# T-EMU 2 LICENSE AGREEMENT

This non-exclusive Software License Agreement (“Agreement”) is entered
into by and between Terma GmbH, a corporation established in Germany
with offices at Europaplatz 5, 64293 Darmstadt and the(“Licensee”).

Terma GmbH (from here on referred to as Terma) and Licensee shall
hereinafter be also referred to individually as a “Party” or
collectively as the “Parties”. This Agreement shall be and become
effective as of the date of the software download.

## BASIS FOR THE AGREEMENT

WHEREAS, Terma has created and is the owner of all right, title and
interest in and to the Software and associated documentation with the
exception of third party open source components distributed with the
software and

WHEREAS, Licensee desires to obtain a non-exclusive and
non-transferable license to use the Software and Terma is willing to
make the Software available on the terms and conditions set forth in
this Agreement;

NOW, THEREFORE, in consideration of the foregoing and in express
reliance upon the following mutual promises and covenants, the Parties
agree as follows:

## Clause 1 DEFINITIONS

Terms having their initial letters capitalized shall have the meaning
set forth in this Agreement.

1.1 Product: T-EMU 2 Emulator.

1.2 Project: The MCORE-EMU project.

1.3 Licensee(s): The legal person(s) (including natural persons and
juridicial persons) who have downloaded, installed and / or used the
Product).

1.4 Software: Code libraries and executables delivered as part of the
Product in machine readable object code that is delivered by Licensor
to Licensee pursuant to this Agreement. In the event that updates to
the Software are provided to Licensee, such updates shall constitute
part of the licensed Software for purposes of this Agreement.

1.5 Agreement: The entirety of this document.

1.6 License Key: A file used to prove to the software that the machine
has a licensed installation of the software. The license key is
created (or issued) by Terma.

1.7 End User: Licensee, employees of Licensee, for whom Licensee has
rightfully obtained a License to use or access the Software regardless
whether the individual is actively using the Software at any given
time.

1.8 License Purposes: The use of the Software by Licensee solely for
purposes defined in this Agreement at Licensee’s locations. Except for
the aforementioned purposes, License Purposes shall not include
delivery or disclosure of the Software either in whole, or in part, to
any third party or making the Software available to a third party by
any means, including but not limited to, use of the Software for
remote computing services performed for third parties or other
arrangements where the Software, or use thereof, may be sold,
sublicensed or otherwise provided to third parties.

## Clause 2 LICENSE

In consideration of the terms set forth herein, Terma grants to
Licensee a non-transferable, non-exclusive license to use the Software
and Documentation (if included) “as is”, subject to the following
terms and conditions:

2.1 By installing or using the product, it is understood that the
Licensee(s) accept(s) all the terms of this license agreement.

2.2 The Product is licensed and not sold; it is the sole property of
Terma.

2.3 The Licensee(s) is/are granted a non-exclusive, non-transferable,
non-sub-licensable license to use the software within the terms
defined in this agreement.

2.4 The Product is delivered with third-party open source components,
such components have their own individual license agreements that the
Licensee must accept to use the Product. A list of such components and
their respective licenses is provided together with the Software.

2.5 Reverse engineering, decompiling and disassembling of the license
key verification code which is part of the software is not allowed.

2.6 The Licensee(s) is/are allowed to make and install a reasonable
number of copies of the software (on the same physical machine) to the
extent necessary for the purpose as defined in this agreement.  2.7
The Licensee(s) is/are allowed to make backups of the installed
software and license keys.

2.8 It is explicitly allowed to combine the software with other code
and binaries (by for example linking the software libraries to user or
third party code or binaries).

2.8.1 Under no circumstance does Terma claim ownership of Licensee or
third party code that the End User combines with the software.

2.8.2 The Licensee(s) is/are responsible for ensuring that any
Licensee or third party code and binaries are properly licensed; and
the Licensee(s) have the full liability in the case any Licensee or
third-party licenses are breached. Terma will not be held liable in
any way for the Licensee(s) failure to follow Licensee or third-party
licenses.

## Clause 3 OWNERSHIP AND TITLE

3.1 Terma shall have sole and exclusive ownership of all right, title,
and interest in and to the Software (including, but not limited to,
ownership of all trade secrets, copyrights and inventions pertaining
thereto), subject only to the rights and privileges expressly granted
by Terma. This Agreement does not provide Licensee with title or
ownership of the Software.

3.2 The Software contains Proprietary Information of Terma, which
Licensor has entrusted to Licensee in confidence to use only as
expressly authorized. Terma also claims and reserves all rights and
benefits afforded under applicable copyright law in all software
programs and user materials that constitute the Software, and on all
Documentation related thereto, as unpublished works.

3.3 Licensee agrees that the Software received from Terma under this
Agreement shall be held in confidence and that Licensee shall protect
the Software taking appropriate action to prevent disclosure,
unauthorized use or publication thereof.

## Clause 4 Limited Warranty and Liability

4.1 The software is delivered as is. Terma does not warrant that the
software will operate without error or free from interruption.

4.2 Unless otherwise explicitly stated in this agreement, in no event
shall Terma be responsible for any liability, loss of profits,
incidental, special, punitive, exemplary or consequential damages; or
any claims or demands brought against the user(s), even if Terma has
been advised of the possibility of such claims or demands. This
limitation upon damages and claims is intended to apply without regard
to whether other provisions of this agreement have been breached or
have proven ineffective.

4.3 THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER ORAL OR
WRITTEN, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION AND ANY OTHER
GOODS AND SERVICES COVERED BY OR FURNISHED PURSUANT TO THIS AGREEMENT,
WHICH ARE PROVIDED “AS IS”, AND THIS AGREEMENT EXPRESSLY EXCLUDES,
WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM A
COURSE OF PERFORMANCE OR DEALING, OR FROM USAGE OR TRADE. IN ADDITION,
TERMA EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON
OTHER THAN THE USER(S) WITH RESPECT TO THE SOFTWARE OR ANY PART
THEREOF.

## Clause 5 Term and Termination

5.1 This Agreement shall commence on the date the product has been
installed. The right of using the product shall commence on the date
specified in the license key.

5.2 The license keys will be issued with an expiration date set as
specified in the additional provisions. The expiration of a license
key means that the right to use the software has been terminated.

5.3 A license key renewal can be requested and license keys can be
re-issued from Terma which extend the right of use the product.

5.4 The availability of a valid license key only grants the right to
use of the software for as long as the right of use has not been
terminated by other means as specified in this agreement.

5.5 The provisions in this agreement survive any termination of the
right to use the software.

5.6 The right to use the software for the purpose as defined in this
agreement is considered terminated if any of the clauses in this
agreement is violated.

5.7 Either Party, without cause, may terminate this Agreement by
providing written notification to the other Party at least thirty (30)
days prior to said date.

5.8 Upon termination of this Agreement, all rights granted to Licensee
will terminate.

## Clause 6 General Provisions

6.1 In the event that any of the terms of this Agreement are or become
or are declared to be invalid or void by any court of competent
jurisdiction, such term or terms shall be null and void and shall be
deemed severed from the Agreement, and all the remaining terms of this
Agreement shall remain in full force and effect.

6.2 Licensee’s obligation under this Agreement shall remain in effect
for as long as Licensee continues to possess or use the Software.

## Clause 7 Additional Provisions

7.1 The product is with this license agreement licensed for evaluation
purposes only. With evaluation, it is meant that the software is used
only with the purpose to determine whether to acquire another license
of the Product such as for example a paid commercial license.

7.1 For the purpose of evaluation of the software, license keys will
be issued with an expiration date of one month from the time of issue,
longer lasting keys may be provided if needed for the purpose of
evaluation if the user(s) request this from Terma. The right to use
the software as authorised in this agreement terminates when the
license key expires.

7.2 For the purpose of evaluating the software, the software is
licensed free of charge for a limited time (one month, unless a longer
time is granted in writing).

7.3 For the purpose of evaluation, no support is given. The user(s)
can however access public documentation of the software.

7.4 This license agreement may be overidden in whole by the acceptance
of another license agreement for the same software from Terma, such as
for example, the acceptance of a commercial license agreement for the
same software.

7.5 The right to use the software for evaluation purposes, is
considered terminated if any of the clauses in this agreement is
violated.

7.6 This license does not grant the right to use the software except
for evaluation purposes.

## Clause 8 DISPUTE RESOLUTION

8.1 Any controversy or dispute arising out of or in connection with
this Agreement, its interpretation, performance, or termination, which
the Parties are unable to resolve within a reasonable time after
written notice by one party to the other of the existence of such
controversy or dispute, may be submitted to arbitration by either
Party, and if so submitted by either Party shall be finally settled by
arbitration conducted in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of Commerce in effect on the
date hereof. Any such arbitration shall take place in Darmstadt,
Germany, and shall be conducted in the English language.  The
arbitrators shall not alter, amend or modify the terms and conditions
of this Agreement, but shall consider the pertinent facts and
circumstances and be guided by the terms and conditions of this
Agreement, which shall be binding upon them in resolving any dispute
or controversy hereunder. The relief that may be awarded may not
exceed actual compensatory damages. In no event may the arbitrators
award punitive damages.

8.2 The decision by the arbitrators shall be binding and conclusive
upon the Parties, their successors and assigns, and the Parties shall
comply with such decision in good faith, and each Party hereby submits
itself to the jurisdiction of the courts of the place where the
arbitration is held, but only for the entry of judgment with respect
to the decision of the arbitrators hereunder. Judgment upon the award
may be entered in any court where the arbitration takes place, or any
court having jurisdiction. Notwithstanding the foregoing, either Party
shall be entitled to seek to obtain injunctive or other equitable or
provisional relief in any court of competent jurisdiction to remedy or
prevent actual or threatened disclosure.

## Clause 9 Entire Agreement

9.1 This Agreement contains the entire agreement and understanding
between the Parties with respect to the use, protection and
maintenance of the Software and Documentation. The terms of this
Agreement may not be discharged, abandoned, changed or amended in any
manner except by an instrument in writing signed by a duly authorized
representative of each Party