1.

Purpose. Redpark shall provide a serial or Ethernet cable, static library, sample project code,
and documentation (together the "Development Materials") to you solely for your use in developing iOS
applications for deployment using any manner permitted by an iOS developer license and Apple Made for
iPhone (MFI) policy..
2.

Title. Title to the Intellectual Property incorporated into the Development Materials shall remain
with Redpark. For purposes of this Agreement the term Intellectual Property shall mean patents, subject
matter which is not patented but is protected under patent law, copyrights, trade names, trademarks, service
marks, logos, brands, trade dress, artwork, inventions, works of authorship, information fixed in any tangible
medium of expression, plans, designs, know-how, processes, specifications, manufacturing techniques,
technical developments, firmware, processes, trades secrets and methods of doing business.
3.

License. Redpark grants you a royalty-free, personal, nontransferable, nonexclusive license to

use the Intellectual Property incorporated into the Development Materials only for the purposes described in
Section 1 above. You shall not disassemble, reverse-engineer, or decompile any Intellectual Property
contained in the Development Materials. EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS
OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER REDPARK INTELLECTUAL PROPERTY
RIGHT IS GRANTED TO YOU
4.

Modification And Feedback License. This Agreement does not obligate you to provide Redpark
with feedback, comments or suggestions regarding the Development Materials. However, should you provide
Redpark with feedback, comments or suggestions for the modification, correction, improvement or
enhancement of: (i) the Development Materials; or (ii) Redpark products or processes which may embody the
Development Materials; you grant to Redpark a nonexclusive, irrevocable, worldwide, royalty-free license, with
the right to sublicense to Redpark licensees and customers, under your intellectual property rights (excluding
patent rights), the rights to use and disclose such comments and suggestions in any manner Redpark
chooses, and to display, perform, copy, make, have made, use, sell, offer to sell, import, and otherwise
dispose of Redpark and its sublicensees products embodying such feedback, comments and suggestions in
any manner and via any media Redpark chooses, without reference to the source. Feedback means specific
suggestions, comments or feedback provided by you to Redpark in writing on how to change or augment its
technology or services. The Parties agree that Feedback shall not include any of your confidential information
or rights in patents. For the avoidance of doubt, it is further acknowledged and agreed between the Parties that
any intellectual property rights invented and/or owned by you independently, or jointly with any third party other
than Redpark, without relying on the Development Materials or any other confidential information disclosed by
Redpark hereunder, shall not fall within the scope of the foregoing feedback license.
5.

Warranty. Redpark Product Development warrants that the cable will be free from defects in
material and manufacture -- and further warrants that for a period of 12 months after initial sale, the cable will
function in accordance with its specification, provided that it is used in the proper manner. If the product proves
to be defective during the warranty period, it may be returned at your expense to Redpark Product
Development for replacement.
6.

WARRANTY DISCLAIMER. YOU ACKNOWLEDGE THAT THIS PRODUCT IS NOT INTENDED

FOR ANY USE IN WHICH THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY,
OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU FURTHER ACKNOWLEDGE THAT THIS
PRODUCT IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE
FAILURE OF OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR
INFORMATION PROVIDED BY THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR
SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU HEREBY AGREE TO INDEMNIFY, DEFEND,
AND HOLD REDPARK PRODUCT DEVELOPMENT HARMLESS FROM ANY LIABILITY INCURRED BY,
OR CLAIMS ASSERTED AGAINST, REDPARK PRODUCT DEVELOPMENT BY REASON OF ANY SUCH
USE.
7.

LIMITATION OF LIABILITY. YOUR USE OF THE DEVELOPMENT MATERIALS IS AT YOUR

SOLE RISK AS THE DEVELOPMENT MATERIALS MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH
APPLICABLE SPECIFICATIONS, AND PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN
OPERATED IN COMBINATION WITH YOUR OTHER EQUIPMENT. REDPARK AND ITS SUPPLIERS SHALL
NOT BE LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF PROFITS, INTERRUPTION
OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED,

WHETHER FOR BREACH OF WARRANTY, CONTRACT, STRICT LIABILITY OR OTHERWISE. REDPARK

AND ITS SUPPLIERS DISCLAIM ALL LIABILITY EXCEPT FOR LIABILITY FOR INFRINGEMENT OF ANY
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY THE DEVELOPMENT MATERIALS.

8.

General.
(a)

Controlling Law. This Agreement shall be governed by the internal substantive laws of

the State of California.

(b)
Entire Agreement. This Agreement constitutes the entire agreement between you and
Redpark and supersedes in its entirety any and all oral or written agreements previously existing between you
and Redpark with respect to the subject matter hereof. This Agreement may only be amended or
supplemented by a writing that refers explicitly to this Agreement and that is signed by you and by a duly
authorized representative of Redpark. Without limiting the foregoing, terms and conditions on any purchase
orders or similar materials submitted by you to Redpark, and any terms contained in Redpark standard
acknowledgment form that are in conflict with these terms, shall be of no force or effect.
(c)
Severability. In the event that any provision of this Agreement shall be unenforceable or
invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity
shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall
be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision
within the limits of applicable law or applicable court decisions.
(d)
Counterparts. This Agreement may be executed in any number of counterparts, each of
which may be executed by less than all of the parties, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall constitute one instrument.
(e)
Venue. Any action or proceeding arising directly or indirectly from this Agreement shall
be litigated in an appropriate state or federal court in the County of Alameda, State of California, USA.