Sterling Software License Agreement PLEASE READ THIS AGREEMENT CAREFULLY
BEFORE USING THE SOFTWARE.

AGREEMENT: BY USING THE SOFTWARE YOU ARE AGREEING TO BE BOUND BY THIS
AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE
BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENTS AND WARRANTS THAT YOU HAVE
THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S
BEHALF. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT,
PROMPTLY RETURN AND DO NOT USE THE SOFTWARE.

This agreement is between Laird Connectivity, Inc., a Delaware
corporation (Laird Connectivity), and the Customer agreeing to these
terms (Customer). The Laird Connectivity ‘compiled and object code’
software, modifications, enhancements, and technical documentation
provided or made available to Customer (Software) are licensed and are
not sold.

1. SCOPE This agreement describes the licensing of the Software and
Support provided to Customer under an order.

2. LICENSE Subject to the other terms of this agreement, Laird
Connectivity grants Customer, under an order, a perpetual,
non-exclusive, non-transferable license to install, reproduce, and use
the Software only on the Authorized Products (defined below).
Sublicensing to End Users. Once installed on the Authorized Product, the
Software may be distributed to end users of the Authorized Product and
may only be sublicensed under a legally enforceable license contract
with the end user which contains at the least the minimum license terms
on Attachment A. Customer will cooperate with Laird Connectivity (at
Laird Connectivity’s expense) in enforcing Laird Connectivity’s
rights if any third party violates any Laird Connectivity intellectual
property rights or the end user license agreement.

Open Source Software Licenses. Along with the Software, open source code
will be provided to Customer. Such open source code is solely governed
by the applicable open source license terms as listed
https://www.lairdconnect.com/open-source-licenses. Customer may modify
the open source code provided with the Software under the terms of the
applicable open source licenses, if allowed by them. Customer is
responsible for its compliance with such open source licenses.

Restriction on Modification. If and to the extent that the Software is
designed to be compliant with any published or de facto standard,
regulatory standard, or industry specification (including, without
limitation, DOCSIS, HomePNA, IEEE, and ITU standards), Customer may not
make any modifications to the Software that would cause the Software or
the Laird Connectivity Product (defined below) to be incompatible with
such standard or specification.

Authorized Product means the specific product listed in the applicable
order (or if none is listed, then any system level product sold by
Customer that incorporates the Software and Laird Connectivity Product
and includes other hardware and software provided by Customer).

Laird Connectivity Product means any of the proprietary hardware product
sold by Laird Connectivity with which the Software is designed to be
used.

3. WARRANTY, REMEDY, AND DISCLAIMER DISCLAIMER. THE SOFTWARE IS PROVIDED
AS IS WITH ALL FAULTS. LAIRD CONNECTIVITY AND ITS LICENSORS DISCLAIM ALL
WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
CUSTOMER UNDERSTANDS THAT THE SOFTWARE MAY NOT BE ERROR FREE, AND USE
MAY BE INTERRUPTED.

4. MUTUAL CONFIDENTIALITY Definition of Confidential Information.
Confidential Information means all non-public information disclosed by a
party (Discloser) to the other party (Recipient), whether orally,
visually, or in writing, that is designated as confidential or that
reasonably should be understood to be confidential given the nature of
the information and the circumstances of disclosure (Confidential
Information). Laird Connectivity's Confidential Information includes,
without limitation, the Software, its user interface design and layout,
any Software repository password (e.g. GitHub) and pricing information.

Protection of Confidential Information. The Recipient must use the same
degree of care that it uses to protect the confidentiality of its own
confidential information (but in no event less than reasonable care),
and it may not disclose or use any Confidential Information of the
Discloser for any purpose outside the scope of this agreement. The
Recipient must make commercially reasonable efforts to limit access to
Confidential Information of Discloser to those of its employees and
contractors who need such access for purposes consistent with this
agreement and who have signed confidentiality agreements with Recipient
no less restrictive than the confidentiality terms of this agreement.

Exclusions. Confidential Information excludes information that: (i) is
or becomes generally known to the public without breach of any
obligation owed to Discloser; (ii) was known to the Recipient prior to
its disclosure by the Discloser without breach of any obligation owed to
the Discloser; (iii) is received from a third party without breach of
any obligation owed to Discloser; or (iv) was independently developed by
the Recipient without use or access to the Confidential Information. The
Recipient may disclose Confidential Information to the extent required
by law or court order, but will provide Discloser with advance notice to
seek a protective order.

5. PROPERTY Reservation of Rights. The Software, workflow processes,
user interface, designs, technical documentation, and other technologies
provided by Laird Connectivity as part of the Software are the
proprietary property of Laird Connectivity and its licensors, and all
right, title, and interest in and to such items, including all
associated intellectual property rights, remain only with Laird
Connectivity and its licensors. The Software is protected by applicable
copyright and other intellectual property laws. Customer may not remove
any product identification, copyright, trademark, or other notice from
the Software. Laird Connectivity reserves all rights unless expressly
granted in this agreement.

Restrictions. Customer may not: (i) transfer, assign, rent the Software,
or use it in any type of service-provider environment; (ii) reverse
engineer, decompile, disassemble, or translate the Software; (iii)
evaluate the Software for the purpose of competing with Laird
Connectivity; or (iv) operate the Software other than in accordance with
its technical documentation.

6. TERM AND TERMINATION Term. This agreement expires at the end of the
license period specified in the accompanying order, unless earlier
terminated as specified below.

Mutual Termination for Material Breach. If either party is in material
breach of this agreement, the other party may terminate this agreement
at the end of a written 30-day notice/cure period, if the breach has not
been cured.

Return Laird Connectivity Property Upon Termination. Upon termination of
this agreement or a license for any reason, Customer must discontinue
using the Software, de-install, and destroy or return the Software and
all copies within 5 days. Upon Laird Connectivity's request, Customer
will confirm in writing its compliance with this destruction or return
requirement.

7. LIABILITY LIMIT Exclusion of Indirect Damages. Laird Connectivity and
its licensors are not liable for any indirect, special, incidental, or
consequential damages arising out of or related to this agreement
(including, without limitation, costs of delay; loss of or unauthorized
access to data or information; and lost profits, revenue, or anticipated
cost savings), even if it knows of the possibility or foreseeability of
such damage or loss.

Total Limit on Liability. Laird Connectivity and its licensor’s total
liability arising out of or related to this agreement (whether in
contract, tort, or otherwise) does not exceed $500. .

8. ANNUAL SUPPORT Laird Connectivity's annual technical support and
maintenance services (Support) may be purchased if specified on an
order. Support may be provided in subsequent years if Customer and Laird
Connectivity agree on the support renewal for that year. Support is
provided under the Support policies then in effect. Laird Connectivity
may change its Support terms, but Support will not materially degrade
during any Support term. Support is only provided to Customer and not to
any third parties or end users of Customer. More details on Support are
located at [https://www.lairdconnect.com/resources/support]

9. Indemnity Customer must indemnify, defend and hold Laird Connectivity
harmless against any claim, liability, damages, losses, judgment, and
other expense (including but not limited to reasonable attorney's fees
and court costs) incurred in connection with any claim made by a third
party against the Laird Connectivity attributable to Customer’s gross
negligence or willful misconduct, Customer’s breach of this agreement,
or that any modification to the Software infringes any patent or
copyright.

10. GOVERNING LAW AND FORUM This agreement is governed by the laws of
the State of Ohio (without regard to conflicts of law principles) for
any dispute between the parties or relating in any way to the subject
matter of this agreement. Any suit or legal proceeding must be
exclusively brought in the federal or state courts for Summit County,
Ohio, and Customer submits to this personal jurisdiction and venue.
Nothing in this agreement prevents either party from seeking injunctive
relief in a court of competent jurisdiction. The prevailing party in any
litigation is entitled to recover its attorneys’ fees and costs from
the other party.

11. OTHER TERMS Entire Agreement and Changes. This agreement and the
order constitute the entire agreement between the parties and supersede
any prior or contemporaneous negotiations or agreements, whether oral or
written, related to this subject matter. Customer is not relying on any
representation concerning this subject matter, oral or written, not
included in this agreement. No representation, promise, or inducement
not included in this agreement is binding. No modification or waiver of
any term of this agreement is effective unless both parties sign it.

No Assignment. Neither party may assign or transfer this agreement to a
third party, nor delegate any duty, except that the agreement and all
orders may be assigned, without the consent of the other party, as part
of a merger or sale of all or substantially all the businesses or assets
of a party.

Independent Contractors. The parties are independent contractors with
respect to each other.

Enforceability and Force Majeure. If any term of this agreement is
invalid or unenforceable, the other terms remain in effect. Except for
the payment of monies, neither party is liable for events beyond its
reasonable control, including, without limitation, force majeure events.

Money Damages Insufficient. Any breach by a party of this agreement or
violation of the other party’s intellectual property rights could
cause irreparable injury or harm to the other party. The other party may
seek a court order to stop any breach or avoid any future breach of this
agreement.

No Additional Terms. Laird Connectivity rejects additional or
conflicting terms of a Customer’s form-purchasing document.

Order of Precedence. If there is an inconsistency between this agreement
and an order, the order prevails.

Survival of Terms. Any terms, that by their nature survive termination
of this agreement for a party to assert its rights and receive the
protections of this agreement, will survive (including, without
limitation, the confidentiality terms). The UN Convention on Contracts
for the International Sale of Goods does not apply.

Export Compliance. Customer must comply with all applicable export
control laws of the United States, foreign jurisdictions, and other
applicable laws and regulations.

U.S. Government Restricted Rights. If Customer is a United States
government agency or acquired the license to the Software hereunder
pursuant to a government contract or with government funds, then as
defined in FAR §2.101, DFAR §252.227-7014(a)(1), and DFAR
§252.227-7014(a)(5), or otherwise, all Software provided in connection
with this agreement are “commercial items,” “commercial computer
software,” or “commercial computer software documentation.”
Consistent with DFAR §227.7202 and FAR §12.212, any use, modification,
reproduction, release, performance, display, disclosure, or distribution
by or for the United States government is governed solely by the terms
of this agreement and is prohibited except to the extent permitted by
the terms of this agreement.

Feedback. If Customer provides feedback or suggestions about the
Software, then Laird Connectivity (and those it allows to use its
technology) may use such information without obligation to Customer.

Attachment A

Minimum License Terms Xcmpy grants End User a nonexclusive,
non-transferable perpetual license to operate the software for only on
the Xcmpy device. The Software may not be removed from the original
device on which it is installed or copied in any manner, or onto any
other device. Xcmpy or its suppliers retain all of its intellectual
property rights in the software and no rights, title or interest to the
software are transferred to the End User. The software is licensed and
not sold. Xcmpy disclaims all express and implied warranties on its
behalf and its licensors. End User may not modify the software, or
reverse engineer or decompile the software or attempt to do so, copy the
software except for necessary internal backup purposes, or transfer the
software apart from the Xcmpy device. Neither Xcmpy nor its suppliers
are liable to the End User for any indirect, consequential, incidental
or special damages (including without limitation lost profits and lost
or destruction to data) arising out of the use of the software,
regardless of the theory of liability (including negligence and strict
liability). Upon termination of a license, the End User must destroy the
software. End User must confirm its compliance with the requirement upon
request. End User must comply with applicable export control laws.
Notwithstanding the foregoing, any open source software accompanied with
the software will be governed by the applicable open source software
license.

WEB SUPPORT & MAINTENANCE TERMS Support Email support@lairdconnect.com
Case Logging Email Support

- Software maintenance, which includes maintenance releases,
enhancements, new versions, additions, and modifications to the
Software, that it provides to all other customers under support.

- Bug fixes to bring the Software into substantial conformance with its
then-current user guide.

- Resolution Process for Issues of Severity Levels 1 and 2:

(1) Trouble Ticket opened. (2) Assign engineer to determine and correct
the error. (3) Periodic reports on the status of the correction. (4)
Initiate work to correct the error.

