
SIMPLEWIRE, INC. SMS SOFTWARE DEVELOPMENT KIT EVALUATION LICENSE
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SIMPLEWIRE IS WILLING TO LICENSE SMS SOFTWARE DEVELOPMENT KIT
VERSION, VERSION 2 SOFTWARE TO YOU ONLY UPON THE CONDITION THAT
YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT 
("AGREEMENT"). PLEASE READ THE TERMS AND CONDITIONS OF THIS 
LICENSE CAREFULLY. BY INSTALLING THIS SOFTWARE, YOU ACCEPT
THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU ARE 
NOT WILLING TO BE BOUND BY ITS TERMS, DO NOT INSTALL OR USE 
THIS SOFTWARE.

1.0 DEFINITIONS 

"Licensed Software" means the SMS Software Development Kit, 
Version 2 Software in binary form, any other machine readable 
materials (including, but not limited to, libraries, source 
files, header files, and data files) and any user manuals, 
programming guides and other documentation provided to Licensee
by Simplewire, Inc. under this Agreement.

2.0 LIMITED LICENSE

Simplewire, Inc. grants to Licensee, a non-exclusive, 
non-transferable, royalty-free and limited license to use 
Licensed Software internally for the purposes of evaluation 
only. No license is granted to Licensee for any other purpose. 
Licensee may not sell, rent, loan or otherwise encumber or transfer
Licensed Software in whole or in part, to any third party.

3.0 LICENSE RESTRICTIONS

3.1 Licensee may not duplicate Licensed Software other than 
for a single copy of Licensed Software for archival purposes 
only. Licensee agrees to reproduce any copyright and other 
proprietary right notices on any such copy.

3.2 Except as otherwise provided by law, Licensee may not 
modify or create derivative works of the Licensed Software, 
or reverse engineer, disassemble or decompile binary portions 
of the Licensed Software, or otherwise attempt to derive the 
source code from such portions.

3.3 No right, title, or interest in or to Licensed Software, 
any trademarks, service marks, or trade names of Simplewire 
or Simplewire’s licensors is implied or granted under this Agreement.

3.4 Licensee shall have no right to use the Licensed Software 
for any commercial use whatsoever.

4.0 NO SUPPORT

Simplewire, Inc. is under no obligation to support Licensed 
Software or to provide Licensee with updates or error corrections 
(collectively "Software Updates"). If Simplewire, Inc., at its 
sole option, supplies Software Updates to Licensee, the Software 
Updates will be considered part of Licensed Software, and subject 
to the terms of this Agreement.

5.0 TERM AND TERMINATION OF AGREEMENT

5.1 This Agreement will commence on the date on which Licensee 
receives Licensed Software (the "Effective Date") and will expire 
60 days from the Effective Date, unless terminated earlier as 
provided below.

5.2 Either party may terminate this Agreement upon ten (10) 
days written notice to the other party. However, Simplewire 
may terminate this Agreement immediately should any Licensed 
Software become, or in Simplewire’s opinion be likely to become, 
the subject of a claim of infringement of a patent, trade secret or
copyright.

5.3 Simplewire may terminate this Agreement immediately should 
Licensee materially breach any of its provisions or take any 
action in derogation of Simplewire’s rights to the Confidential 
Information licensed to Licensee or if Simplewire believes Licensee's 
use of the Licensed Software corrupts or otherwise interferes with 
Simplewire's and/or any wireless carrier's computer system or other 
operating business system.

5.4 Upon termination or expiration of this Agreement, Licensee will
immediately cease use of and destroy Licensed Software and any 
copies thereof and provide Simplewire, Inc. a written statement 
certifying that Licensee has complied with the foregoing obligations.

5.5 Licensee's obligations under this Agreement will survive and 
remain in effect after termination or expiration hereof.

6.0 CONFIDENTIAL INFORMATION 

6.1 For purposes of this Agreement, "Confidential Information" 
means: (i)any information, including information regarding any 
source code or binary code which Simplewire does not make publicly
available and which Simplewire discloses to Licensee related to 
Licensed Software; and (ii) the terms, conditions, and existence 
of this Agreement. Licensee may not disclose Confidential 
Information or use it except for the purposes specified in this
Agreement. Licensee will protect the confidentiality of Confidential
Information to the same degree of care, but no less than reasonable
care, as Licensee uses to protect its own Confidential Information.
Licensee's obligations regarding Confidential Information will 
expire no less than five (5) years from the date of receipt of the
Confidential Information, except for information regarding 
Simplewire source code which will be protected in perpetuity. 
Licensee agrees that Licensed Software contains trade secrets of
Simplewire.

6.2 Notwithstanding any provisions contained in this Agreement
concerning nondisclosure and non-use of the Confidential 
Information, the nondisclosure obligations of Section 6.1 will not
apply to any portion of Confidential Information that a Licensee
can demonstrate in writing is: (i) now, or hereafter through no act
or failure to act on the part of Licensee becomes, generally known
to the general public; (ii) hereafter rightfully furnished to 
Li(ii) hereafter rightfully furnished to Licensee by a third party
without restriction on disclosure.

6.3 Licensee must restrict access to Confidential Information to 
its employees or contractors with a need for this access to perform
their employment or contractual obligations and who have agreed
in writing to be bound by a confidentiality obligation which 
incorporates the protections and restrictions substantially as set
forth in this Agreement.

7.0 DISCLAIMER OF WARRANTY

7.1 Licensee acknowledges that Licensed Software may contain 
errors. Licensee represents that the licensed software is not 
designed or intended for use in the design, construction, 
operation or maintenance of any nuclear facility ("High Risk 
Activities"). Simplewire disclaims any express or implied warranty 
of fitness for such uses. Licensee represents and warrants to 
Simplewire that it will not use, distribute or license the 
Licensed Software for High Risk Activities.

7.2 LICENSED SOFTWARE IS PROVIDED "AS IS". ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO
THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

8.0 LIMITATION OF LIABILITY 

8.1 Licensee will indemnify and hold Simplewire (and its past, 
present, and future officers, agents, contractors, joint venturers,
employees, and directors (collectively the "Indemnified Parties"))
harmless from any claims based on or related to Licensee's use of
the Licensed Software. Licensee also indemnifies and holds the 
Indemnified Parties harmless from any claims that later versions or
releases of any Licensed Software furnished to Licensee are 
incompatible with the Licensed Software provided to Licensee
under this Agreement.

8.2 Licensee shall have the sole responsibility to protect 
adequately and backup Licensee's data and/or equipment used in
connection with the Licensed Software. Licensee shall not claim 
against Simplewire for lost data, re-run time, inaccurate output,
work delays or lost profits resulting from Licensee' use of the 
Licensed Software.

8.3 Licensee acknowledges that Simplewire is under no obligation
to release the Licensed Software as a product of Simplewire.

8.4 Neither party will be liable for any indirect, punitive, 
special, incidental or consequential damage in connection with or
arising out of this Agreement (including loss of business, 
revenue, profits, use, data or other economic advantage), 
however it arises, whether for breach or in tort, even if that
party has been previously advised of the possibility of such damage.

9.0 GENERAL TERMS 

9.1 This Agreement will be governed by laws of the State of 
Michigan, U.S.A., and controlling U.S. federal law. The courts of
Michigan (including the Federal District Court for the Eastern 
District of Michigan) shall be the exclusive venue for resolution
of any dispute under this agreement. The Licensee consents to the
jurisdiction of the Michigan courts set out above and to any form 
of service (including by fax and/or email), if said service 
communicates actual knowledge of any related proceeding to the 
Licensee. The U.N. Convention for the International Sale of Goods
and the choice of law rules of any jurisdiction will not apply.
This Agreement will be interpreted and performed in the English
language.

9.2 Licensed Software and technical data delivered under this 
Agreement are subject to U.S. export control laws and may be 
subject to export or import regulations in other countries. 
Licensee agrees to comply strictly with all such laws and 
regulations and acknowledges that it has the responsibility to 
obtain such licenses to export, re-export or import as may be 
required after delivery to Licensee. Licensee agrees to cooperate
fully with any official or unofficial audit or inspection that
relates to export controls. Licensee shall obtain any licenses
and permits which are required by any nation to possess or use the
Licensed Software.

9.3 It is understood and agreed that, notwithstanding any other
provision of this Agreement, Licensee's breach of the provisions
of Section 3 and 6 of this Agreement will cause Simplewire
irreparable damage for which recovery of money damages would be
inadequate, and that Simplewire will therefore be entitled to seek
timely injunctive relief to protect Simplewire’s rights under this
Agreement in addition to any and all remedies available at law.

9.4 Licensee may not assign or otherwise transfer any of its
rights or obligations under this Agreement, without the prior
written consent of Simplewire. Simplewire may assign this
Agreement.

9.5 Any tax, levy, or other governmental charge, which may be
assessed against any party, and which is related to this 
Licensee's possession or use of the Licensed Software, will be
paid by Licensee.

9.6 This Agreement is the parties' entire agreement relating to
its subject matter. It supersedes all prior or contemporaneous
oral or written communications, proposals, conditions, 
representations and warranties and prevails over any conflicting
or additional terms of any quote, order, acknowledgment, or other
communication between the parties relating to its subject matter
during the term of this Agreement. No modification to this 
Agreement will be binding, unless in writing and signed by an
authorized representative of each party.