License.txt

INVENSENSE LICENSE AGREEMENT FOR EMBEDDED MOTIONAPPS™, EMBEDDED MOTIONDRIVERS,
MOVEATV SOLUTION™, AND AAR™ LIBRARY

IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT
CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE
SOFTWARE, DEVELOPER KITS, REFERENCE DESIGNS, DOCUMENTATION, AND/OR ANY OTHER
MATERIALS AVAILABLE AND DOWNLOADED BY YOU FROM INVENSENSE “DEVELOPERS CORNER”

(www.invensense.com/developers) (“LICENSED MATERIALS”). THE LICENSED MATERIALS ARE FOR
USE SOLELY AND EXCLUSIVELY WITH INVENSENSE PRODUCTS. IF YOU DO NOT AGREE TO ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, COPY,
OR OTHERWISE USE THE LICENSED MATERIALS.

The following License Agreement (“Agreement”) is a binding legal agreement between InvenSense,
Inc. located at 1745 Technology Drive, Santa Clara, CA 95110 (“InvenSense”) and you (both the
individual installing the Software and any single legal entity on behalf of which such individual is
acting) (“Licensee”). By selecting “I ACCEPT” 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 this Agreement, understands them, and agrees to be bound by them.

INVENSENSE LICENSE AGREEMENT FOR EMBEDDED
MOTIONAPPS™, MOVEA TV SOLUTION, EMBEDDED
MOTIONDRIVERS AND/OR AAR™ LIBRARY


1. PURPOSE

This Agreement provides the terms and conditions for Licensee’s licensing of the following
InvenSense software libraries downloaded by Licensee: Embedded MotionApps™, Embedded
MotionDrivers, MoveaTV Solution™, and/or AAR™ Library, and any related documentation (the
“Documentation”) provided by or on behalf of InvenSense.


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 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 InvenSense.

2.4 “InvenSense Product” means the InvenSense motion processing devices specified on Exhibit A
that are purchased by Licensee.

2.5 “Licensed Materials” means the Software and the Documentation.

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) therein.

2.7 “Modification” means any modification, derivative work, improvement or enhancement of the
Licensed Materials created by or for Licensee.

2.8 “Software” means the software known as Embedded MotionApps™, Embedded MotionDriver,
MoveaTV Solution™ or AAR™ Library that is generally made available by InvenSense from its
Developer Corner website and downloaded by Licensee as such software exists as of the date of
download and any modifications or updates thereto that InvenSense may make generally available
hereunder from time to time in its sole discretion.

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
InvenSense confidential information no less stringent than those contained in this Agreement.


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, InvenSense grants to Licensee, under InvenSense’s copyrights
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 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, 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.

3.2 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
and of any terms and conditions of sale or other documents provided by or on behalf of 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 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 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 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 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 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 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
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 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, 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 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 InvenSense, Licensee agrees to
provide to InvenSense, at InvenSense’s request, information necessary for 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 InvenSense or its affiliates or other customers, Licensee (on behalf of itself and
its affiliates) hereby grants to 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. InvenSense will not have any obligation to keep the
Modifications confidential, regardless of anything to the contrary in any agreement between
Licensee and InvenSense.

4.7 Feedback. 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 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 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 InvenSense’s name to endorse or promote products
derived from the Licensed Materials without specific prior written permission.


5. UPDATES

At its discretion, 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, 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 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, 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 (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 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).


7. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL 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
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,
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 InvenSense.

8.3 Termination by InvenSense. 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 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 InvenSense all copies of the Licensed Materials, or at InvenSense’s request,
destroy all Licensed Materials. If InvenSense so requests, Licensee agrees to have an executive of
Licensee provide 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 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 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 InvenSense
“Developer’s Corner” website (www.invensense.com/developers) (such notice shall be deemed to
have been received by Licensee five (5) business days after it has been posted). Notices to
InvenSense will be addressed to Attn: 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 InvenSense’s “Developers Corner,” 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, 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 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 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. 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 InvenSense’s express
prior written consent, which may be withheld in 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 InvenSense.

10.7 Entire Agreement; Amendment. This Agreement, including all Exhibits hereto, constitutes the
entire agreement and understanding of the Licensee and InvenSense with respect to the subject
matter hereof, and supersedes all prior and contemporaneous correspondence, negotiations,
agreements and understandings between Licensee and 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 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 InvenSense.

Exhibit A

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

IMU-3000, ICM-20655, MPU-3050, MPU-6050, MPU-9150, MPU-6500, MPU-9250, MPU-6555, MPU-9255

*Notes: Additional devices may be added in Exhibit A at the sole discretion of InvenSense as long as
written notice is given by InvenSense in accordance to Section 10.1.