Code Red Technologies End-User License Agreement

CODE RED TECHNOLOGIES, LIMITED

End-User Licence Agreement for Red Suite Software Development Tools

November 2009

THIS END USER LICENCE AGREEMENT ("LICENCE") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND CODE RED TECHNOLOGIES LIMITED ("CODE RED") FOR THE USE OF THE SOFTWARE ACCOMPANYING THIS LICENCE. CODE RED IS ONLY WILLING TO LICENSE THE SOFTWARE TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENCE. BY CLICKING "I AGREE" OR BY INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, CODE RED IS UNWILLING TO LICENSE THE SOFTWARE TO YOU; DO NOT DOWNLOAD, INSTALL, USE, OR COPY THE SOFTWARE.

"Software" means any software, firmware and data accompanying this Licence, any documentation supplied with it, and any Updates, in all cases relating to the Code Red package of software development tools. The package includes the Red Suite integrated development environment (IDE) with build tools, including compiler, assembler, linker, libraries and example code. For convenience, your package also includes Separate Files (defined below in Clause 6), but these are licensed under their own terms and not as part of the Software.

"Seat" means the authorization from Code Red, as evidenced in the sales order, delivery confirmation email and Licence Key issued to you by Code Red, to use and run certain components or features of the Software, only in the quantities and for the time periods stated therein, and (if applicable) only with the target devices, and only in the countries or geographic regions, specified therein.

"Licence Key" means (i) an electronic numbered activation code issued to you by Code Red to enable, (ii) the built-in demonstration mode ("Demonstration Only") that enables; or (iii) the evaluation mode, which commences after a Demonstration Only product is registered with Code Red ("Evaluation Only") that enables, the use of the Software.

"Updates" means updates, patches and modifications to the Software Code Red may agree to make available to you from time to time under the terms of this Licence.

1. LICENCE GRANTS.

(i) SOFTWARE: Code Red hereby grants to you, subject to the terms and conditions of this Licence, a non-exclusive, worldwide, non-transferable licence, only for the Seats, to use the Software, solely for the purposes of your internal development, testing and debugging of software applications (referred to in this Licence as "Software Applications"). You shall not modify or redistribute any of the Software except as may be permitted by clauses 1(ii)-1(iii) below.

(ii) LIBRARIES: In respect of any Language Libraries and Helper Libraries (together "Target Libraries") identified in Schedule 1, Code Red hereby grants you additional non-exclusive, non-transferable licences to; (a) incorporate and link the Language Libraries into or with Software Applications, provided that Software Applications contain substantial additional functionality; (b) incorporate and link the Helper Libraries into, or use them in, Software Applications; and (c) reproduce and distribute the Target Libraries, only in object code form, and only as part of Software Applications.

(iii) EXAMPLE CODE: In respect of any Example Code identified in the Schedule, Code Red hereby grants you additional non-exclusive, non-transferable licences to; (a) use, copy and (if supplied in source form) modify the Example Code, only for internal testing, evaluation, and development and testing of Software Applications; (b) incorporate, compile and link the Example Code and any modifications into Software Applications; (c) reproduce and distribute the Example Code, and any modifications, only in object code form, and only as part of Software Applications.

2. RESTRICTIONS ON USE OF THE SOFTWARE.

(i) SEATS, INSTALLATION AND LICENCE KEYS: Your use of the Software is limited to the specific number of Seats issued to you by Code Red. For each Seat, Code Red will make a Licence Key available to you to enable use of the Software, or certain components or optional functionality in the Software, as applicable. You shall only install and use the Software and Licence Keys on computers, or virtual machines running on computers, which are owned by you (or which are in your exclusive possession under an equipment finance arrangement) and which are either; (i) located at your premises; or (ii) portable computers which shall remain in the possession and control of your employees when outside such premises. Each Seat and Licence Key shall be limited or locked to a single item of your personal computer hardware (also known as host ID) on which the Seat or Licence Key is initially installed, except where Code Red may separately agree to authorise the transfer (also known as re-hosting) of such Seat or Licence Key to another host ID.

(ii) COPYING: You shall not use or copy the Software or Licence Keys except as expressly authorised in this Licence. You may make one additional copy of the delivered Software media or image for backup or archival purposes.

(iii) UPDATES AND UPGRADES: Upgrades and Updates replace the earlier releases of Software that you are upgrading or updating, and are not additional copies. When you upgrade or update the Software, the Licence Key for such new release replaces your existing Licence Key. Therefore, if you are receiving the Software as an Update or upgrade, you obtain no rights to, and shall not, install or use this Update or upgrade unless you have first ceased all use of, and deleted, your Licence Key for the version of the Software that you are updating or upgrading.

(iv) PERMITTED USERS: The Software and Licence Keys shall be used only by your employees, or by your bona fide sub-contractors for whose acts and omissions you hereby agree to be responsible to Code Red to the same extent as those of your employees, and provided always that such sub-contractors; (i) work only onsite at your premises; (ii) are aware of the terms of this Licence; (iii) are contractually obligated to use the same only for your benefit, and (iv) agree to assign all their work product and any rights they create therein in the supply of such work to you. Only the single individual, company or other legal entity to whom Code Red is supplying this Licence may use the Software and Licence Keys. You shall not allow third parties (including but not limited to any subsidiary, parent or affiliated companies, or offsite contractors you may have) to use the Software or Licence Keys unless Code Red specifically agrees otherwise with you on a case by case basis.

(v) REMOTE USE: The Software and Licence Keys shall only be used onsite at your premises, except when used offsite by an employee (but not a sub-contractor) of yours, on a portable computer, in accordance with the "SEATS, INSTALLATION AND LICENCE KEYS" paragraph above, as part of his or her normal work activities, and only for your benefit.

(vi) MULTIPLE VERSIONS: The media on which the Software resides may contain more than one version of the Software, each of which is compatible with a different operating system (such as Microsoft Windows XP Professional and Red Hat Linux). Each version may only be installed and used by you to the extent that you have valid Seats and Licence Keys from Code Red.

(vii) DEMONSTRATION USE RESTRICTION: If your Licence Key is Demonstration Only, or the Software is identified as a demonstration version (collectively "Demonstration Software"), then notwithstanding anything else in this Licence, YOU AGREE TO USE THE SOFTWARE ONLY FOR DEMONSTRATION PURPOSES, AND CODE RED DOES NOT GRANT YOU ANY RIGHTS TO EVALUATE, DISTRIBUTE OR SUB-LICENCE SOFTWARE APPLICATIONS UNDER THIS LICENCE. Demonstration Software can be upgraded to Evaluation Software by registering the product with Code Red.

(viii) EVALUATION USE RESTRICTION: If your Licence Key is Evaluation Only, or the Software is identified as an evaluation version (collectively "Evaluation Software"), then notwithstanding anything else in this Licence, YOU AGREE TO USE THE SOFTWARE ONLY FOR EVALUATION PURPOSES, AND CODE RED DOES NOT GRANT YOU ANY RIGHTS TO DISTRIBUTE OR SUB-LICENCE SOFTWARE APPLICATIONS UNDER THIS LICENCE. Evaluation Software can be upgraded to a full licence by purchasing a full licence from Code Red.

(ix) ACADEMIC OR EDUCATIONAL USE RESTRICTION: If you or your employer or institution paid academic or educational pricing for the Software, or the Software is identified as an academic or educational version, then notwithstanding anything else in this Licence, YOU AGREE TO USE THE SOFTWARE ONLY FOR ACADEMIC, NON-COMMERCIAL PURPOSES, AND CODE RED DOES NOT GRANT YOU ANY RIGHTS TO DISTRIBUTE OR SUB-LICENCE SOFTWARE APPLICATIONS UNDER THIS LICENCE.

(x) REVERSE ENGINEERING: Except to the extent that such activity is permitted by applicable law you shall not reverse engineer, decompile or disassemble any of the Software. If the Software was provided to you in Europe you shall not reverse engineer, decompile or disassemble any of the Software for the purposes of error correction.

(xi) BENCHMARKING: This licence does not prevent you from using the Software for internal benchmarking purposes. However, you shall treat any and all benchmarking data relating to the Software, and any other results of your use or testing of the Software which are indicative of its performance, efficacy, reliability or quality, as confidential information and you shall not disclose such information to any third party without the express written permission of Code Red. Code Red may agree to waive the restrictions in this paragraph if requested in writing.

(xii) RESTRICTIONS ON TRANSFER OF LICENSED RIGHTS: The rights granted to you under this agreement may not be assigned, sublicensed or otherwise transferred by you to any third party without the prior written consent of Code Red. You shall not rent or lease the Software, or share it with contractors or third parties.

(xiii) COPYRIGHT AND RESERVATION OF RIGHTS: The Software is owned by Code Red or its licensors and is protected by copyright and other intellectual property laws and international treaties. The Software is licensed not sold. You acquire no rights to the Software other than as expressly provided by this Licence. You shall not remove from the Software any copyright notice or other notice and shall ensure that any such notice is reproduced in any copies of the whole or any part of the Software made by you.

3. CONFIDENTIALITY.

You acknowledge that the Software, Licence Keys, and any benchmarking data and related information mentioned in Clause 2 contain trade secrets and confidential material, and you agree to maintain them in confidence and apply security measures no less stringent than the measures which you apply to protect your own like information, but not less than a reasonable degree of care, to prevent their unauthorised disclosure and use. Subject to any restrictions imposed by applicable law, the period of confidentiality shall be indefinite. You agree that you shall not use any such information other than in normal use of the Software under the licences granted in this Licence.

4. DISCLAIMER OF WARRANTIES.

(i) YOU AGREE THAT THE SOFTWARE IS LICENSED "AS IS", AND THAT CODE RED EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

(ii) YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION OF SOFTWARE APPLICATIONS, INCLUDING WITHOUT LIMITATION, APPLICATIONS DESIGNED OR INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONARY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

5. LIMITATION OF LIABILITY.

(i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODE RED BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF CODE RED WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(ii) Code Red does not seek to limit or exclude liability for death or personal injury arising from Code Red's negligence and because some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages the above limitation relating to liability for consequential damages may not apply to you.

(iii) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENCE, THE MAXIMUM LIABILITY OF CODE RED TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST CODE RED IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS LICENCE SHALL NOT EXCEED THE TOTAL OF SUMS PAID BY YOU TO CODE RED (IF ANY) FOR THIS LICENCE.

6. THIRD PARTY RIGHTS.

(i) The Software is supplied with, and uses, third party software or materials which are governed by their own separate licence agreements set forth in Schedule 2 (together "Separate Files"). This Licence does not apply to such Separate Files and they are not included in the term "Software" under this Licence. You agree to comply with all terms and conditions imposed on you in respect of such Separate Files ("Third Party Terms"). Any provisions in this Licence which differ from Third Party Terms are offered by Code Red alone and shall not supersede or modify any Third Party Terms. In addition to Third Party Terms, the disclaimer of warranty and limitation of liability provisions in this Licence shall apply to all Software and Separate Files.

(ii) CODE RED HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED FROM ANY THIRD PARTIES REGARDING ANY SEPARATE FILES, ANY THIRD PARTY MATERIALS INCLUDED IN THE SOFTWARE, ANY THIRD PARTY MATERIALS FROM WHICH THE SOFTWARE IS DERIVED (COLLECTIVELY "OTHER CODE"), AND THE USE OF ANY OR ALL THE OTHER CODE IN CONNECTION WITH THE SOFTWARE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

(iii) NO THIRD PARTY LICENSORS OF OTHER CODE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND WHETHER MADE UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OTHER CODE OR THE EXERCISE OF ANY RIGHTS GRANTED UNDER EITHER OR BOTH THIS LICENCE AND THE LEGAL TERMS APPLICABLE TO ANY SEPARATE FILES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(iv) The Software includes materials supplied by third party device manufacturers for use with their relevant target devices. To the extent such materials are either (i) identified as such in the Software (for example in a "Help About" box or on-screen copyright message), or (ii) presented, in a standard installation, for selection by you at a path name or file name which contains the name of the relevant manufacturer or device, you agree to use such materials (if at all) only to develop applications for the relevant devices of that vendor.

(v) The source code for the components of the Software as identified in Schedule 1 to this Agreement is available from Code Red and can be obtained at http://www.code-red-tech.com/.

7. SUPPORT AND MAINTENANCE

Code Red shall provide support in the form of email support and maintenance in the form of Updates ("Support and Maintenance") to you for a period of one (1) year following the date of your purchase of a full license to the Software. Such Support and Maintenance shall be renewable at Code Red's then current support and maintenance rates. Support and Maintenance shall not be provided for Demonstration Software or Evaluation Software. Notwithstanding the foregoing, if you have Evaluation Software, you will receive access to crucial updates to the Software.

8. U.S. GOVERNMENT END USERS.

US Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation is restricted in accordance with the terms of this Licence.

9. TERM AND TERMINATION.

This Licence shall remain in force until terminated by you, by Code Red or by expiry (in the case of a time limited licence). Without prejudice to any of its other rights if you are in breach of any of the terms and conditions of this Licence then Code Red may terminate this Licence immediately upon giving written notice to you. You may terminate this Licence at any time. Upon termination of this Licence by you or by Code Red you shall stop using the Software and destroy all copies of the Software in your possession together with all documentation and related materials. The provisions of clauses 3, 5, 6, 8, 9 and 10 shall survive termination of this Licence.

10. GENERAL.

(i) This Licence is governed by the laws of the State of California. Except where Code Red agrees otherwise in a written contract signed by you and Code Red, this is the only agreement between you and Code Red relating to the Software and it may only be modified by written agreement between you and Code Red. Except as expressly agreed in writing, this Licence may not be modified by purchase orders, advertising or other representation by any person. If any clause or sentence in this Licence is held by a court of law to be illegal or unenforceable the remaining provisions of this Licence shall not be affected thereby. The failure by Code Red to enforce any of the provisions of this Licence, unless waived in writing, shall not constitute a waiver of Code Red's rights to enforce such provision or any other provision of this Licence in the future.

(ii) At Code Red's request, you agree to check your computers for installations of the Software, copies of Licence Keys, contents of any licence server log files, individual or concurrent usage of Seats, and any other information requested by Code Red relating to Software installation, usage and Licence Key management, and to provide this information to Code Red. Code Red will not make such a request more frequently than once per year, except as necessary where Code Red believes, in good faith, that an additional check is needed (for example after re-hosting a Licence Key). You agree that auditors nominated by Code Red may also perform such checking and reporting on behalf of Code Red by prior appointment during your normal business hours on seven (7) days' notice. Code Red shall bear the auditors' costs for that audit unless it reveals unlicensed usage in which case you shall promptly reimburse Code Red for all reasonable costs and expenses, including professional fees, relating to such audit. Any information which is disclosed to Code Red or such auditors during checking or audit shall be treated as your confidential information and shall only be used by Code Red for licence management, compliance and enforcement purposes.

(iii) The Software provided under this Licence is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply fully with all laws and regulations of the United States and other countries ("Export Laws") to assure that the Software, is not (1) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S.A. export restrictions or to any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government; or (2) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

SCHEDULE 1

SOFTWARE

Sun Java files (OBJECT CODE)

Eclipse/jre directory

Eclipse files (OBJECT CODE)

- Eclipse directory

- Code Red Plugins to enhance the Eclipse functionality:

crt.advproject

com.crt.config

com.crt.ctrlcenter

com.crt.lite.*

com.crt.debugmgr