SOCAL DIESEL INC. CSP5 SWITCH FIRMWARE LICENSE AGREEMENT

BY PURCHASING, OPENING THE SEALED PACKAGING ON, OR USING THE SOCAL DIESEL INC. CSP5 SWITCH, YOU AGREE TO BE SUBJECT TO THIS SOCAL DIESEL INC. FIRMWARE END USER LICENSE AGREEMENT (“LICENSE”) AND TO BE BOUND BY ALL OF ITS TERMS CONTAINED HEREIN. IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, DO NOT OPEN THIS PACKAGE OR USE THIS SWITCH; RETURN THE UNOPENED PACKAGE TO THE VENDOR FROM WHOM IT WAS PURCHASED.

1.           LICENSE GRANT. SoCal Diesel Inc. hereby grants you the following rights provided that you comply with all terms and conditions of this License: You are granted a nonexclusive license to use SoCal Diesel Inc.’s firmware as it is contained in the CSP5 Switch product that you purchased (”the Firmware”) for the sole purpose of operating the purchased CSP5 Switch (the “Product”). The Firmware refers to the software that is stored in the secure microprocessor chip that is located in the Product. You may not separate the Firmware from the Product, in whole or in part, for use on more than one Product, or any other device. The Firmware includes trade secrets and/or proprietary information, including trade secrets and/or proprietary information that may have been licensed to SoCal Diesel Inc. by third parties, and the prohibitions herein, including the following prohibition on reverse engineering, include and apply to any and all such third-party content. SoCal Diesel Inc. and any of its licensors maintain ownership of the Firmware, information generated by the Firmware, and any and all related materials, and reserve all rights not expressly granted to you.

1.1.       You have no rights to any source code or object code for the Firmware. You shall not, or cause or permit, directly or indirectly the modification, disassembly, recompilation, or reverse engineering of the Firmware, in whole or in part, or otherwise attempt to gain access to the source code to the Firmware. You agree not to create derivative works or cause or permit others, directly or indirectly, to create derivative works based upon the Firmware. Except as otherwise provided for herein, you may not distribute, rent, lease, sell, license, or otherwise transfer rights in the Firmware, or information generated by the Firmware, to any other person or entity or make any other commercial use of the Firmware outside using the Product for its intended purposes, or the information generated by or used by the Firmware for financial or other form of gain.

1.2         You must retain all copyright and trademark notices on the Firmware and Product and take reasonable steps to protect SoCal Diesel Inc.’s and any of its licensor’s intellectual property rights. This License does not transfer any ownership rights in the Firmware or any related materials to you or to any third party.

2.            WARRANTY. SoCal Diesel Inc. warrants that it is the owner of the Firmware or has the right to grant this License without violating the rights of any third party, and the Product containing the Firmware shall be free from defects for a period of thirty (30) days from the date of purchase of the Product.

3.           DISCLAIMER. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WARRANTIES IN PARAGRAPH 2 ARE IN LIEU OF, AND THIS LICENSE EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.           LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SOCAL DIESEL INC. IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF SUBSTITUTE GOODS INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF SOCAL DIESEL INC. OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.           TERMINATION. This License shall terminate automatically if you fail to comply with the limitations described above. You may terminate this License at any time. In the event of termination, your rights under this License automatically terminate without further notice, you agree to stop using the Product, and to destroy the Firmware and Product.

6.           EXPORT CONTROLS. None of the Firmware or underlying information or technology may be downloaded, exported, or re-exported into any country to which the United States (”U.S.”) has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the Firmware, you are agreeing to the foregoing and you are representing and warranting that you are not a national or resident of, or located in or under the control of, any country subject to such export controls.

7.           UPDATES. SoCal Diesel Inc. and any of its licensors have no obligation to provide updates, bug fixes or error correction.

8.           TRANSFER. You must transfer this License and the rights to the Firmware granted herein to any third party upon the transfer of the corresponding Product containing the licensed Firmware (retaining nothing). The transferee receiving the Product including the Firmware receives the Product subject to all of the terms in this License.

9.           MISCELLANEOUS. This License represents the complete agreement between the parties concerning the Firmware and this License and supersedes any and all prior agreements or representations. This License may only be amended by a writing executed by both parties. If any provision of this License is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by and construed under California law without reference to it principles of conflicts of law. At SoCal Diesel Inc.’s sole discretion, the parties consent to the exclusive jurisdiction and venue in any California State or Federal Court of competent jurisdiction located in the Central District of California. Should a dispute arise out of the enforcement of this License, the prevailing party shall be entitled to an award of its reasonable costs and attorney’s fees in addition to any other damages or other awards ordered by the court. Paragraphs 1.1, 1.2, 2-4, and 9 shall survive termination of this License.

10.        ACCEPTANCE. By opening the sealed packaging containing the Product and Firmware, or using the same, I agree to the above terms of this License.