V2S Agreement



LICENSE. Subject to compliance with terms and conditions of this Agreement, Knowles hereby grants to Licensee a limited, non-exclusive, non-transferrable, non-sublicenseable, royalty-free, revocable license to make limited copies necessary to use Knowles Voice Vibration Sensor Evaluation Tool (the “Software”) for the sole purpose of operating, evaluating and developing with a separately acquired Knowles Voice Vibration Sensor (V2S) (the “Purpose”), subject to the following conditions: (1) Licensee shall comply at all times with the terms and conditions of use of MATLAB Runtime (required to execute the Software); (2) Licensee shall not create derivative works or modify the Software, including its source code or object code, in any way other than to configure the Software via its Graphical User Interface (GUI) for the Purpose; (3) Licensee shall not distribute the Software; (4) Licensee shall not disassemble, decompile, translate, or reverse engineer the Software, or attempt to do so, and Licensee shall not attempt to circumvent protections to prevent such modification, disassembly, decompiling, translation or reverse engineering.

RESERVED RIGHTS. Except as specifically set forth herein, Knowles and its licensors retain all right, title and interest in and to the Software, including all rights under patent, copyright, trade secret, trademark, and any other law protecting intellectual property (“Proprietary Rights”). Licensee acknowledges that the Software, which is unpublished, contains copyrighted subject matter and embodies trade secrets proprietary to Knowles and/or its licensors. Licensee agrees to assist, at Knowles expense, in the protection and enforcement of such Proprietary Rights. Licensee acknowledges that it obtains no other rights under this Agreement and agrees that this Agreement will not be deemed or construed to grant to Licensee or any third party, whether expressly, by implication, estoppel, exhaustion, or otherwise, any other right in the Software or in the Software combined with any other product.

REPRESENTATIONS & WARRANTIES. Licensee represents and warrants that (1) it has the power and authority to enter into this agreement and to perform its obligations hereunder without further ratification or approval, (2) this Agreement constitutes a legal, valid and binding obligation, (3) neither execution nor performance under this agreement violate or conflict with any contract, license or obligation, and (4) Licensee shall comply with all federal, state, local, and applicable foreign laws, rules and regulations, including export restrictions.

INDEMNITY. Licensee agrees to defend, indemnify and hold Knowles, its affiliates and their respective directors, officers, employees, and agents harmless from any and all claims for (1) any breach by Licensee of any covenants, representations or warranties in this Agreement, and (2) Licensee’s use, reproduction, modification, or distribution of the Software, and (3) for infringement of third party Proprietary Rights.

WARRANTY DISCLAIMER. Licensee acknowledges that the Software is provided “As Is” without representation or warranty of any kind from Knowles, Knowles is under no obligation to provide maintenance or technical support for Licensee’s use of the Software, Licensee’s use of the Software is at Licensee’s discretion and risk, and Licensee is solely responsible for any and all damages that result from acquisition and use of the Software. Knowles expressly disclaims all representations and warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third party Proprietary Rights.

JURISDICTION. This Agreement shall be interpreted and enforced under the laws of the State of Illinois, without regard for its choice or conflicts of law provisions. Licensee agrees that any legal action this Agreement will be instituted in a court of competent jurisdiction located in Cook County, Illinois, and Licensee consents to jurisdiction of the state or federal courts in the State of Illinois over Licensee’s person for such legal action. Disputes with Licensees located solely in the People’s Republic of China (PRC) shall be governed by PRC law without regard for its choice or conflicts of law provisions and arbitrated before the China International Economic and Trade Arbitration Commission (CIETAC).

MISCELLANEOUS. This Agreement and the relationship of the parties hereto are confidential and Licensee shall not make any public announcement (e.g., press release) of the same without the prior written consent of Knowles.