END USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY

This End-User License Agreement ("EULA") is between You (either an individual, a legal entity or any affiliated companies or other entities) and Luculent Systems, LLC, ("Luculent Systems"). The EULA authorizes You to use the Licensed Software, specified in Clause 1 below, under the terms and conditions set forth below. Read this EULA carefully before installing or using the Licensed Software. By installing, copying, and/or using the Licensed Software, You acknowledge that You:

  1. have read and understood the EULA as well as each of the third party licenses, Open Source Software licenses and additional terms set forth in the Additional Terms Addendum below ("Additional Terms").
  2. agree to be bound by all of the terms and conditions for this EULA and such Additional Terms.
You further agree that if Luculent Systems or any licensor of Luculent Systems is required to engage in any proceeding, legal or otherwise, to enforce their rights under this EULA, Luculent Systems and/or its licensor shall be entitled to recover from You, in addition to any other sums due, reasonable attorney's fees, costs and disbursements. If You do not agree to all of the terms and conditions of this EULA, Luculent Systems is unwilling to license the Licensed Software to you. In such an event, you should not install the Licensed Software and promptly contact Luculent Systems for instructions on return of the Licensed Software. This EULA governs any Updates, releases, revisions, or enhancements to the Licensed Software.

1. LICENSED SOFTWARE

As used in this EULA, the term "Licensed Software" means

  1. the software offered by Luculent Systems under the product name "Bluetooth Battery Monitor" in any release and
  2. any related electronic or written documentation for the Licensed Software.

2. INTELLECTUAL PROPERTY RIGHTS NOTICE

The Licensed Software and all rights, without limitation including proprietary rights therein, are owned by Luculent Systems, their licensors or affiliates and are protected by international treaty provisions and all applicable national laws. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of Luculent Systems, their licensors or affiliates. Except as expressly and unambiguously provided herein, You do not possess, and Luculent Systems does not grant to You, any express or implied rights (whether by implication, estoppels or other legal theory) in or to any such intellectual property rights and all such rights are retained by Luculent Systems, its licensors or affiliates. You must reproduce and include the copyright notices with any permitted copies You make of the Licensed Software.

3. LICENSE GRANT AND USE RESTRICTIONS

The Licensed Software is not sold to You. Luculent Systems only grants to You a non-exclusive, non-transferable license to use the Licensed Software in object code solely for your own use. The configuration and execution of the Licensed Software is supervised by a hardware-bound license key, supplied separately for the Licensed Software. The EULA permits the use of the Licensed Software, only within the boundaries established by the license key.

The license is not transferable to any other hardware, or to another organization or individual.

4. LIMITATIONS ON LICENSE

You may not copy, distribute, or make derivative works of the Licensed Software except as follows:

  1. You may not use, modify, or transfer the right to use the Licensed Software except as expressly provided in this EULA.
  2. You may not sublicense, rent or lease the Licensed Software.
  3. You may not or direct any third party to reverse engineer, de-compile, or disassemble those Licensed Software programs except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  4. This EULA does not grant You any rights whatsoever in relation to the trademarks or service marks of Luculent Systems.
  5. Parts of the Licensed Software may be supplied by third parties and may be subject to separate license terms such as those set forth within the Additional Terms below. In the event that you receive the terms and conditions stipulated by the relevant third party licensor together with the Licensed Software, such terms and conditions shall apply with respect to the third party licensor's liability towards you. Luculent Systems own liability to you is governed by this EULA.
  6. The Licensed Software may contain Open Source Software (hereinafter referred to as "OSS") that is listed within the Additional Terms below. As set forth in these Additional Terms, You are entitled to use the OSS in accordance with the respective license conditions of the OSS. The license conditions of the respective OSS shall prevail over this EULA with respect to the OSS.

5. MISUSE OF THE LICENSED SOFTWARE IS STRICTLY PROHIBITED BY LICENSOR, MAY VIOLATE U.S. AND OTHER LAWS AND MAY SUBJECT YOU TO SUBSTANTIAL LIABILITY

You are solely responsible for any misuse of the Licensed Software under this EULA and for any liability or damage related in any way to your use of the Licensed Software in violation of this EULA. You are also responsible for using the Licensed Software in accordance with the limitations of this EULA.

6. TERMINATION

This EULA is effective from the first date You install, copy or otherwise use the Licensed Software. You may terminate this license at any time by deleting or destroying the Licensed Software, all backup copies and all related materials provided to You by Luculent Systems. Your license rights terminate automatically and immediately without notice if You fail to comply with any provision of this EULA.

7. WARRANTY DISCLAIMER

YOU ACKNOWLEDGE THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND NEITHER LUCULENT SYSTEMS NOR ANY OF THEIR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE LICENSED SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY LUCULENT SYSTEMS OR THEIR LICENSORS OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A LUCULENT SYSTEMS REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY AFFECT THIS DISCLAIMER. YOU ASSUME ALL RESPONSIBILITY TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.

8. NO OTHER OBLIGATIONS; RESERVATION OF RIGHTS

This EULA creates no obligations on the part of Luculent Systems other than as specifically set forth herein. Luculent Systems reserves all rights not expressly granted to You in this EULA.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL LUCULENT SYSTEMS, ITS EMPLOYEES, LICENSORS, AFFILIATES OR AGENTS BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY, OR ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF LUCULENT SYSTEMS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SHALL NOT APPLY IF AND TO THE EXTENT LUCULENT SYSTEMS' LIABILITY IS MANDATORY UNDER THE APPLICABLE LAW E.G. PRODUCT LIABILITY LAW OR INTENTIONAL MISCONDUCT.

10. TECHNICAL SUPPORT AND AUDIT

Luculent Systems and its affiliates have no obligation to furnish You with technical support unless separately agreed in writing between You and Luculent Systems. Luculent Systems and where applicable their licensors in the Licensed Software shall be free to use any feedback and/or technical data including audit data received from You resulting from your access to and use of the Licensed Software for any purpose including (without limitation) the manufacture, marketing and maintenance or support of products and services. If and insofar as permissible under the relevant laws You permit Luculent Systems and its affiliates to audit the use of the Licensed Software and will give assistance and access to the necessary information.

11. APPLICABLE LAW AND FORUM

This EULA is governed by the laws of the State of Oregon. No choice of law rules of any jurisdiction will apply. Any disputes arising out of or relating to this EULA shall be settled by the courts in Oregon to the extent permitted by mandatory law.

12. MISCELLANEOUS

Unless Luculent Systems has given separate individual contract conditions in writing this EULA represents the entire agreement between You and Luculent Systems relating to the Licensed Software and

  1. supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and
  2. prevails over any conflicting or additional terms of any acknowledgement or similar communication between the parties during the term of this License.
Notwithstanding the foregoing, some products of Luculent Systems may require You to agree to additional terms through an on-line "clickwrap" license, and such terms shall supplement this EULA. If any provision of this EULA is held invalid, all other provisions shall remain valid unless such validity would frustrate the purpose of this EULA, and this EULA shall be enforced to the full extent allowable under applicable law. No modification to this EULA is binding, unless in writing and signed by a duly authorized representative of each party. This EULA shall be binding on and shall inure to the benefit of the heirs, successors, and assigns of the parties hereto. The failure of either party to enforce any right resulting from the breach of any provision of this EULA by the other party will not be deemed a waiver of any right related to a subsequent breach of such provision or any other right hereunder.

ADDITIONAL TERMS ADDENDUM

Embedded in, or bundled with, this product are open source software (OSS) components and other third party components listed below.

You can get a copy of, distribute and/or modify any open source code for the OSS component under the terms of their respective licenses. In the event of conflicts between Luculent Systems license conditions and the Open Source Software license conditions, the Open Source Software conditions shall prevail with respect to the Open Source Software portions of the software.

SPECIAL THANKS