MORSE MICRO BINARY DISTRIBUTION LICENSE AGREEMENT 1. Parties. This Software License Agreement (SLA) is between Morse Micro Pty. Ltd. and the user of the Software set forth (“you”, “user”, “customer”), and is effective as of the date of first access or download of the software by you. Morse Micro is licensing this software to you free of charge upon the condition that you accept all the terms of this SLA and only use this Software in conjunction with Morse Micro products. ANY USE, REPRODUCTION, OR DISTRIBUTION OF THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. 2. Definitions. "Software" means any binary or source code that you have received from Morse Micro or its authorized licensees and/or those portions of such software produced by Program’s code within the Software, as well as any other machine readable materials (including, but not limited to, libraries, source files, header files, and data files), any updates or error corrections provided by Morse Micro, and any user manuals, programming guides and other documentation provided to you by Morse Micro under this SLA. 3. License and Restrictions. Morse Micro grants you a non-exclusive, non-transferable, limited license without license fees to: a. use the software solely with a hardware product that includes one of the Morse Micro Wi-Fi HaLow chips, including wireless modules or evaluation kits; b. to reproduce and distribute the Software complete, unmodified, and as provided by Morse Micro, solely for use with a hardware product that includes one of the Morse Micro Wi-Fi HaLow chips, including wireless modules or evaluation kits. 4. Reservation of Rights. You should distribute Software with a copy of this SLA. Software is copyrighted. Title to Software and all associated intellectual property rights is retained by Morse Micro. Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted to you by Morse Micro. You must retain all copyright notices on all Software, derivative works and documentation. The intellectual property and proprietary rights of whatever nature in the Software and derivative works are and will remain the exclusive property of Morse Micro or its suppliers. Nothing in this Agreement should be construed as transferring any aspects of such rights to you or any third party. Morse Micro and its suppliers reserve any and all rights not expressly granted in this Agreement. You may not sell, assign, sublicense, lease, or otherwise transfer any part of this license. You must not: a. use, license, sell or otherwise distribute the Software except as provided in this SLA; b. attempt to modify in any way, reverse engineer, decompile or disassemble any portion of the Software; c. use the Software or other material in violation of any applicable law or regulation, including but not limited to any regulatory agency. 5. Ownership. The Software is licensed and not sold. Title to and ownership of the Software, including all intellectual property rights thereto, and any portion thereof remain with Morse Micro or its licensors. You hereby covenant that you will not assert any claim that the Software created by or for Morse Micro infringe any intellectual property right owned or controlled by you. 6. Termination. This SLA will terminate immediately without notice from Morse Micro if you fail to comply with any of its provisions, including the export laws provisions and Section 10 that may govern the export of the Software from certain jurisdictions, including technical data. 7. Disclaimer and Limitation of Liability. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MORSE MICRO FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL MORSE MICRO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF MORSE MICRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOFTWARE IS NOT INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS WHERE EXTRAORDINARILY HIGH LEVELS OF QUALITY, RELIABILITY, AND FAILURE TOLERANCE ARE DEMANDED, AND/OR WHERE A MALFUNCTION OR FAILURE COULD LEAD TO SIGNIFICANT HARM TO LIFE, HEALTH, PROPERTY, OR RESULT IN SEVERE SOCIETAL REPERCUSSIONS ("CRITICAL APPLICATIONS"). CRITICAL APPLICATIONS ENCOMPASS, BUT ARE NOT LIMITED TO, EQUIPMENT UTILIZED IN NUCLEAR FACILITIES, AVIATION AND SPACE EQUIPMENT, MEDICAL DEVICES, AUTOMOTIVE, TRAIN, MARINE, AND OTHER TRANSPORTATION EQUIPMENT, DEVICES INVOLVED IN CONTROLLING COMBUSTION OR EXPLOSIONS, SAFETY DEVICES, ELEVATORS AND ESCALATORS, DEVICES ASSOCIATED WITH ELECTRIC POWER, AND EQUIPMENT USED IN FINANCE-RELATED FIELDS. 8. Survival. Sections 4, 5, 6, 7 and 10 will survive termination or expiration of this SLA. 9. Privacy. Some features of the Software, if activated, may transmit a limited amount of data to Morse Micro (or its service provider) about the status of the system before a crash event. Morse Micro does not associate the data with personally identifiable information. 10. Export Laws. YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS SUBJECT TO ALL APPLICABLE EXPORT- RELATED LAWS AND REGULATIONS AND THAT YOU MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE SOFTWARE OR ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS. WITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT, OR TRANSFER OF THE SOFTWARE TO CUBA, IRAN, NORTH KOREA, SUDAN, AND SYRIA IS PROHIBITED. 11. Governing Law. The laws of New South Wales, Australia, govern all matters arising out of or relating to this SLA without giving effect to any conflict of law principles. If any provision of this SLA is held to be unenforceable, this SLA will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. A waiver of any breach under this Agreement does not constitute a waiver of any other breach or future breach. MORSE MICRO