SYDMA Kablosuz Kontrol

EKAHAU, INC. is a Delaware corporation having its registered office at 12930 Saratoga Avenue, Suite B-9 Saratoga, CA 95070, USA (below referred to as "Ekahau")

and

a Ekahau customer evaluating Ekahau Positioning Engine or Site Survey software (below referred to as "Licensee").

WHEREAS, EKAHAU has developed implementations of wireless positioning and site survey technology and offers the implementations for application development project purposes as EKAHAU Client;

WHEREAS, Licensee wishes to evaluate the technical and functional quality and feasibility of EKAHAU Client;

WHEREAS; EKAHAU Client is deemed as 3.3 version;

WHEREAS, Licensee wishes to test EKAHAU's implementations in their current phase of development in its Wireless LAN software products;

WHEREAS, EKAHAU is willing to grant Licensee a restricted license to use the implementations in their current phase of development under the terms specified below,

NOW THEREFORE, it is hereby agreed as follows:

1. DEFINITIONS

The following terms whenever used in this Agreement shall have the meaning herein assigned to them unless their use in the context is inconsistent with such meaning:

"License" shall mean license to use EKAHAU Client under the terms of this Agreement.

"Party / Parties" shall mean EKAHAU and/or Licensee.

"Project" shall mean a project organized by Licensee for testing of the functionalities of EKAHAU Client in Licensee's specified application development concept for the period of time expiring 30 days after installation of the Ekahau Client.

"Ekahau Client" shall mean a 3.3 version of Ekahau Client based computer software programs and any other documentation as further specified in Appendix 1.

2. GRANT OF LICENSE

2.1 On the provisions and conditions set forth in this Agreement EKAHAU hereby grants to Licensee a nonexclusive, nontransferable license to use the Ekahau Positioning Engine 30 days after installation of the Ekahau Positioning Engine only for technical testing and positioning application development purposes.

2.2 Licensee shall have no right to use Ekahau Client or the documentation related to it or any part of them for any other purpose than specified in Section 2.1 above. The restricted uses are limited to the period specified in Section 2.1. The restricted uses include but are not limited to:

(i) any sub-licensing, renting, leasing, copying, conveying, modifying, translating, transferring to a computer belonging to a third party, converting to another programming language, reverse- engineering, de-compiling and disassembling Ekahau Positioning Engine or any part of it for any purpose;

(ii) using documentation related to Ekahau Positioning Engine for any purpose other than to support the testing of Ekahau Positioning Engine in the Project; and

(iii) removing any copyright or trademark notices, or any other proprietary legends from Ekahau Positioning Engine or documentation related to it.

3. RESERVATION OF RIGHTS BY EKAHAU

The grant of License shall not be deemed to result in sale, transfer or any other conveyance of EKAHAU's trademarks or any other intellectual property right of whatever nature held or used by EKAHAU. EKAHAU will retain all rights in and to Ekahau Positioning Engine as well as to the work performed by EKAHAU under this Agreement.

EKAHAU will retain all rights in and to the material it has delivered to Licensee during the Project. Unless otherwise agreed in writing between the Parties Licensee shall have the right to use the results of the Project and material related to the Project only for the purposes of the Project and only during the period specified in Section 2.1 above.

4. DUTIES OF EKAHAU

EKAHAU shall under this Agreement be obliged only to deliver Ekahau Client to Licensee and provide the Licensee with limited installation support by e-mail.

5. FEES AND INVOICING

The use of EKAHAU Client under the terms and conditions set forth in this agreement is free of costs.

6. LIABILITY AND WARRANTIES

6.1 Licensee understands and accepts that Ekahau Client and related documentation (if any) is licensed and delivered to Licensee in its current phase of development "as is" without any express, implied, statutory or other warranties including, but not limited to, warranties regarding fitness for a particular purpose, design, non-infringement or merchantability.

6.2 Taking into account the nature of this Agreement, especially Section 2., the Parties accept that EKAHAU shall not be liable for any direct, incidental, special or consequential damage under this Agreement, however caused and regardless of the theory of liability.

7. NO AGENCY

This Agreement shall not create a relationship of principal and agent between the Parties, and under no circumstances shall either Party be considered to be an agent of the other. Neither Party shall have any authority to bind the other Party to any obligation or to represent the other in any circumstances and both Parties agree not to so bind or represent the other.

8.TERM AND TERMINATION

8.1 This Agreement shall be deemed to have been entered into on the date of acceptance of this Agreement by Licensee ("Effective Date") and shall remain in force for 30 days after installing the Ekahau Client.

9. EFFECTS OF TERMINATION

9.1 In the event of termination or expiration of this Agreement for whatever reason:

(i) Licensee shall return the version 3.3 of the Ekahau Client and all respective materials related to the software to Ekahau, or destroy the software and the materials.

(ii) Licensee shall not use the EKAHAU Positioning Engine or any related materials for whatever purposes. Should the Licensee wish to use EKAHAU Positioning Engine after the termination or expiration of this agreement, the Licensee shall conclude a new licensing agreement with EKAHAU.

9.2 Sections 2, 3, 6, 9 and 10 shall survive the expiration or termination of this Agreement.

10. CONFIDENTIALITY

10.1 For the purposes of this Section 10 confidential information (below referred to as "Confidential Information") is defined as any information received by a Party ("receiving Party") from the other Party ("disclosing Party"), whether before or after Effective Date, which is marked or described by the disclosing Party in writing as being "Confidential", "Secret" or "Proprietary". The Parties acknowledge that Ekahau Client and Project are Confidential Information.

10.2 The confidentiality obligation under this Section 10 shall not cover knowledge which:

(i) was at the time of receipt published or otherwise generally available to the public;

(ii) has after receipt by a Party been published or become generally available to the public otherwise than through any act or omission on part of the receiving Party;

(iii) was lawfully in the possession of the receiving Party at the time of receipt without any restrictions on disclosure;

(iv) was rightfully acquired from third parties without any undertaking of confidentiality imposed by such third parties;

(v) was developed independently by the receiving Party.

10.3 Both Parties agree to maintain Confidential Information in confidence and shall use the same degree of care, but in no event less than reasonable care, to avoid disclosure of Confidential Information as it uses with its own confidential and proprietary information of similar type and importance. Both Parties agree to disclose Confidential Information only to those of its employees and/or subcontractors who have a bona fide need to know solely for the purpose (and to the extent) of exercising its rights contemplated under this Agreement.

10.4 The obligations set forth in this Section 10 shall remain in force for a period of five (5) years as of the date of disclosure of the Confidential Information in question, regardless of an earlier termination of this Agreement.

11. FORCE MAJEURE

11.1 The terms and conditions of this Agreement shall be subject to Force Majeure and neither Party shall be responsible for any consequences caused by circumstances beyond his reasonable control, including but without limitation to war (whether declared or not), acts of government or the European Union, court decisions, export or import prohibitions, breakdown or general unavailability of transport, general shortages of energy, fire, explosions, accidents, strikes or other concerted actions of workmen, lockouts, sabotage, civil commotion and riots.

11.2 If either Party suffers delay in the execution of his contractual obligations due to such circumstances, the Party shall as soon as possible give the other Party notice in writing of the cause of delay. Such Party shall, however, perform said contractual obligations as promptly as reasonably practicable after removal of the cause and/or its effects.

11.3 Neither Party shall claim damage or any other compensation from the other Party for delays or non-fulfillment of this Agreement caused by Force Major.

12. APPLICABLE LAW AND ARBITRATION

12.1 This Agreement shall be interpreted and construed in accordance with the laws of the Republic of Finland.

12.2 Any controversy or claim arising out of or relating to this Agreement shall be primarily settled amicably. If this is not possible, the controversy or claim shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one (1) arbitrator selected according to the referred arbitration rules. The arbitration shall be conducted in Helsinki, Finland.

12.3 Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

12.4 Notwithstanding the above provisions of this Section 12, EKAHAU shall have the right to collect matured debts in any court having jurisdiction over Licensee.

13. CONTACTS

13.1 Support contacts shall be addressed to support@ekahau.com.

14. CAPTIONS

The captions to Sections in this Agreement do not form a part of this Agreement nor may they be used to assist in its interpretation.

15. LANGUAGE

English language shall govern all documents, notices and meetings as well as the arbitration procedure and awards relating to this Agreement.

16. ASSIGNMENT

Neither Party shall, without the prior written consent of the other Party, assign or otherwise transfer its rights and obligations under this Agreement in whole or in part.

17. WAIVER

No delay, neglect or forbearance by either Party in enforcing against the other Party any term or condition of this Agreement shall be, or be deemed to be, a waiver nor shall it in any way prejudice any right of that Party under this Agreement.

18. SEVERABILITY

Should a part of this Agreement be declared invalid and/or unenforceable for any reason whatsoever the remaining portion of this Agreement shall not be prejudiced and shall continue in full force and effect. However, if the invalidity of any provision materially alters the original balance of interests of the Parties, the Parties shall negotiate in good faith new provisions to restore their original intention.

19. AMENDMENTS AND APPENDICES

19.1 This Agreement may be amended only by a separate agreement signed by duly authorized representatives of both Parties referring to this Agreement and identifying the agreed amendments.

19.2 The following Appendices are attached to and form an integral part of this Agreement.

Appendix 1: The Software Contents of Ekahau Positioning Engine 2.1

20. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding of the Parties relating to the object hereof and merges all prior discussions and agreements of the matter hereof between them

APPENDIX 1

THE SOFTWARE CONTENTS OF EKAHAU CLIENT 3.3

The Software provided with Ekahau Client 3.3 contains:

- Ekahau Client Service for the tracked devices. Only two tracked devices are allowed during the evaluation.

- Ekahau Client Controller Controller Application for displaying Ekahau Client status and modifying its settings.

- Ekahau Client 3.3 User Guide PDF document containing the user guide for Ekahau Client.

Download Ekahau Client 3.3

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