1. ORDERS: ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY CONFIRMATION IN WRITING BY INVENSENSE’S AUTHORIZED OFFICERS. These terms and conditions apply to all quotations made and purchase orders accepted by InvenSense; they are an integral part of the agreement between InvenSense and Purchaser. Any additional or different terms or conditions provided by Purchaser on Purchaser’s acknowledgement form or any other material provided by Purchaser (“Purchaser Terms”) are deemed to be a material alteration of this agreement and are hereby objected to by InvenSense and shall be deemed inapplicable to this agreement, unless otherwise specifically agreed to in a writing signed by an authorized representative of InvenSense. Notwithstanding any requirement by Purchaser that Purchaser Terms apply, Purchaser’s acceptance of InvenSense products or services or technical advice in connection with the Products or Purchaser’s order will constitute Purchaser’s rejection of the Purchaser Terms and acceptance by Purchaser of this agreement. In the event that for this agreement Purchaser’s terms shall be deemed to be an offer, InvenSense hereby rejects such offer and proposes that an agreement be formed on the terms hereof. InvenSense’s failure to object to provisions contained in any communication from Purchaser shall not be deemed a waiver of these terms and conditions
    
2. QUOTATIONS: Subject to the provisions hereof, all quotations submitted are firm for thirty (30) days from the date of the quotation unless indicated differently on the face of the quotation, and thereafter InvenSense may change the quotation without notice. Price quotations, including any applicable quantity break prices, apply only to quantities shipped within eight (8) months from date of quotation.
    
3. PRICES: Applicable prices are those specified in InvenSense’s quotation or, if the quotation has expired, those specified in InvenSense’s confirmation and do not include applicable destination charges or taxes. InvenSense reserves the right to quote and/or adjust prices involving precious metal content of products to reflect fluctuations in precious metal prices. Prices are subject to revision when interruptions, delays, engineering changes or changes in the quality are caused or requested by Purchaser. Prices are also subject to revision based on changes in economic and financial conditions after the date of quotation or confirmation over which InvenSense has no control. All prices quoted and confirmed are subject to correction for clerical errors.
    
4. TAXES: In addition to the applicable prices, Purchaser agrees to pay an amount equal to any and all applicable federal, state, and local taxes, duties and other levies, which amounts shall be an additional charge to Purchaser hereunder.
    
5. LEADTIME AND FORECAST: The initial delivery for the first order shall be fourteen (14) weeks from acceptance of the purchase order unless otherwise specified in writing. Thereafter, orders will be shipped per Purchaser’s specified shipment schedule. Purchaser shall provide InvenSense with a twelve (12) month rolling forecast beginning with the issuance of the initial purchase order. Said purchase order shall contain expected monthly volumes for the 12 months ahead which shall be updated each month and provided to InvenSense no later than the 5th day of each month.
    
6. PACKAGING: Standard packaging for domestic commercial shipment is included in the quoted price. When special packaging is specified or required involving expense exceeding that for standard domestic commercial shipment, Purchaser will reimburse InvenSense for the additional expense. Reasonable care is exercised in packaging goods for shipment and InvenSense assumes no responsibility for delay, breakage or damage after delivery to the carrier. Purchaser will file any claims for breakage or damage with the carrier and InvenSense will render reasonable assistance in securing satisfactory adjustment of such claims.
    
7. TITLE AND DELIVERY: All sales are F.O.B. point of shipment. Title and risk of loss pass to Purchaser upon delivery items to carrier at shipping point, which delivery shall constitute delivery to Purchaser for all purposes. Unless otherwise specified by InvenSense, the point of shipment shall be InvenSense’s designated facility. Unless specific instructions from Purchaser specify which method of shipment is to be used, InvenSense will exercise its own discretion. Shipping dates are approximate and are based upon prompt receipt by InvenSense from Purchaser of all necessary information.
    
8. PAYMENT: (a) Unless credit is extended, payment will be required in full prior to shipment. In the event Purchaser becomes the subject of a bankruptcy or other insolvency proceeding, or fails to pay InvenSense’s invoices as they become due, InvenSense may cancel any order then outstanding and receive reimbursement for the cancellation damages.
    
   (b) Each shipment shall be considered a separate independent transaction, and payment thereof shall be made accordingly. If shipments are delayed by Purchaser, InvenSense may invoice on the date when InvenSense would have made shipment but for the delay.
    
   (c) In case of a partial return of goods by Purchaser owing to defects covered by warranty, the relevant invoice shall be paid within the term stated, for the amount corresponding to the products and/or services accepted. Purchaser is in no event entitled to make reductions on the invoice unit prices or quantities without prior written approval of InvenSense. If invoiced amounts are not paid when due, Purchaser will pay, in addition to all amounts otherwise due InvenSense and without limiting any remedies available to InvenSense at law or in equity, a delinquency charge in the amount of one and one-half percent per month (eighteen percent per annum) on such overdue amounts.
    
   (d) Purchaser grants to InvenSense a security interest in all items purchased by Purchaser from InvenSense to secure payment in full of all amounts due from Purchaser to InvenSense. Purchaser will cooperate with InvenSense to do all acts deemed necessary or advisable by InvenSense to perfect said security interest.
    
9. CANCELLATION AND RESCHEDULE: (a) No cancellation for InvenSense’s default shall be effective unless InvenSense shall have failed to correct such alleged default within forty five (45) days after receipt by InvenSense from Purchaser or written notice of default.
    
   (b) Orders accepted by InvenSense are firm and non-cancelable. InvenSense will not accept cancellations or reschedule of orders, other than for default of InvenSense or upon payment of all InvenSense’s costs incurred for and reasonably allocated to the portion of the work already terminated and/or work in process, in accordance with generally accepted accounting principles, and together with cancellation charges shown in
   (f) below. Deliveries scheduled within ninety (90) days from time of shipment cannot be changed unless authorized in writing by InvenSense.
    
   (c) If the termination involves custom products, such as but not limited to, Special Marked products and/or Special Screened products, cancellation charges for such products shall equal the order price for the total number of units representing work in process. Unless otherwise agreed and confirmed in writing by InvenSense, items scheduled for shipment are not subject to revision, reschedule or termination within ninety
   (90) days prior to date quoted by InvenSense.
    
   (d) InvenSense reserves the right to cancel the remaining quantity of an item or an order when the value of the remaining quantity is below minimum item or order value accepted by InvenSense.
    
   (e) InvenSense reserves the right to cancel all or part of any order accepted if inaccurate or incorrect information is supplied by Purchaser, which in InvenSense’s judgment, affects InvenSense’s financial risk or ability to perform its obligations under the order, or otherwise materially changes the rights or responsibilities of Purchaser and/or InvenSense under the order.
    
   (f) InvenSense reserves the right to invoice the Purchaser a cancellation charge which may include, but not be limited to, bill back to the unit price of the quantity delivered to the Purchaser, times that quantity, less a credit for any amount previously paid by the Purchaser and a cancellation charge based on the value of the unshippable value of the order.
    
10. SERVICES; CHANGES TO SPECIFICATIONS: Services will be provided on a time and materials basis at InvenSense’s then current hourly rates or at rates mutually agreed to in writing. InvenSense will use commercially reasonable efforts to provide any agreed deliverables in accordance with the delivery schedule as agreed by InvenSense. InvenSense will invoice Purchaser on or after the date of performance of the relevant services. InvenSense owns and will continue to own all worldwide right, title and interest in any materials, documentation, and software that are used in performing the services, as well as any deliverables created during the performance of or resulting from the services. Title to all intellectual property rights created by or on behalf of InvenSense in performing services shall vest in InvenSense, including without limitation intellectual property rights created by InvenSense in the design, development and manufacture of custom products or software and no transfer of title to, or license in favor of, Purchaser of any intellectual property rights used by or on behalf of InvenSense in the provision of Services shall occur. InvenSense reserves the right to change the specifications of any product and/or service (including all statements and data appearing in InvenSense’s catalogs, data sheets and advertisements) without notice. If specifications are changed, InvenSense assumes no obligation to provide the change on products and/or services previously purchased or to continue to supply discontinued products and/or services or versions. InvenSense may substitute products manufactured to such modified specifications for those specified herein provided such products substantially conform to the products described in the sale contract.
     
11. INSPECTION & ACCEPTANCE:
     
    Within thirty (30) days after delivery to Purchaser of products and/or services sold by InvenSense, Purchaser will inspect them and give written notice to InvenSense of any products and/or services rejected, describing the products and/or service rejected and specifying in detail the reason or reasons why the rejected products and/or services do not conform to the sale contract. Upon receiving authorization and shipping instructions from authorized personnel of InvenSense, Purchaser may return rejected products, transportation charges prepaid, for replacement. Purchaser will be deemed to have irrevocably accepted any and all products and/or services with respect to which Purchaser has failed to give InvenSense written notice of rejection by registered or certified mail within the 30-day period. Purchaser’s inspection and/or acceptance tests shall not exceed the inspection and/or test procedures customary in the industry for the products and/or services delivered by InvenSense and shall be at Purchaser’s expense. InvenSense may charge to Purchaser any costs resulting from the testing, handling, and disposition of any products returned by Purchaser which are not found by InvenSense to be nonconforming.
     
12. INVENSENSE’S WARRANTY: (a) LIMITED WARRANTY: IT IS EXPRESSLY AGREED THAT NO WARRANTY, OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NOR ANY OTHER WARRANTY (EXPRESS, IMPLIED OR STATUTORY) IS MADE BY INVENSENSE, EXCEPT THAT INVENSENSE WARRANTS THE GOODS TO BE FREE FROM DEFECTS IN MATERIALS AND NORMAL WORKMANSHIP AS GOVERNED AND DEFINED BY INVENSENSE, INC. INVENSENSE DOES NOT PROVIDE ANY WARRANTY FOR SERVICES RELATED TO PRODUCTS AND/OR SERVICES IS PROVIDED “AS IS”.
     
    (1) InvenSense will replace or credit, at their option, any product they deem defective. InvenSense will not be under any obligation to replace any device but will issue credit, at their option, upon verification of the Purchaser’s complaint. If, after InvenSense’s evaluation of, it is found the defect was caused by the Purchaser or the device is acceptable, the InvenSense will return said device to the Purchaser and rebill or deny the debit. (2) All transportation charges will be the obligation of the Purchaser. (3) This warranty period is limited to thirty (30) days from date of shipment unless stated otherwise in writing by InvenSense. In no event shall the InvenSense be liable for loss of profit, loss of use, incidental damages, consequential damages or any loss, cost, or damages of any kind based upon a claim for defective products or breach of warranty.
     
    (b) DEVELOPMENTAL ITEMS: DEVELOPMENTAL, EXPERIMENTAL OR PROTOTYPE ITEMS DELIVERED HEREUNDER SHALL BE SUBJECT TO ALL OF THE PROVISIONS OF THE FOREGOING WARRANTY EXCEPT THAT SUCH ITEMS ARE WARRANTED TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND TO MEET THE APPLICABLE PRELIMINARY SPECIFICATIONS ONLY AT THE TIME OF RECEIPT BY PURCHASER AND FOR NO LONGER PERIOD OF TIME.
     
    (c) NONSTANDARD ITEMS: INVENSENSE MAKES NO WARRANTY OR GUARANTEE OF ANY KIND WITH RESPECT TO SALES OR ORDERS FOR NONSTANDARD OR SUB-GRADE ITEMS. ITEMS SOLD UNDER SUCH SALES OR ORDERS ARE FURNISHED “AS IS”.
     
    (d) LIFE SUPPORT DEVICES: INVENSENSE’S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS OF LIFE SUPPORT DEVICES OR SYSTEMS. INVENSENSE DISCLAIMS ANY WARRANTY OR RESPONSIBILITY FOR SUCH USAGE, WHICH SHALL BE AT PURCHASER’S SOLE RISK, EVEN IF INVENSENSE HAS BEEN PREVIOUSLY NOTIFIED OF SUCH USAGE. AS USED HEREIN, “LIFE SUPPORT DEVICES OR SYSTEMS” ARE DEVICES OR SYSTEMS WHICH ARE INTENDED FOR IMPLANT INTO THE BODY TO SUPPORT OR SUSTAIN LIFE, OR TO ASSIST THEREIN, AND WHOSE FAILURE TO PERFORM CAN BE REASONABLY EXPECTED TO RESULT IN SIGNIFICANT INJURY TO THE USER. A “CRITICAL COMPONENT” IS ANY COMPONENT OF A LIFE SUPPORT DEVICE OR SYSTEM WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO
     
    CAUSE OR RESULT IN THE FAILURE OF PERFORMANCE OF A LIFE SUPPORT DEVICE OR SYSTEM OR TO ADVERSELY AFFECT ITS SAFETY OR EFFECTIVENESS.
     
    (e) MILITARY APPLICATIONS OR GOVERNMENT FUNDED CONTRACTS: INVENSENSE’S PRODUCTS SHOULD NOT BE USED OR SOLD FOR USE IN THE DEVELOPMENT, PRODUCTION, STOCKPILING OR UTILIZATION OF ANY AND ALL MILITARY WEAPONS OR FOR OTHER PRODUCTS FUNDED BY THE GOVERNMENT THAT ARE CONTROLLED OR RESTRICTED BY FOREIGN TRADE LAWS OF THE UNITED STATES THAT REQUIRE EXPORT LICENSES.
     
    (f) TECHNICAL ADVICE: INVENSENSE’S WARRANTIES AS HEREIN ABOVE SET FORTH SHALL NOT BE ENLARGED, DIMINISHED, OR OTHERWISE AFFECTED BY, NOR SHALL ANY OBLIGATION OR LIABILITY OF INVENSENSE ARISE OUT OF INVENSENSE’S RENDERING OF TECHNICAL ADVICE OR SERVICE IN CONNECTION WITH PURCHASER’S ORDER OR THE PRODUCTS FURNISHED HEREUNDER.
     
13. PATENTS: (a) Purchaser shall indemnify, defend and hold InvenSense harmless against any expenses, damages, cost or losses including attorneys fees, resulting from any suit or proceeding instituted or claim asserted (including settlement of any of the foregoing), for infringement of patents, copyrights, trademarks or other intellectual property rights or for unfair competition arising from compliance with Purchaser’s designs or specifications or arising from use of products and/or services furnished hereunder in any manufacturing or other process or the combination of such products with items not supplied by InvenSense. (b) The sale of products and/or services or any parts thereof hereunder confers upon Purchaser no license, express or implied, under any patent rights of InvenSense. (c) The foregoing states the sole and exclusive liability of the parties hereto for patent infringement and is in lieu of all warranties or other obligations, express, implied or statutory, with respect thereto.
     
14. LIMITATION OF LIABILITY:
    LIABILITY OF INVENSENSE TO PURCHASER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ANY ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE SHALL BE LIMITED TO THE PRICE SPECIFIED IN THE SALE CONTRACT FOR THE SPECIFIC PRODUCT OR PRODUCTS OR SERVICES THAT CAUSED THE DAMAGES OR THAT ARE THE SUBJECT MATTER OF, OR ARE DIRECTLY OR INDIRECTLY RELATED TO THE CAUSE OF ACTION. IN NO EVENT SHALL INVENSENSE BE LIABLE TO PURCHASER OR OTHERS FOR LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF USE OR OTHER SPECIAL COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION THEREOF, WHETHER IN CONTRACT OR IN TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, EVEN IF INVENSENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST PURCHASER BY ANY THIRD PARTY. PURCHASER ASSUMES ALL LIABILITY FOR ANY AND ALL DAMAGES ARISING FROM OR IN CONNECTION WITH, THE USE OR MISUSE OF THE PRODUCTS BY PURCHASER, ITS EMPLOYEES, OR OTHERS.
     
15. FORCE MAJEURE: InvenSense will not be responsible or liable for any delay or failure in performance arising as a result of fire, accident, acts of God, acts of public enemy, war, labor disputes, failure or delays, transportation, inability to secure product, raw materials or machinery for the manufacturing process, requirements or acts of any government or agency thereof, judicial action or other causes beyond InvenSense’s control. In such event, InvenSense may defer performance for a period equal to the time lost by reason of the delay. If such time exceeds forty- five (45) days, InvenSense may by written notice to Purchaser cancel the affected order(s) as to any products and/or services then undelivered without liability to Purchaser.
     
16. CONFIDENTIAL INFORMATION: All drawings, diagrams, specifications, technical information, and other material and information furnished by InvenSense and identified as confidential (hereinafter collectively called “Confidential Information”) are proprietary to InvenSense and contain trade secrets.
     
    Purchaser shall not use, reproduce, distribute or disclose such Confidential Information, except that Confidential Information may be disclosed, with appropriate safeguards against re-dissemination, to employees of Purchaser with respect to whom such information is necessary to the performance of their duties hereunder. Purchaser recognizes that such proprietary information is unique and consents to the remedy of injunction in addition to damages for a violation of this provision.
     
17. GOVERNING LAWS: This contract will be governed by and construed in accordance with the laws of the State of California, and in the case of international sale of goods with respect to which the Convention or Contracts for the International Sale of Goods (“CISG”) or any other law would otherwise apply, the Uniform Commercial Code as adopted in the State of California, and not CISG or any such other law, shall apply. Purchaser agrees that it will submit to the personal jurisdiction of the competent courts of the State of California and of the United States sitting in Santa Clara County, California, in any controversy or claim arising out of the sale contract, and that service of process mailed to it at 1745 Technology Dr., San Jose, CA 95110, by registered mail, return receipt requested, shall be effective service of process in any such court.
     
18. EXPORT CONTROL: (a) With respect to the resale, export or any other disposition of products and/or services or technical information furnished hereunder, Purchaser will comply fully with all export control laws and regulations of the United States Government and with any applicable laws and regulations of any other country.
     
     (b) Purchaser agrees not to export or re-export either directly or indirectly any technical data furnished hereunder or the direct product of such technical data to any country which, as set forth in the Export Administration Regulations of the United Sates Department of Commerce, is prohibited.
     
19. U.S. GOVERNMENT CONTRACTS: If this sale contract is entered into in connection with or under a U.S. Government contract or subcontract, the mandatory subcontract clauses required by applicable U.S. Government procurement regulations to be included in subcontracts of the same type, amount and tier as this sale contract shall be incorporated herein by reference, unless InvenSense takes exception thereto or receives a waiver therefrom. Unless InvenSense specifically agrees otherwise in writing, InvenSense takes exception to any and all requirements for certification in writing of cost and pricing data, and compliance with Cost Accounting Standards.
     
20. SEVERABILITY OF PROVISIONS: In the event of any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this contract will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
     
21. COMPLETE AGREEMENT: The quotation, confirmation (acknowledgment) or invoice including these terms and conditions and all attachments and documents incorporated by reference herein, constitute the complete and exclusive statement of the terms and conditions of the sale contract between InvenSense and Purchaser and supersede all prior or contemporaneous agreements, representations and/or communications, either oral or written, between the parties hereto or any representative of such parties with respect to the subject matter hereof. No change to this contract or waiver of any provision hereof will be binding on InvenSense unless made in writing and signed by a duly authorized officer of InvenSense. No field representative of InvenSense has the authority to sign such documents.

By accessing, browsing, using, and/or downloading materials from the InvenSense website (hereinafter, the “Website”), the user (“you”) acknowledges acceptances of these terms and conditions. InvenSense, Inc. (the “Company,” “InvenSense,” “we,” “our”) may revise these Terms of Use from time to time at its sole discretion. By using this Website, you agree to be bound by such revisions. We strongly recommend that you visit this page from time to time to review the then-current Terms by which you are bound. If at any time you do not agree to these Terms of Use, please do not access any part of this Website.

Privacy Policy and Cookie Policy

The InvenSense Privacy Policy is included in these Terms of Use and constitutes a part thereof.

General Use

The information posted on the Website and other content that constitutes the Website, in whole or in part (including, but not limited to, texts, photos, designs, and logos), are protected by the laws and regulations of various countries and by treaties. Use of this information (including reproduction, modification, uploading, display, transmission, licensing, and sale) for purposes other than personal use or other uses permitted by law is prohibited without InvenSense’s prior written consent.

As allowed by robots.txt protocol, a crawler can be used solely for the purpose of crawling the Website, but InvenSense may, at its discretion, block any crawlers.

InvenSense may, at its discretion, block any suspicious IP address in order to continue provision of services on the Website or to maintain its safety.

Copyrights and Trademarks

All content (including software) provided on the Website is copyrighted material of InvenSense and its affiliates, all rights reserved. All provided software must be used in accordance with the applicable software user license agreements and applicable laws, regulations, and treaties.

“InvenSense”, “Chirp”, and “TDK” trademarks, logos, and the names of InvenSense, Chirp, and TDK products mentioned on the Website are registered and nonregistered trademarks of InvenSense and its affiliates. Other product and company names are the trade names, trademarks, or registered trademarks of their respective holders. Nothing contained on the Website should be construed as granting any license or right to use any trademark displayed without the explicit written permission of the party that owns the trademark.

Availability

Any information posted on the Website may be about products, services, or applications and software not published or offered in a customer’s country. This information does not necessarily mean the intention of InvenSense to publish or offer these products, services, or application software in a customer’s country. For information about products, services, or application software available in any country, please consult your InvenSense sales or account representative.

InvenSense reserves the right to change or discontinue at any time, without notice, any products, software, applications, or specifications described on this Website.

InvenSense Developers Corner

A registered member can have one account. Unless InvenSense approves separately, a registered member cannot have two or more accounts.

• Access

Access to certain products and services offered through the InvenSense Developers Corner requires that you register and create an account and is at your own risk. This access and account is provided as a courtesy, and we reserve the right to withdraw or amend the provided functionalities at any time and without prior notice.  InvenSense is not liable for any unavailability of the account or access at any time or for any period and we reserve the right to restrict access to any part of the  Website (in whole or in part) to registered users at our option and discretion.

Conditions for registration include the following:

• You are 18 years of age or older;
• You agree to the Terms of Use;
• You agree to the Software License Agreements;

Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution.

• Use

Any information, comments, or materials you provide will not be deemed confidential. By sending information or materials to InvenSense or through the Website, you grant InvenSense an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, or distribute such materials or information. You agree that InvenSense is free to use any ideas, concepts, know-how, or techniques that you may share through the Website (including any information disclosed in the discussion forums or message boards).

If you request removal of your personal information from your account, InvenSense will comply in accordance with   applicable laws and our Privacy Policy. Posts, comments, or other content you previously submitted to the Developer Forum will generally remain visible as part of the forum’s discussion history. Where such content contains personal information, InvenSense may anonymize or remove that information as required by law.

• Management of Account and Password

Your Developers Corner account is personal to you and you agree to assume all responsibility for any activities (including downloads) using your account. When registering an account, you will need to choose and set log-in credentials and provide additional pieces of information as may be required. All such information should be treated as confidential and you must not disclose it to any third party. In completing your account registration, you represent that all information you have provided is true and accurate and that it is your responsibility to keep your registered information up to date. Termination or deletion requests can be submitted to INV-INV-privacy@tdk.com.

• Change to Registered Information

In the event there is a change to registered information supplied at the time of registration, the registered member must immediately change the registered information (some information such as email address cannot be changed). When it is apparent that registered information is incorrect (company name, zip code and address, etc.), InvenSense may correct it at its sole discretion.

Prohibitions

You are prohibited from posting or transmitting to or from this Website any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law in any jurisdiction.

Indemnification

You agree to indemnify, defend, and hold InvenSense and its affiliates, officers, agents, employees, and vendors, harmless from any claim or demand, including court costs and reasonable attorneys’ fees, made by any party due to or related to any content you submit, post, transmit or make available through the Website, your violation of these Terms of Use, or your violation of any rights of another. This includes, but is not limited to, any claim of libel, defamation, obscenity, negligence, violation of rights of privacy or publicity, loss of service by other users of the Website, property damage, and infringement of intellectual property or other rights. InvenSense will timely notify you of any claim for which it seeks indemnification. You will be afforded the opportunity to participate in the defense of such claim, provided that your participation is not deemed obstructive or prejudicial to InvenSense’s interests, as determined at InvenSense’s sole discretion.

No Warranties

ALL WEBSITE CONTENT IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL INVENSENSE OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE OR CONTENT PROVIDED WITHIN EVEN IF INVENSENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

InvenSense takes due care regarding information posted on the Website. Nonetheless, InvenSense makes no warranty concerning the accuracy, validity, reliability, suitability, for a particular use, or safety (including termination of function, correction of errors, and absence of computer virus or other harmful elements on the Website or servers) of the information made available on the Website. InvenSense shall not be liable for any harm resulting from the use of information on the Website or the inability to use such information.

Disclaimer

InvenSense may, without prior notice, change the content of the Website, or suspend or terminate its operation. InvenSense shall not be liable for any harm resulting from any changes or lack of update to the content of the Website or from suspension or termination of its operation.

Links to Third-Party Sites; Third-Party Materials

Our Website may contain links to non-InvenSense websites. These links are provided as a convenience, and InvenSense assumes no responsibility for the content of any third-party website. In addition, our Website may include articles, content, and materials compiled by other companies and introductions to websites and products or services operated by other companies. In no event shall InvenSense be responsible in any way for such materials. Any non-InvenSense website accessed from the Website is independent from InvenSense; InvenSense shall not be liable for any harm resulting from the use of or inability to use such information.

References or links to any third-party website, product, or service does not imply any endorsement or approval by InvenSense of that third party or of any product or service it provides.

Export

The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the materials you may obtain from the Website to countries or persons prohibited under US export control laws. By downloading any materials, you represent that you are not in a country where such export is prohibited and that you are not on the US Commerce Department’s Table of Denial Orders or the US Treasury Department’s list of specially-designated Nationals.

Applicable Law

This Website is controlled by InvenSense from its offices within the United States of America. Unless otherwise provided, interpretation and use of the Website and the Terms of Use shall be governed by the laws of California, USA, and applicable federal laws, without giving effect to the conflicts of laws principles. If any provision of these Terms of Use is determined to be unlawful, invalid, or unenforceable, the validity and enforceability of any other provision shall not be affected. All disputes arising out of the use of the Website shall be submitted to the exclusive jurisdiction of and venue in the state and federal courts located in Santa Clara County, California, and both parties hereby consent to the personal and exclusive jurisdiction and venue of these courts.

Please read the following license agreements and scroll down to the bottom of the document to agree to its terms and conditions. Once you agree, your download will begin.

IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENTS CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, DEVELOPER KITS, SUPPORT PACKAGES, REFERENCE DESIGNS, DOCUMENTATION, AND/OR ANY OTHER MATERIALS AVAILABLE AND DOWNLOADED BY YOU FROM THE TDK INVENSENSE “DEVELOPERS PAGE” (https://uat.invensense.com/developer-hub-page) (“LICENSED MATERIALS”). THE LICENSED MATERIALS ARE FOR USE SOLELY AND EXCLUSIVELY WITH TDK INVENSENSE OR CHIRP PRODUCTS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENTS, YOU MUST NOT DOWNLOAD, INSTALL, COPY, OR OTHERWISE USE THE LICENSED MATERIALS.

If you are accepting these License Agreements on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to these License Agreements, and in which case “you” or “your” shall mean such entity. In addition, you represent and warrant that you are not located in, under the control of, or a national or resident of any OFAC (Office of Foreign Assets Control) prohibited country. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. A “Prohibited Person” means a country, person, or entity with whom U.S. persons or entities are restricted from doing business under OFAC regulations (including those named on OFAC’s list of Specially Designated Nationals and Blocked Persons) or under any statute, executive order, or other U.S. government action or government lists.

If you cannot represent to the above, or if you disagree with any of the terms contained herein, TDK InvenSense and Chirp do not grant you a license to use the Licensed Materials.

By selecting “I AGREE” below, or by downloading, installing, copying or otherwise using the Licensed Materials, Licensee acknowledges that it, he or she has read all of the terms and conditions of the following Agreements, understands them, and agrees to be bound by them.

A. TDK INVENSENSE LICENSE AGREEMENT: FOR TDK INVENSENSE SMARTAUTOMOTIVE, SMARTBUG™, SMARTINDUSTRIAL, SMARTMOTION®, SMARTPRESSURE, SMARTROBOTICS, SMARTSONIC® and any other product families identified in the TDK InvenSense Developer’s Page (https://uat.invensense.com/developer-hub-page). TDK InvenSense may add other product families and product lines to the Developer’s Page from time to time that will be subject to this Agreement even if they are not specifically identified in this Agreement.

The following License Agreement (“Agreement”) is a binding legal agreement between InvenSense, Inc. located at 1745 Technology Drive, Santa Clara, CA 95110 USA (“TDK InvenSense”) and you (both the individual installing the Software and any single legal entity on behalf of which such individual is acting) (“Licensee”).

1. PURPOSE

This Agreement provides the terms and conditions for Licensee’s licensing of the Licensed Materials downloaded by Licensee from the Developer’s Corner at the following URL: (https://uat.invensense.com/developer-hub-page) and any related documentation (the “Documentation”) provided by or on behalf of TDK InvenSense in connection with the product families listed in the Developer’s Corner website.

2. DEFINITIONS

2.1 “Binary Code” means those portions of Software that are provided to Licensee in binary or object code (i.e., machine readable) form.
2.2 “Confidential Information” means (i) the Software, and any portions, components or sub- files thereof; (ii) the structure, sequence and organization of the Software and the concepts, methods of operations and ideas disclosed therein; (iii) any trade secrets of TDK InvenSense or its affiliates or its or their suppliers relating to the Software; (iv) the Documentation, and (v) the terms and conditions of this Agreement.
2.3 “Documentation” means the instructional documentation for the Software provided to Licensee by or on behalf of TDK InvenSense either directly or downloaded via the Developer’s Corner website.
2.4 “InvenSense Product” means the TDK InvenSense motion processing devices specified on Exhibit A or listed on the Developer’s Corner website that are purchased or sampled or used by Licensee.
2.5 “Licensed Materials” means any and all Software and Documentation available for download at the Developer’s Corner (https://uat.invensense.com/developer-hub-page) or provided directly by TDK InvenSense.
2.6 “Licensee Application(s)” means Licensee applications designed for complete sensor system on chip and microcontroller-based platforms that will incorporate the Software (in Binary Code only) solely for use with InvenSense Product(s) incorporated therein.
2.7 “Modification” means any modification, derivative work, improvement or enhancement of the Licensed Materials that is created by or for Licensee.
2.8 “Software” means the software that is (a) generally made available by TDK InvenSense from its Developer Page website (https://uat.invensense.com/developer-hub-page) and downloaded by Licensee as such software exists as of the date of download and any modifications or updates thereto that TDK InvenSense may make generally available hereunder from time to time in its sole discretion, and (b) provided directly by TDK to Licensee.
2.9 “Source Code” means those portions of the Software, if any, that are provided to Licensee in source code (i.e., human readable) form.
2.10 “Subcontractor(s)” means Licensee’s third-party contract manufacturer(s) or ODM(s) which are bound to written confidentiality and such other restrictions with respect to the Software and other TDK InvenSense confidential information no less stringent than those contained in this Agreement.
2.11 “Terms of Use” means the Terms of Use provided at the tdk.com website: https://uat.invensense.com/terms-of-use/ and agreed to Licensee on the log-in page of the Developer’s Corner at https://uat.invensense.com/en-US/developer-hub-page

3. USE OF LICENSED MATERIALS.

3.1 License Grants. Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement and the Terms of Use, TDK InvenSense grants to Licensee, under TDK InvenSense’s intellectual property embodied in the Licensed Materials, the following non-exclusive, non-transferable, non- sublicensable rights to:

(a) incorporate the Software into Licensee Applications solely for use with the TDK InvenSense Products included in such Licensee Applications;
(b) with respect only to Software provided to Licensee in Source Code, execute, reproduce and modify the Source Code and compile such modified or unmodified Source Code, only to the extent needed to incorporate the Software into Licensee Applications in accordance with clause (a) above;
(c) use the Documentation and make a reasonable number of copies of the Documentation as reasonably necessary to exercise Licensee’s license rights granted in clause (a) and (b) above;
(d) demonstrate the Software solely as incorporated into Licensee Applications and used with the InvenSense Product to actual and prospective customers of Licensee; and
(e) distribute the Software solely as incorporated in Licensee Applications solely and exclusively for use with InvenSense Products included therein to actual customers of Licensee.
Subcontractors. Licensee may engage Subcontractors to exercise Licensee rights in Section 3.1(a), (b) and (c) above.

4. CONDITIONS TO LICENSE GRANTS AND OTHER TERMS

4.1 Compliance with Other Terms and Conditions. The rights granted to Licensee in this Agreement are conditioned on Licensee’s ongoing compliance with the terms and conditions of this Agreement, Terms of Use and of any terms and conditions of sale or other documents provided by or on behalf of TDK InvenSense to Licensee in connection with Licensee’s purchase of InvenSense Product(s), including Licensee’s payment of fees required under such terms and conditions of sale or other documents.
4.2 Restrictions. Licensee agrees to use the Licensed Materials only as permitted in this Agreement. Licensee will have no right to, and will not, (a) transfer, sublicense, distribute, modify, translate, create derivative works of or reproduce Software or Documentation (or any portions thereof) except as expressly permitted in Section 3; (b) decompile, reverse engineer or disassemble the Binary Code; or (c) take any actions, including combining or distributing the Software with open source software, that would cause the Software or any portion thereof to become subject to the GNU General Public License or any other open source license that imposes any limitation, restriction or condition requiring that the Software combined or distributed with such open source software: (i) be disclosed or distributed in source code form; (ii) be licensed on terms inconsistent with the terms of this Agreement. Licensee will not remove, obscure or alter any TDK InvenSense trademark, copyright or other marking from the Licensed Materials, and Licensee will reproduce, to the extent commercially reasonable, all such marks and proprietary rights and ownership notices on all copies of the Licensed Materials made by or for Licensee. Licensee agrees not to use the Licensed Materials with any integrated circuit device other than the InvenSense Products (except that incidental interaction by the Software with other components or software included in the Licensee Applications is permitted).
4.3 Ownership. Licensee acknowledges and agrees that TDK InvenSense (and/or its licensors) retains and will own all right, title and interest, including all intellectual property rights, in and to the Licensed Materials and any modifications or derivative works of the Licensed Materials that are developed by or for TDK InvenSense (including any based on the Modifications or Licensee feedback). Licensee has, and shall acquire, no rights in the foregoing except those expressly granted in Section 3 under this Agreement. Licensee acknowledges and agrees that TDK InvenSense shall not be restricted from selling, licensing, modifying, or otherwise distributing the Licensed Materials to any third party.
4.4 No Implied Rights. Other than the copyright licenses expressly granted to Licensee in Section 3 with respect to Licensed Materials, no right, license, authority or immunity of any kind is granted (or deemed assigned or granted) by TDK InvenSense to Licensee or any third party (whether by implied license, estoppel, exhaustion, or otherwise and whether under this Agreement, as a result of the activities related thereto, or otherwise) under any of TDK InvenSense’s patents and other intellectual property rights even if such patent or other rights are practiced (whether necessarily or otherwise) by the Licensed Materials or their permitted use in connection with the exercise of the rights expressly granted in Section 3. Licensee acknowledges and agrees that Licensee has no such rights and will not assert (or assist or permit any third party to assert) any position to the contrary.
4.5 Licensee Intellectual Property Rights. Licensee and its affiliates shall not assert any intellectual property rights in or relating to Licensed Materials or Modifications and/or parts thereof against TDK InvenSense or its affiliates or its or their respective direct and indirect licensees, suppliers, manufacturers, distributors, contractors, customers or end users (all including their affiliates). Should Licensee or any of its affiliates bring a claim against TDK InvenSense or any of the protected persons described above for infringement or misappropriation of any intellectual property rights in any Licensed Materials or Modifications and/or parts thereof, TDK InvenSense will be entitled to terminate all licenses granted hereunder with immediate effect upon notice to Licensee, and all the licenses granted up to the date of such notice will cease to have any effect.
4.6 Modifications. Subject to TDK InvenSense’s underlying ownership in the Software and grantback license below, Licensee shall retain ownership of all Modifications. While Licensee and its affiliates are under no obligation to disclose or deliver any Modifications to TDK InvenSense, Licensee agrees to provide to TDK InvenSense, at TDK InvenSense’s request, information necessary for TDK InvenSense to determine whether Licensee complied with its obligations herein with respect to the use of Modifications. As to any Modification that Licensee or its affiliates create, disclose, deliver or otherwise provide access or make available to TDK InvenSense or its affiliates or other customers, Licensee (on behalf of itself and its affiliates) hereby grants to TDK InvenSense and its affiliates a fully paid, royalty-free, worldwide, fully exhaustive, perpetual, irrevocable, sublicensable, unrestricted right and license to use, copy, modify, create derivative works, distribute, sell and otherwise commercialize the Modification and all intellectual property rights therein. TDK InvenSense will not have any obligation to keep the Modifications confidential, regardless of anything to the contrary in any agreement between Licensee and TDK InvenSense.
4.7 Feedback. TDK InvenSense and its affiliates will have an unlimited, perpetual, non-exclusive, worldwide, transferable and sublicensable right to use and employ in its development, commercialization and any exploitation of the Licensed Materials and any other products and services all comments, bug reports, suggestions, ideas and other feedback that Licensee may provide to TDK InvenSense or its affiliates concerning the Licensed Materials or Modifications.
4.8 Confidential Information. Licensee will not disclose any Confidential Information to any third party (except Subcontractors, as permitted herein) or use Confidential Information except as expressly permitted in this Agreement. Licensee agrees to take all reasonable measures to protect Confidential Information and prevent its unauthorized disclosure, including measures at least as stringent as those measures Licensee takes to protect Licensee’s own most sensitive confidential information. Licensee agrees to restrict access to Confidential Information to Licensee employees and Subcontractors who are under obligations to protect Confidential Information in accordance with this Agreement and who have a “need to know” the Confidential Information to exercise Licensee license rights in this Agreement. All Confidential Information, and any documents and other tangible objects containing or representing Confidential Information, and all copies of Confidential Information, are and will remain the exclusive property of TDK InvenSense.
4.9 Responsibility for Subcontractors. Licensee is responsible to ensure that Subcontractors comply with the terms and conditions of this Agreement. Any act or omission by a Subcontractor that would be a breach of this Agreement by Licensee if Licensee performed the act will be deemed a breach of this Agreement by Licensee.
4.10 No Endorsement. Licensee may not use TDK InvenSense’s name to endorse or promote products derived from the Licensed Materials without specific prior written permission.

5. UPDATES

At its discretion, TDK InvenSense may provide Licensee with upgrades or updates to the Licensed Materials during the term of this Agreement (and such upgrades or updates will be included in the relevant category of, and become subject to the same terms and conditions as, Licensed Materials under this Agreement). However, TDK InvenSense is under no obligation to provide any support or maintenance for the Licensed Materials and the Licensed Materials are provided to Licensee with no obligation whatsoever on the part of TDK InvenSense to fix bugs, notify Licensee of known bugs now or in the future, update the Licensed Materials, or port the Licensed Materials to any other operating system, device, or hardware.

6. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSED MATERIALS ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FOR THE SAKE OF CLARITY, TDK INVENSENSE AND ITS AFFILIATES AND ITS AND THEIR SUPPLIERS DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS (A) REGARDING THE USE, OR THE RESULTS OF THE USE, OF ANY OF THE LICENSED MATERIALS IN TERMS OF CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, OR OTHERWISE, AND/OR (B) THAT THE LICENSED MATERIALS HAVE BEEN TESTED FOR COMPLIANCE WITH ANY REGULATORY OR INDUSTRY STANDARD, INCLUDING WITHOUT LIMITATION ANY SUCH STANDARDS PROMULGATED BY THE FCC, THE INTERNATIONAL ORGANIZATION FOR STANDARDIZATION (“ISO”) AND THE INTERNAL AUTOMOTIVE TASK FORCE (“IATF”)OR OTHER LIKE AGENCIES. THE SOFTWARE IS NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY TYPE OF SYSTEM OR APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR (E.G. MEDICAL SYSTEMS, LIFE SUSTAINING OR LIFE SAVING SYSTEMS). IT IS THE LICENSEE’S RESPONSIBILITY TO CERTIFY COMPLIANCE WITH ALL FEDERAL MOTOR VEHICLE SAFETY STANDARDS IN THE EVENT THE SOFTWARE IS USED IN A SYSTEM OR APPLICATION REGULATED BY THE NATIONAL HIGHWAY TRAFFIC SAFETY ADMINISTRATION. TDK-INVENSENSE EXPRESSLY DOES NOT WARRANT THAT ANY OF LICENSEE’S USE OF THE SOFTWARE WILL MEET APPLICABLE MOTOR VEHICLE SAFETY STANDARDS IF INTEGRATED INTO A VEHICLE SYSTEM OR APPLICATION.

LICENSEE ACKNOWLEDGES ANY INCLUDED OPEN SOURCE SOFTWARE IS THIRD PARTY SOFTWARE THAT HAS NOT BEEN MANUFACTURED, TESTED, OR OTHERWISE APPROVED BY TDK-INVENSENSE. THE OPEN SOURCE SOFTWARE, IF ANY, IS PROVIDED “AS IS,” AND TDK-INVENSENSE DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF EVERY KIND RELATING TO THE OPEN SOURCE SOFTWARE AND/OR USE OF THE OPEN SOURCE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ACTUAL AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), AS WELL AS ANY WARRANTIES THAT THE OPEN SOURCE SOFTWARE (OR ANY ELEMENTS THEREOF) WILL ACHIEVE A PARTICULAR RESULT, OR WILL BE UNINTERRUPTED OR ERROR-FREE. NOTHING IN THIS AGREEMENT SHALL OBLIGATE TDK-INVENSENSE TO PROVIDE ANY SUPPORT FOR THE OPEN SOURCE SOFTWARE. IT IS THE LICENSEE’S RESPONSIBILITY TO COMPLY WITH ANY LICENSE THAT MAY GOVERN THE USE OF THE OPEN SOURCE SOFTWARE.

7. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TDK INVENSENSE OR ANY OF ITS AFFILIATES OR ITS OR THEIR SUPPLIERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED MATERIALS (INCLUDING, WITHOUT LIMITATION, FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS (US$100) IN THE AGGREGATE, EVEN IF TDK INVENSENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, DAMAGES, OR LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND REGARDLESS OF THE CAUSE IN LAW, TDK INVENSENSE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING FROM INTERRUPTED OPERATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF CAPITAL AND/OR LOSS OF INFORMATION AND DATA INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHER THEORY OF LIABILITY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. TERM AND TERMINATION

8.1 Term. This Agreement will continue in effect until terminated as described below in this Section 8.
8.2 Termination by Licensee. Licensee may terminate this Agreement with immediate effect upon written notice of termination to TDK InvenSense.
8.3 Termination by TDK InvenSense. TDK InvenSense may terminate this Agreement with immediate effect upon written notice to Licensee with no liability to Licensee if (a) Licensee breaches any term of this Agreement or (b) Licensee is acquired, merged, or undergoes a change of control (and Licensee agrees to notify TDK InvenSense of any such transaction).
8.4 Surviving Terms. The following provisions will survive termination or expiration of this Agreement: Section 4, Section 6, Section 7, Section 8, Section 9 and Section 10.
8.5 Return of Materials. Immediately upon termination or expiration of this Agreement, Licensee agrees to return to TDK InvenSense all copies of the Licensed Materials, or at TDK InvenSense’s request, destroy all Licensed Materials. If TDK InvenSense so requests, Licensee agrees to have an executive of Licensee provide TDK InvenSense with a letter stating that all copies of the Licensed Materials have been returned or destroyed.

9. INDEMNITY.

Licensee agrees to indemnify and hold harmless TDK InvenSense and its affiliates and its and their officers, directors, customers, employees and successors and assigns (each an “Indemnified Party”) against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred by the Indemnified Party (including but not limited to costs of defense, investigation and reasonable attorney’s fees) arising out of, resulting from or related to (i) the download, distribution, installation, storage, execution, use or transfer of the Licensed Materials, and all related products, documentation, content, materials or derivative works by any person or entity, and/or (ii) any breach of this Agreement by Licensee. If requested by an Indemnified Party, Licensee agrees to defend such Indemnified Party in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing.

10. MISCELLANEOUS PROVISIONS.

10.1 Notices. All notices required hereunder will be in writing and, if to TDK InvenSense, will be sent by (a) U.S. mail (first class), (b) nationally recognized courier service (e.g., DHL, Federal Express), with all postage or delivery charges prepaid, subject to confirmation via U.S. mail or nationally recognized courier service, or if to Licensee, by (a) electronic mail, (b) U.S. mail (first class), (c) nationally recognized courier service (e.g., DHL, Federal Express), or (d) by notice posted on the TDK InvenSense “Developer’s Page” website (www.invensense.tdk.com/developers) (such notice shall be deemed to have been received by Licensee five (5) business days after it has been posted). Notices to TDK InvenSense will be addressed to Attn: TDK InvenSense Legal Department, 1745 Technology Drive, San Jose, CA 95110, USA or to such other address(es) as may be furnished by written notice in the manner set forth her; and notices to Licensee, if mailed, will be sent to the physical or email address supplied by Licensee as part of Licensee’s registration to TDK InvenSense’s “Developers Page,” or to such other address(es) as may be furnished by written notice in the manner set forth herein. Notices will be deemed to have been served when delivered or, if delivery is not performed as a result of the addressee’s fault, when tendered.
10.2 United States Government End Users. The Licensed Materials are “Commercial Items(s)” as defined in 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. If Licensee is licensing the Licensed Materials for acquisition by the U.S. Government or any contractor therefor, Licensee must license consistent with the policies set forth in 48 C.F.R. § 12.212 (for civilian agencies), and 48 C.F.R. § 227.7202 1 and 227.7202 4 (for the Department of Defense), and their successors.
10.3 Representations and Warranties. Licensee represents and warrants that Licensee has the right to enter into this Agreement and to meet Licensee obligations under this Agreement.
10.4 Governing Law; Venue. Any and all disputes arising out of or related to this Agreement, including but not limited to the interpretation, validity, enforceability and performance of this Agreement, will be governed by and construed in accordance with the law of the State of California, without regard to or application of any of California’s conflict of law rules. Any legal suit, action or proceeding arising out of or relating to this Agreement will be commenced in the federal courts in the Northern District of California or in the state courts in Santa Clara County, California, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding. Notwithstanding the foregoing, TDK InvenSense may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.
10.5 Severability; Waiver. If any provision of this Agreement is determined to be invalid, unenforceable, overbroad, or illegal, the validity or enforceability of the other provisions will not be affected and any the affected provision will be construed by limiting or reducing it, so as to be enforceable with applicable law. No waiver by TDK InvenSense of any right under this Agreement will be construed as a waiver of any other right or breach. Licensee must comply with all applicable laws regarding use of the Licensed Materials (including without limitation all US and international export laws). All of TDK InvenSense’s rights, disclaimers, and limitations of liability under this Agreement and with respect to the Licensed Materials will also apply to any component or portion of the Licensed Materials.
10.6 Assignment. TDK InvenSense may assign to another person or entity this Agreement or any of its rights under this Agreement in whole or in part. Licensee may not assign, sublicense, or transfer this Agreement or any of Licensee’s rights hereunder to any third party, without TDK InvenSense’s express prior written consent, which may be withheld in TDK InvenSense’s sole discretion. This Agreement will be binding upon Licensee and Licensee heirs, executors, administrators, and successors, and will inure to the benefit of all successors and assigns of TDK InvenSense.
10.7 Entire Agreement; Amendment. This Agreement, including all Exhibits hereto, constitutes the entire agreement and understanding of the Licensee and TDK InvenSense with respect to the subject matter hereof, and supersedes all prior and contemporaneous correspondence, negotiations, agreements and understandings between Licensee and TDK InvenSense, and any representations and warranties, both oral and written. Notwithstanding the foregoing, if Licensee has entered into a separate confidentiality agreement or non‐disclosure agreement with TDK InvenSense with respect to the confidentiality of the Licensed Materials, then that agreement will continue to apply with respect to that subject matter to the extent that it is more protective of the confidentiality of the Licensed Materials than this Agreement. No modification, cancellation, or amendment of this Agreement will be binding unless executed in writing (referencing this Agreement) by Licensee and a duly authorized officer of TDK InvenSense.

Exhibit A:

Licensed Material is permitted to be used solely and exclusively with the following TDK InvenSense Products:

IAM-20380, IAM-20381, IAM-20680, ICG-1020/1P, ICG-1020/1S, ICG-20330, ICG-20660/L, ICM-20600, ICM-20601, ICM-20602, ICM-20603, ICM-20608, ICM-20608-G, ICM-20609, ICM-20648, ICM-20649, ICM-20655, ICM-20689, ICM-20690, ICM-20789, ICM-20948, ICM-42605, IDG-2020/1, IDG-2030U, IMU-3000, ISZ-2510, ITG-1010, ITG-3050, ITG-3200, ITG-3701, IXZ-2510, MPU-3050, MPU-3300, MPU-6000, MPU-6050, MPU-6500, MPU-6555, MPU-9150, MPU-9250, MPU-9255, ICM-42688-V, ICM-40647

*Notes: Additional devices may be added in Exhibit A at the sole discretion of TDK InvenSense from time to time and are within the scope of this Agreement.

B. CHIRP LICENSE AGREEMENT FOR CHIRP SONICLIB, CH-101 GPR SENSOR FIRMWARE, CHIRP SMARTSONIC BSP

The following License Agreement (“Agreement”) is a binding legal agreement between Chirp Microsystems, Inc., located at 2650 Ninth Street, Suite 220A, Berkeley, CA 94710 USA (“Chirp”), and you (both the individual installing the Software and any single legal entity on behalf of which such individual is acting) (“Licensee”).

The License terms here are the same as the TDK InvenSense License Agreement in Part A except that:

(a) Section I, Purpose is replaced as follows: This Agreement provides the terms and conditions for Licensee’s licensing of the following Chirp software libraries downloaded by Licensee: Chirp SonicLib, CH-101 GPR Sensor Firmware, Chirp SmartSonic BSP and any related documentation (the “Documentation” provided by or on behalf of Chirp.
(b) 2.4 is replaced as follows: “Chirp Product” means the Chirp devices specified in the following Exhibit A that are purchased by Licensee;
(c) 2.8 is replaced as follows: “Software” means the software known as Chirp SonicLib, CH-101 GPR Sensor Firmware, Chirp SmartSonic BSP that is generally made available by Chirp through the TDK InvenSense Developer Page and downloaded by licensee as such software exists as of the date of download and any modifications or updates thereto that Chirp may make generally available hereunder from time to time in its sole discretion.
(d) All references to InvenSense or TDK InvenSense are replaced herein with Chirp.

Exhibit A:

Licensed Material is permitted to be used solely and exclusively with the following Chirp Products: CH101, CH201.

*Notes: Additional devices may be added in Exhibit A at the sole discretion of Chirp as long as written notice is provided in accordance with the Agreement.

C. EVALUATION ONLY LICENSE AGREEMENT FOR CHIRP SONICLINK

The following License Agreement (“Agreement”) is a binding legal agreement between Chirp Microsystems, Inc., located at 2650 Ninth Street, Suite 220A, Berkeley, CA 94710 USA (“Chirp”), and you (both the individual installing the Software and any single legal entity on behalf of which such individual is acting) (“Licensee”).

The License terms here are the same as the Chirp License Agreement in Part B except that:

(a) Section 1 (Purpose) is replaced as follows: This Agreement provides the terms and conditions for Licensee’s licensing of the following Chirp software libraries downloaded by Licensee: Chirp SonicLink (SonicLink PC GUI and SmartSonic board firmware) and any related documentation (the “Documentation” provided by or on behalf of Chirp.

(b) Section 2.8 is replaced as follows: “Software” means the software known as Chirp SonicLink that is generally made available by Chirp through the TDK InvenSense Developer Page and downloaded by licensee as such software exists as of the date of download and any modifications or updates thereto that Chirp may make generally available hereunder from time to time in its sole discretion.

(c) Section 3.1 is replaced in its entirety as follows:

Section 3.1 Limited License Grant. Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement, Chirp hereby grants to Licensee for the term of this Agreement, a temporary, non-exclusive, non-transferable, non-sub-licensable, limited license to:(a) use internally and reproduce Chirp SonicLink Software and create Modifications solely for optimizing the Chirp SonicLink Software in conjunction with Licensee Products that use Chirp Products; and (b) copy and distribute Chirp SonicLink Software to allow for sampling and testing of Licensee Products, provided that in each instance the Chirp SonicLink Software and Modifications are distributed solely and exclusively in Binary Code and embedded in Licensee Products that utilize Chirp Products. Other than as provided in this Section 3.1, no license under any of Chirp’s trade secret, patent, copyright, mask work right, or other intellectual property right is granted to or conferred upon Licensee for its use of Chirp SonicLink Software, either expressly, by implication, inducement, estoppel, or otherwise, and that any further license under such intellectual property rights must be express and in writing. Apart from this limited license, it is expressly forbidden to otherwise use the Chirp SonicLink Software provided. Licensee may NOT engage Subcontractors to exercise any of Licensee’s rights herein. For the avoidance of doubt, in the event that Licensee wishes to distribute the Chirp SonicLink Software for any commercial use other than the limited evaluation rights described above, Licensee and Chirp must sign a separate written agreement granting those rights.

Exhibit A: Licensed Material is permitted to be used solely and exclusively with the following Chirp Products: CH101, CH201.