End user license agreement

END USER LICENCE AGREEMENT

This End User Licence Agreement (“Agreement”) is a legal agreement between FOCAL POINT POSITIONING LTD (company number 09589495) whose registered office is at 1-3 Chesterton Mill, French’s Road, Cambridge, England, CB4 3NP (“FPP”, “we” or “us”) and (“End User” or “you“):

IMPORTANT NOTICE: Your use of the Software is subject to the terms and conditions of this Agreement. Please read this Agreement carefully before accessing or using the Software. If you do not agree to be bound by all the terms and conditions of this Agreement, you must not click ‘I agree’ and must not access or use the Software. By clicking ‘I agree’, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.

1. The following terms are used in this Agreement:
   1. Documentation means all specifications, manuals, user guides and data made available to you in connection with the Software.
   2. Permitted Devices means an STMicroelecronics GNSS device known as Teseo V or Teseo VI.
   3. Permitted Use: for internal trial and evaluation purposes in connection with the Permitted Devices only.  Commercial exploitation is expressly prohibited.
   4. Software means a binary image containing FPPs S-GNSS proprietary technology together with STMicroelectronics proprietary software development kit either pre-loaded onto the Permitted Devices or as otherwise made available to you by us in connection with your use of the Permitted Devices.  Software includes the Documentation.
   5. Term means a period of 90 days commencing on the date you click ‘I agree’ to accept this Agreement and which may be extended by FPP in writing.
2. Access and use of the Software
   1. In consideration of any End User providing Feedback in respect of the Software or Permitted Devices, and you agreeing to abide by the terms of this Agreement, FPP grants you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable right for the Term to use the Software solely and strictly for the Permitted Use.
   2. You, at your discretion, may provide FPP (directly or via STMicroelecronic’s) with feedback and suggestions for improvement relating to the Software and its integration with the Permitted Devices (“Feedback“).  You acknowledge and agree that: (i) STMicroelecronics and FPP shall be free to share any and all Feedback you provide to them with us; (ii) FPP and STMicroelectronics may use and exploit any such feedback and suggestions without charge or limitation; and (iii) you shall not share the Feedback with any third party.
3. Restrictions
   1. Except as expressly set out in this Agreement or as permitted by any local law which is incapable of exclusion by agreement between the parties, you must not:
      1. Use the Software other than in accordance with the Permitted Use;
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties);
      3. access all or any part of the Software to build a product or service which competes with the Software;
      4. attempt to obtain for any third party, or assist any third party in obtaining, access to or sight of the Software;
      5. use the Software to provide services to third parties; or
      6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software (or any results derived from your evaluation of the Software) available to any third party.
   2. You acknowledge and agree that you have no right to have access to any Software in source code form.
   3. You shall indemnify FPP against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by FPP in connection with any breach by you of this clause 3.
4. CONFIDENTIALITY AND Intellectual Property Rights
   1. You acknowledge that all intellectual property rights in the Software anywhere in the world belong to us or our licensors; that rights in the Software are licensed (not sold) to you; and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Agreement.
   2. You acknowledge that the Software is the confidential information of FPP and you undertake to: (i) hold it in confidence and, unless required by law, not make it available to any third party or use it for any purpose other than the Permitted Use; and (ii) take all reasonable steps to ensure that it is not disclosed or distributed in violation of the terms of this Agreement.  This clause 4.2 shall survive termination of this Agreement for any reason.
5. DISCLAIMERS
   1. The Software is provided to you on an “as is” basis, and your use of and access to the Software under this Agreement will be entirely at your sole risk.  You acknowledge that the Software has not been developed or designed to meet or support any individual requirements you have.
   2. To the fullest extent permitted by applicable law, FPP makes no warranties, representations, guarantees, or assurances relating to the Software and hereby expressly disclaims all warranties, express or implied, including without limitation those of merchantability, fitness for a particular purpose, and/or non-infringement.
6. Limitation of Liability
   1. FPP shall not be liable to End User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following types of losses (whether those losses arise directly in the normal course of business or otherwise): pure economic loss; loss of profits; loss of or damage to materials stored in goods supplied; loss of business; loss of revenue; loss of contract; loss or depletion of goodwill and/or business opportunity; loss of anticipated earnings or savings or like loss; wasted management, operational or other time; or any special, indirect or consequential losses.
   2. Other than the losses set out in clause 6.1 (for which the FPP is not liable) and subject to clause 6.3, FPP’s total aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall be limited to £500 (five hundred pounds).
   3. Nothing in this Agreement will limit or exclude our liability for:
      1. death or personal injury resulting from our negligence;
      2. fraud or fraudulent misrepresentation; or
      3. any other liability that cannot be excluded or limited by English law.
7. Termination AND Expiry
   1. We reserve the right to terminate this Agreement: (i) immediately by giving written notice to you upon any breach by you of the terms of this Agreement, and (ii) at any time upon giving you 30 days written notice.
   2. On termination for any reason:
      1. all rights granted to you under this Agreement will cease;
      2. you must immediately (and in any event within 10 days of termination) return to FPP all Permitted Devices and any other tangible materials provided by FPP;
      3. you must irretrievably destroy all confidential information of FPP, all copies of the Software and Documentation, and any materials, notes, analyses, reports, or derivatives thereof relating to the Software or Permitted Devices in your possession or control, and (upon FPP’s request) certify in writing that you have done so; and
      4. you must immediately cease all activities authorised by this Agreement.
8. Miscellaneous
   1. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
   2. You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
   3. This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
   4. You acknowledge that in entering into this Agreement you do not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
   5. You agree that you will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
   6. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy.
   7. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
   8. Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
   9. Provisions of this Agreement which are either expressed to survive its termination or, from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.
   10. This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

This Agreement has been entered into on the date you click ‘I agree’ to accept this Agreement.