IMPORTANT. Read the following Brainium Software License Agreement (“Agreement”) completely. By selecting the “I Accept” button at the end of this page, you indicate that you accept the terms and conditions of this Agreement

This Agreement is entered into between you and OCTONION SA, Switzerland (“OCTONION”). It concerns your rights to use the Brainium software provided to you partially in binary and partially in source code form and any accompanying written materials (the “Licensed Software”). The Licensed Software may include any updates or error corrections or documentation relating to the Licensed Software provided to you by OCTONION under this Agreement.

By accepting this Agreement, you agree to the terms of this Agreement, to be bound thereby and to comply therewith. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such company or other legal entity and all users who access the Licensed Software, in which case the terms “you” or “your” shall refer to such company or other legal entity and the users associated with it. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not download or install the Licensed Software. If you change your mind later, you accept to stop using the Licensed Software and delete all copies of the Licensed Software in your possession or control. Any copies of the Licensed Software that you have already distributed, where permitted, and do not destroy, will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement.

1. DEFINITIONS
   1. “Intellectual Property Rights” mean any and all Trademarks, trade secrets, original works of authorship and related copyrights, patents, privacy rights, publicity rights, moral rights and other intellectual property, proprietary rights, title, interests or protections, however arising, pursuant to the laws of any jurisdiction throughout the world, including all applications, registrations, renewals, issues, reissues, extensions, divisions and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing .
   2. “Product” means the products and/or services which you may manufacture, produce, provide and/or sell to end user customers and into which you will have integrated all or part of the Licensed Software.
   3. “Third Party Software” means any software included in the Licensed Software that is not OCTONION proprietary software, and is not open source software, and to which license terms of third parties may apply.
   4. “Trademarks” mean trademarks, service marks, trade names, brand names, graphic designs, and logos.
2. LICENSE GRANT
   1. OCTONION grants you a personal, non-transferable, non-exclusive, worldwide license to use, copy, reproduce, distribute and sell copies of the Licensed Software, in object code form (machine readable) only, using a white labelled version thereof or not at your discretion, however solely in a form which is integrated into your Products and in conjunction with a smart edge agile device.
   2. OCTONION uses Third Party Software for the functioning of the Licensed Software, for which the terms and conditions of such Third Party Software apply. OCTONION does not grant in respect of such Third Party Software more rights than OCTONION is authorized to in light of the terms and conditions that apply to such Third Party Software. The list of the Third Party Software that OCTONION may use for the Licensed Software are listed in Appendix A.
   3. You may use subcontractors on your premises to exercise your rights under Section 2.1,1.1 provided that you have entered into a separate agreement with such subcontractors according to which they undertake to act in accordance with the terms of this Agreement as if each such subcontractor were a party hereto. The terms of such agreement shall be substantially similar to those contained in this Agreement, to the extent applicable.
   4. You shall remain liable for your subcontractors’ adherence to the terms and conditions of this Agreement and for any and all acts and omissions of such subcontractors with respect to this Agreement and the Licensed Software.
   5. You shall only provide the Licensed Software to resellers, distributors and end users pursuant to legally enforceable agreements that contain the minimum requirements specified in Appendix B hereto.
3. LICENSE LIMITATIONS AND RESTRICTIONS
   1. The license granted above in Section 2 only extends to OCTONION Intellectual Property Rights that would be infringed by the Licensed Software prior to your preparation of any derivative work.
   2. The Licensed Software is licensed to you. Title to the Licensed Software delivered hereunder remains vested in OCTONION or OCTONION's licensor and cannot be assigned or transferred. You are expressly forbidden from selling or otherwise distributing the Licensed Software, or any portion thereof, except as expressly permitted herein. This Agreement does not grant you any implied rights under any OCTONION Intellectual Property Rights or any Third Party Software or other third party rights.
   3. You may not translate, reverse engineer, decompile, or disassemble the Licensed Software and must prohibit your sub-licensees and subcontractors from doing the same.
   4. You must reproduce, and may not alter, any copyright notices and other proprietary legends on copies or reproductions of the Licensed Software.
   5. You grant OCTONION a non-exclusive, non-transferable, irrevocable, perpetual, worldwide, royalty-free, sub-licensable license under your Intellectual Property Rights to use without restriction and for any purpose any suggestion, comment or other feedback related to the Licensed Software (including, but not limited to, error corrections and bug fixes).
4. SUPPORT AND UPGRADES

OCTONION is not obligated to provide any support, upgrades or new releases of or to correct any defects in the Licensed Software under this Agreement. If you wish, you may contact OCTONION and report problems and provide suggestions regarding the Licensed Software. OCTONION has no obligation to respond to such a problem report or suggestion. OCTONION may make changes to the Licensed Software at any time, without any obligation to notify or provide updated versions of the Licensed Software to you.

1. OPEN SOURCE

Open source software included in the Licensed Software is not licensed under the terms of this Agreement but is instead licensed under the terms of the applicable open source license(s), such as the BSD License, Apache License or the GNU Lesser General Public License. Your use of the open source software is subject to the terms of each applicable license. You must agree to the terms of each applicable license, or you cannot use the open source software.

1. ACCEPTABLE USE OF POLICY

You may not use the Licensed Software:

• in a way prohibited by law, regulation, governmental order or decree;
• in a way that violates the rights of others;
• to try to gain unauthorized access to or disrupt any service, device, data, account or network;
• to spam or distribute malware;
• in any application or situation where failure of the Licensed Software could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.

Violation of the terms in this Section may result in immediate suspension and/or termination of your use of the Software. Unless OCTONION considers an immediate suspension is required, OCTONION will provide reasonable notice before suspending the use of the Software (access to Brainium online portal).

1. NO HACKING
   1. You will not, through the use of the Licensed Software or otherwise, create any other program that would disable, hack or otherwise interfere with any security, digital signing, digital rights management, content protection, verification or authentication mechanisms implemented in or through the Licensed Software or enable others to do so.
   2. The Licensed Software should be used for its intended purpose. If you use the Licensed Software for other use cases than planned for, you may be invoiced on your exceeding data consumption.
2. INTELLECTUAL PROPERTY RIGHTS
   1. OCTONION SA hereby grants you for the duration of this Agreement and subject to the limitations stated herein a non-exclusive, non-transferable, revocable right to use OCTONION's Trademarks, to the extent they are related to the Licensed Software, in marketing materials, advertising, you online website and promotional literature for the sole purpose of advertising, promoting and marketing the Products. Your specific usage of the Trademarks must be reviewed and approved in advance by OCTONION SA.
   2. You recognize and acknowledge OCTONION's ownership and title to the Trademarks and the goodwill related thereto and agree that any goodwill which accrues because of your use of such Trademarks is and shall remain the property of OCTONION. You shall not contest or take any action in opposition to any Trademark of OCTONION or to use, employ or attempt to register any mark or trade name which is similar to any Trademark of OCTONION. You will not use OCTNONION's trade names or abbreviations in your corporate title or name or in any way that might result in confusion as to separate and distinct identities of you and OCTONION.
   3. Upon the expiration or termination of this Agreement or, upon request of OCTONION earlier at any time independently from any expiration or termination of this Agreement, the license granted to you in the Trademarks may be unilaterally and immediately terminated by OCTONION upon written notice, in which case you shall immediately cease all use of the Trademarks.
   4. You acknowledge and agree that OCTONION and/or its affiliates is, and shall remain, the sole and exclusive owner and shall remain exclusively entitled to all right, title and interest in and to all works of authorship, documents, work product, technology, data, know-how, digital assets and marketing collateral, confidential information, and other Intellectual Property Rights, whether used or unused, provided by OCTONION under this Agreement that are licensed to you, as of the date hereof or at any time in the future during the term of this Agreement.
   5. Except as expressly set forth in this Agreement, no licenses are granted to you and all rights not expressly licensed hereunder are expressly reserved. Nothing in this Agreement restricts, or should be deemed to restrict, OCTONION's right to exercise any rights or licenses received from any third parties or to grant other similar rights or licenses to any third parties. You acknowledge that the use of OCTONION's Intellectual Property Rights will not create any right, title or interest in or to such Intellectual Property Rights. In the event that you are determined to have acquired any right, title or interest in or to OCTONION'S Intellectual Property Rights, you hereby agree to assign, and hereby assign, to OCTONION all such acquired right, title and interest in or to OCTONION's Intellectual Property Rights.
3. CONFIDENTIALITY

You realize that some information received by OCTONION pursuant to this Agreement shall be confidential. It is therefore agreed that any information received by you from OCTONION, and clearly designated in writing as "Confidential" at the time of transfer, shall not be disclosed to any third party and shall not be used by you for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless or until

• said information shall become known to third parties not under any obligation of confidentiality to OCTONION, or shall become publicly known through no fault of you, or
• said information was already in your possession prior to the disclosure of said information to you, except in cases when the information has been covered by a preexisting confidentiality agreement, or
• said information shall be subsequently disclosed to you by a third party not under any obligation of confidentiality to OCTONION, or
• said information is approved for disclosure by prior written consent of OCTONION, or
• said information is required to be disclosed by court order or governmental law or regulation, provided that you give OCTONION prompt notice of any such requirement and cooperate with OCTONION in attempting to limit such disclosure.

1. TERM AND TERMINATION
   1. This Agreement will remain in effect unless terminated as provided herein.
   2. Either party may terminate this Agreement with a 30-days written notice for the end of a month to the other party.
   3. Upon termination of this Agreement, all licenses granted under Section 2 will expire except as required by applicable mandatory law.
   4. Notwithstanding the termination of this Agreement for any reason, the terms of Sections 3, 8 through 21 will survive.
2. NO WARRANTY

OCTONION does not guarantee that the Licensed Software is error-free or will operate without interruption. To the maximum extent permitted by law, OCTONION expressly disclaims any warranty for the Licensed Software. The Licensed Software is provided “as is”. OCTONION makes no warranties of any kind, either express or implied, including without limitation as to the merchantability, fitness for a particular purpose, or non-infringement of the Licensed Software and grants no warranty regarding its use or the results therefrom including, without limitation, its correctness, accuracy or reliability. You assume the entire risk arising out of the use or performance of the Licensed Software, or any systems you design using the Licensed Software (if any).

1. Nothing contained in this Agreement shall be construed as (a) a warranty or representation by Licensor as to the validity or scope of any copyrights or other Intellectual Property Right; (b) a warranty or representation that the Licensed Software licensed will be free from infringement of patents, copyrights, or rights of third parties, except that OCTONION represents that it has no knowledge of any existing patents or copyrights which might be infringed; (c) except as otherwise provided for herein, an agreement to defend against actions or suits of any nature brought by any third parties.
1. LIMITATION OF LIABILITY

OCTONION's liability is unlimited in cases of intent and gross negligence. OCTONION's liability is excluded for acts or omissions of light negligence.

In no event shall OCTONION be liable to you for any loss of use, interruption of business, or any direct, indirect, special, incidental, or consequential damages of any kind (including loss of customers, lost profits, lost revenues or anticipated saving or earnings, interference with business or cost of purchasing replacement services) regardless of the form of action whether in contract, tort (including negligence), strict product liability or otherwise, even if

You have been advised of the possibility of such damages, arising out of the use of, or inability to use the Licensed Software, or the performance or failure of OCTONION to perform any provision of this Agreement, whether or not caused by the acts or omissions of OCTONION, its affiliates, employees or agents.

In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and OCTONION becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to CHF 1,000.

The limitation of liability contained in this Section 12 also applies to OCTONION's officers, employees, representatives and agents.

1. EXPORT COMPLIANCE

Each party shall comply with all applicable export and import control laws and regulations including but not limited to the US Export Administration Regulations (including prohibited party lists issued by other federal governments), Catch-all regulations and all national and international embargoes. Each party further agrees that it will not knowingly transfer, divert, export or re-export, directly or indirectly, any product, software, including software source code, or technology restricted by such regulations or by other applicable national regulations, received from the other party under this Agreement, or any direct product of such software or technical data to any person, firm, entity, country or destination to which such transfer, diversion, export or re-export is restricted or prohibited, without obtaining prior written authorization from the applicable competent government authorities to the extent required by those laws.

1. GOVERNMENT CONTRACT COMPLIANCE

If you sell any systems or software you create using the Licensed Software directly to any government or public entity, including U.S., state, local, foreign or international governments or public entities, or indirectly via a prime contractor or subcontractor of such governments or entities, OCTONION makes no representations, certifications, or warranties whatsoever about compliance with government or public entity acquisition statutes or regulations, including, without limitation, statutes or regulations that may relate to pricing, quality, origin or content.

1. ENTIRE AGREEMENT AND AMENDMENT

This Agreement constitutes the entire agreement between you and OCTONION regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, if any. This Agreement may only be amended in written form, executed by you and OCTONION.

1. SEVERABILITY

If any provision of this Agreement is held for any reason to be invalid or unenforceable, then the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive you or OCTONION of a material benefit, in which case the Agreement will immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the intention underlying the invalid or unenforceable provision.

1. NO WAIVER

The waiver by OCTONION of any breach of any provision of this Agreement will not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

1. NOTICES

All notices and communications under this Agreement will be made in writing, and will be effective when received at the following addresses:

OCTONION SA

EPFL Innovation Park

1015 Lausanne

Switzerland

Attn: Legal Department

1. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. Nothing in this Agreement will be construed to create any partnership, joint venture, or similar relationship. Neither party is authorized to bind the other to any obligations with third parties.

1. SUCCESSION AND ASSIGNMENT

This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. You may not assign this Agreement, or any part of this Agreement, without the prior written approval of OCTONION, which approval will not be unreasonably withheld or delayed. OCTONION may assign this Agreement, or any part of this Agreement, in its sole discretion.

1. CHOICE OF LAW; VENUE

This Agreement will be governed by, construed, and enforced in accordance with the laws of Switzerland, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Licensed Software. Any dispute arising out of, or in connection with the existence, validity, interpretation or performance of this Agreement shall be submitted to the ordinary courts of the canton of Vaud, district of Lausanne, Switzerland.

Appendix A

The Licensed Software may include not OCTONION proprietary software, a list of which is set out below. You need to refer to the terms and conditions of such other software regarding their use and the restrictions to their use.

ARM CMSIS

https://github.com/ARM-software/CMSIS/blob/master/CMSIS/CMSIS_END_USER_LICENCE_AGREEMENT.pdf

STM32L4HAL https://www.st.com/content/ccc/resource/legal/legal_agreement/license_agreement/group0/39/50/32/6c/e0/a8/45/2d/DM00218346/files/DM00218346.pdf/jcr:content/translations/en.DM00218346.pdf

STM32 USB device library provide in CubeMx : http://www.st.com/software_license_agreement_liberty_v2

STM mems drivers: https://github.com/STMicroelectronics/STMems_Standard_C_drivers

STM VL53l1x driver: https://www.st.com/en/imaging-and-photonics-solutions/vl53l1x.html

Appendix B - Minimum provisions of End Users License Agreements

You shall only provide the Licensed Software to resellers, distributors and end users pursuant to legally enforceable agreements that:

1. stipulate that the Licensed Software are licensed, not sold, and that title to and ownership of the Licensed Software and any portion thereof remain with licensor and its licensors (including OCTONION SA);
2. disclaim any express and implied warranties on behalf of OCTONION SA, its affiliates and its licensors and exclude liability of OCTONION SA, its affiliates and its licensors for any incidental, indirect, consequential, exemplary, special, or punitive damages of any kind, whether or not foreseeable (including loss of data, lost revenues, lost profits, loss of business or customers) to the maximum extent permitted by law;
3. the Licensed Software are deemed to be confidential information of OCTONION SA, its affiliates and its licensors;
4. prohibit the end user from:
   • copying the Licensed Software, except as reasonably necessary for back-up purposes;
   • using and transferring the Licensed Software to any third party;
   • modifying the Licensed Software or attempting to reverse engineer, decompile or disassemble any portion of the Licensed Software; or
   • exporting the Licensed Software or any underlying technology in contravention of any applicable or foreign export laws and regulations.
5. There shall be no obligation or liability of OCTONION SA to end users except as may be expressly stated in a written agreement between OCTONION SA and end users.
6. End users will comply with, and will undertake reasonable efforts to require their authorized users to comply with, all local, state, federal, and international laws and regulations relating to the use, customization, distribution and license of Licensed Software.
7. End Users will indemnify, defend, and hold harmless OCTONION SA, its affiliates and licensors, and their respective directors, officers, employees, and agents against any claim, liability, damage, loss, or expense (including reasonable attorneys' fees and expenses) alleged against, incurred by or imposed upon any of the above named indemnitees arising from or relating to any claims, suits, actions, demands or judgments in connection with the Licensed Software, or any other items related to this Agreement, and any alleged representation by the above named indemnitees in connection therewith, as well as concerning any violation or non-compliance with all laws and regulations relating to the use, customization, distribution and license of the Licensed Software.