LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY :

This LICENSE AGREEMENT is entered into effect between ZEROPLUS Technology Co., Ltd. (hereinafter “ZEROPLUS”) and Customer (Individual or Registered Company).
Whereas, ZEROPLUS owns a software product, including computer software as a package product for certain computer products, relevant intermediary, product information, electronic file and internet on-line downloadable software, electronic file and service, known as " ZEROPLUS Logic Analyzer" (hereinafter "ZEROPLUS LA").

Whereas, ZEROPLUS represents and warrants that it is the owner of the entire right, title, and interest in licensed products and that it has the sole right to license the licensed product to any third party.

Whereas, ZEROPLUS agrees to grant exclusive License the licensed product to Customer.

Whereas, Customer wishes to have the ZEROPLUS LA owned by ZEROPLUS and use the licensed product.

Whereas, ZEROPLUS desires to secure an exclusive license of the licensed product so that ZEROPLUS shall enjoy from using the licensed product in Taiwan and all foreign countries.

Whereas, ZEROPLUS agrees that it shall install or copy or use the licensed product in accordance with this Agreement which is agreed and accepted between ZEROPLUS and Customer.

Upon execution of this Agreement, ZEROPLUS shall have the entire right of the licensed product and shall enjoy all rights consistent with this Agreement. This licensed product is only licensed to Customer by ZEROPLUS, but is not being sold by Customer.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, ZEROPLUS and Customer hereto agree as follows:

1.SCOPE OF LICENSE:

Upon execution of this Agreement, Customer shall enjoy the following rights:

1.1. The licensed product shall be stored or installed into Computer, Terminal Device, Hard Disk Drive, Random Access Memory (RAM) Device located in a personal work station, in a single user environment. In other words, Customer is authorized to install and use the software in a single personal computer, and this software can be shared, installed or stored in more than one computer device.

1.2. Customer shall maintain a copy or duplicate copy of the licensed product for only backup purposes if Customer desires.

2. LIMITATIONS:

2.1. Customer acknowledges that the licensed product comprises a trade secret of ZEROPLUS and agrees not to reverse engineering, decompilation, disassemble, attempt to create derivative works, or otherwise attempt to determine the source code or algorithms of the licensed product.

2.2. Customer agrees not to delete, alter, overwrite or remove the copyright and trademark label, including in copy or duplicate copy of the licensed product preserved for backup purposes.

2.3. Customer agrees not to sell, rent, lease, license, sublicense, resell any of its rights, distribute any portion of the licensed product to any person or entity, offer to sell the licensed product in public trade shows, act as a paid or unpaid application service provider, service bureau, or otherwise establish, operate or maintain the services provided by the Software on behalf of a third party, agrees that the license does not extend to Customer’s subsidiaries or affiliates without ZEROPLUS’s written consent, or indulge in any act(s) that would damage the business interests of ZEROPLUS.

3. TERMINATION:

This Agreement and the license granted shall terminate automatically if Customer fails to comply with any of the terms of this Agreement.
Upon Termination, Customer must cease using licensed product and destroy all copies of licensed product and documentation. ZEROPLUS reserves the rights to demand for compensation from Customer in accordance with the relevant law.

4. TITLE:

ZEROPLUS represents and warrants that it is the owner of the entire right, title, and interest in licensed products and that it has the sole right to copy or duplicate and license the licensed product.
The licensed product is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the licensed product is the property of the applicable content owner and may be protected by applicable law. This license gives you no rights to such content.

5. DISCLAIMER OF WARRANTY:：

In no event shall Customer be liable to any party for direct, indirect, special, incidental, or consequential damages, including lost profits, arising out of the use of the licensed product and its documentation.
Within the broadest legal terms, Customer shall be solely responsible for direct, indirect, special, incidental, or consequential damages, including lost profits, arising out of the use of the licensed product and its documentation, even if ZEROPLUS has been advised of the possibility of such damages.

6. LIMITATION OF LIABILITIES:

ZEROPLUS is not liable for damages, under any circumstances, arising from the derivative works based on the licensed product, the entire cost, including but not limited to, any service, repair and damages arising out of direct, indirect, special, incidental, or consequential damages, including lost profits, arising out of the use of the derivative works based on the licensed product.

7. PENALTY:

Customer agrees to pay ZEROPLUS an amount not exceeding the price of the licensed product to relief ZEROPLUS of the damages.

8. Information Record:

1. To protect your legitimate rights and interests, our company would record the usage information of software (such as times and time) and some hardware information (such as model and SN).
2. To protect your privacy, any recorded information wouldn't be disclosed to a third party or used by a third party.