ANAREN, INC. SOFTWARE LICENSE AGREEMENT.

THE TERMS AND CONDITIONS CONTAINED HEREIN CONSTITUTE A LEGAL AGREEMENT.

THIS LICENSE AGREEMENT (“AGREEMENT”) CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND ANAREN, INC. (“ANAREN”) WITH RESPECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN.  READ THIS AGREEMENT CAREFULLY.  BY ACCEPTING THIS SOFTWARE, YOU ACKNOWLEDGE THAT (1) YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF YOUR COMPANY, AND ARE DOING SO, AND (2) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND THE COMPANY SHALL BE BOUND BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR.  IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DESTROY ALL COPIES OF THIS SOFTWARE IN YOUR POSSESSION.

1.  License Grant.  Anaren grants you a limited, non-exclusive license to use the accompanying software program(s), known as Module Interface Code and Drivers (the “Software”) and related explanatory written materials free of charge subject to the terms and restrictions set forth in this License Agreement.  You are not permitted to use the Software in any manner not expressly authorized by this License.  You acknowledge and agree that ownership of the Software and all subsequent copies thereof regardless of the form or media are held by Anaren.  The terms of this License will govern any Software upgrades provided by Anaren or Tesla Controls Corporation (“Tesla Controls”) (www.teslacontrols.com), a third party provider of software under license to Anaren (the “Third Party Software”), that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2.  Term of Agreement.  Your license is effective until terminated.  The License will terminate automatically if you fail to comply with any of the limitations or other requirements described herein.  At termination you shall cease all use of the Software and destroy all copies, full or partial, of the Software.  

3.  Ownership Rights.  The Software and related explanatory written materials are protected by United States copyright laws and international treaties.  Anaren, Tesla Controls and other third party component providers, and open source component providers own and retain all right, title and interest in and to the Software and Third Party Software, as applicable, related explanatory written materials, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein.  Your possession, installation, or use of the Software and related explanatory written materials does not transfer to you any title to the intellectual property in the Software and the related explanatory written materials, and you will not acquire any rights to the Software and to the related explanatory written materials except the limited right to use it as expressly set forth in this Agreement.  You acknowledge and agree that this Software and the Third Party Software, and title and ownership thereof, and the intellectual property rights therein and/or associated therewith are, and remain the sole and exclusive property of, Anaren and Tesla Controls, respectively.

4.  Use of Name and Trademarks.  You shall not use the name, trade names or trademarks of Anaren, Tesla Controls and/ or any of its or their affiliates in any advertising, promotional literature or any other material, whether in written, electronic or other form, distributed to any third party, except in the form provided by Anaren, and then solely for purposes of identifying Anaren software.

5.  Restrictions.  NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY, THE SOFTWARE MAY BE MODIFIED, COPIED OR DISTRIBUTED IF USED SOLELY AND EXCLUSIVELY IN CONJUNCTION WITH AN ANAREN A2530E24AZ1 OR A2530E24CZ1 MODULE, WHICH IS INTEGRATED INTO YOUR PRODUCT.  Except with respect to the foregoing, and as expressly provided for in this Agreement, you may not rent, lease, lend, redistribute or sublicense the Software. You may not copy the Software except to make archival or backup copies, provided that the backup copy must include all copyright or other proprietary notices contained on the original.  You may not copy the related explanatory written materials.  You may not modify, reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law.  The Software is not intended for use in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines or other equipment in which the failure of the Software could lead to death, personal injury or severe physical or environmental damage

6.  Exclusion of Warranties.  THE SOFTWARE IS PROVIDED TO YOU “AS IS”, AND ANY USE BY YOU OF THE SOFTWARE WILL BE AT YOUR SOLE RISK.  ANAREN AND TESLA CONTROLS MAKE NO WARRANTIES RELATING TO THE SOFTWARE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE JURISDICTION MAY NOT APPLY TO YOU.  The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

7.  Limitation of Liability.   TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ANAREN AND/OR TESLA CONTROLS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ANAREN AND/OR TESLA CONTROLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.  In no event shall Anaren’s and/or Tesla Controls’ total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).  The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

8.  Export Law Assurances.  You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained.  In particular, but without limitation, the Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.  By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

9.  United States Government.  The Software and related explanatory written materials are “Commercial Items” as that term is defined at 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.

10.  Governing Law.  This Agreement is governed by the law of the State of New York, without reference to conflict of laws principles.  The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

11. Severability.  If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions of this Agreement shall not in any way be affected or impaired.

12.  Transfers.  You may transfer all your rights to use the Software and related explanatory written materials to another person or legal entity provided you transfer this Agreement, the Software including all copies, updates and prior versions, and the related explanatory written materials to such person or entity and that you retain no copies, including copies stored on the computer.  

13.  Entire Agreement.  This Agreement is the entire agreement between you and Anaren concerning the Software and all related explanatory written materials and supersedes any other prior or contemporaneous agreements or communications with respect to the Software and related explanatory materials, whether written or oral.  This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Anaren.  No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Anaren or a duly authorized representative of Anaren. 