DEVELOPER LICENSE AGREEMENT

This Developer License Agreement (“Agreement”) is a binding contract between Xiamen SigmaStar Technology Ltd. (“SigmaStar”) and the individual or type of Person intending to download, install or otherwise use Licensed Item (“Licensee”).

SIGMASTAR PROVIDES LICENSED ITEM SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON BELOW, AND/OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING LICENSED ITEM, LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, LICENSEE IS 18 YEARS OF AGE OR OLDER; AND (II) LICENSEE HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SIGMASTAR WILL NOT AND DOES NOT GRANT ANY LICENSE RELATING TO LICENSED ITEM TO LICENSEE AND LICENSEE MUST NOT DOWNLOAD, INSTALL OR USE LICENSED ITEM.

1.Definitions. For purposes of this Agreement, the following terms have the following meanings:

1.1 “Intellectual Property Rights” means any and all intellectual property or proprietary rights throughout the world, including, but not limited to, all patent rights (including patent applications and disclosures), registered and unregistered copyrights (including rights in software, including in source code and object code), registered and unregistered trademark rights, and trade secrets.

1.2 “Licensed Item” means the software, documentation, and other material, and any updates, upgrades, enhancements, releases, improvements, and any other adaptations or modifications thereto which is published by SigmaStar on COMAKE developer website (“Website”) and downloadable by Licensee as a developer member of Website.

1.3 “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

1.4 “Third Party” means any Person other than Licensee or SigmaStar.

2.Grant of Right

2.1 Subject to the terms and conditions of this Agreement, SigmaStar hereby grants to Licensee a non-exclusive, non-transferable, non-sublicense license to use and modify (limited to Licensed Item which is software and provided by SigmaStar in source code form, if any) Licensed Item solely for the purpose of integrating SigmaStar’s product with Licensee’s product(s) and for no other purpose.

2.2 In addition to the license granted by SigmaStar in accordance with Section 2.1, Licensee is permitted to deploy and distribute, in binary form only, the software included in the Licensed Item as part of Licensee’s product which incorporates SigmaStar’s product to Licensee’s customer who has concluded this Agreement with SigmaStar.

2.3 Licensee may only make necessary copies of Licensed Item as are reasonably necessary for its own internal use and the license granted under this Agreement shall apply to all such copies. In no event shall the amount of said copies exceed reasonable copies. All copies of Licensed Item shall contain all copyright or proprietary notices appearing on or in such Licensed Item.

2.4 All rights granted to Licensee hereunder are subject to Licensee’s continued compliance with the terms, conditions and restrictions contained in this Agreement.

3.Third Party Item

Licensed Item may include software, documentation, content, data or other materials that are owned by Third Party and that are provided to Licensee on terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). The license granted hereunder and Licensee’s use of Licensed Item is subject to such Third Party Licenses, if any. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee of any Third-Party License is also a breach of this Agreement. Licensee expressly acknowledges that it is Licensee’s sole responsibility to obtain from any Third Party all proper licenses contained in Licensed Item. SIGMASTAR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WITH RESPECT TO ANY THIRD PARTY ITEM.

4.Restriction of Use

Except as specifically permitted under Section 2, Licensee acknowledges that the scope of the licenses granted hereunder does NOT permit Licensee to:

4.1 alter, modify, adapt or translate the whole or any part of Licensed Item;

4.2 decompile, disassemble, reverse engineer or create any derivative work from Licensed Item, or otherwise attempt to derive the source code;

4.3 in any way sell, lease, rent, license, sublicense or otherwise distribute the Licensed Software;

4.4 remove, alter, conceal or otherwise interfere with any proprietary notice attached to or incorporated in Licensed Item;

4.5 use Licensed Item to participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of Licensed Item or SigmaStar;

4.6 let Licensed Item be accessed or used by Third Party or anyone other than Licensee’s employees whose duties require such access or use; or

4.7 use Licensed Item in violation of any domestic or foreign law, regulation or rule.

In addition, Licensee shall not cause any portion of Licensed Item to be subject to the licensing terms applicable to Open Source Software unless it is already an Open Source Software when SigmaStar provides it as part of Licensed Item. For the purpose of this Agreement, “Open Source Software” means any software or software component, module or package that is subject to the license that requires the software (in whole or in part) be disclosed or distributed in source code form, licensed for the making of derivative works, freely redistributable or cannot be licensed under proprietary terms, including, without limitation, the GNU’s General Public License (GPL) or Lesser GPL (LGPL).

5.Ownership

5.1SigmaStar shall retain any and all right, ownership and interest of Licensed Item (including any modification thereto) and all Intellectual Property Rights arising out of or relating to Licensed Item. Licensee shall take no action that is inconsistent with the right, ownership and interest of SigmaStar. No ownership, interest or right therein is transferred to Licensee under this Agreement or by way of SigmaStar’s performance of this Agreement.

5.2To the extent that any modifications are made, Licensee assigns, and will cause to assign, to SigmaStar such modifications and all associated Intellectual Property Rights thereto, subject to the license to Licensee in Section 2 (Grant of Right). In addition, Licensee grants to SigmaStar the right and license to make, use, sell, reproduce, modify, sublicense, disclose, distribute and otherwise exploit any error reports, corrections and suggestions created or provided by Licensee concerning Licensed Item or any modifications based thereon. Licensee shall, perform such acts, and execute and deliver such instruments and documents, and do all other things as may be reasonably necessary to evidence or perfect the rights of SigmaStar set forth in this Section 5.

5.3Licensee shall safeguard all Licensed Item from infringement, misappropriation, theft, misuse, or unauthorized access, promptly notify SigmaStar if Licensee becomes aware of any of foregoing, and reasonably cooperate with SigmaStar in any legal action taken by SigmaStar to enforce its Intellectual Property Rights.

6. Confidentiality

6.1 Confidential information means any information disclosed by SigmaStar pursuant to this Agreement, whether in oral, written, or other tangible or intangible form, that is identified as proprietary or confidential at the time of disclosure or provided under circumstances that reasonably indicate that the information is proprietary or confidential (“Confidential Information”). For the avoidance of doubt, Licensed Item shall be deemed as Confidential Information.

6.2 Licensee shall keep all Confidential Information in strict confidence and shall not disclose such Confidential Information to any Third Party unless otherwise provided herein. Without limiting the foregoing, Licensee shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information, but in no event less than reasonable degree of care.

6.3 Unless otherwise set forth herein, Licensee may disclose Confidential Information only to its employees who are required to have such information in order for Licensee to carry out the purpose contemplated by this Agreement and who have signed agreements with confidentiality terms at least as restrictive as Licensee’s obligations under this Section 6. Licensee acknowledges that it shall be responsible to SigmaStar for all breaches of this confidentiality obligation under this Agreement caused by its employees. Licensee shall notify SigmaStar of any unauthorized use or disclosure, whether actual or suspected.

6.4 Licensee acknowledges that due to the unique nature of the Confidential Information, any breach of the restrictions contained in this Section 6 is a material breach of this Agreement which would cause irreparable harm and SigmaStar would not have an adequate remedy in money or damages in such an event. Any such breach shall entitle SigmaStar to obtain injunctive relief in addition to all remedies that may be available in law, in equity or otherwise.

7. Warranty Disclaimer and Limitation of Liability

7.1 LICENSED ITEM IS PROVIDED ON AN “AS-IS” BASIS AND WITH ALL FAULTS AND DEFECTS. SIGMASTAR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, HEREBY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO LICENSED ITEM, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUF OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. SIGMASTAR FURTHER EXPRESSLY DISCLAIMS ANY WARRANTIES THAT THE OPERATION OF LICENSED ITEM WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE WAIVES ANY CLAIM AGAINST SIGMASTAR FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT LICENSEE MAY INCUR RELATED TO LICENSED ITEM.

7.2 IN NO EVENT SHALL SIGMASTAR AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOST OR DAMAGED DATA, AND UNAUTHORIZED SYSTEM USE. IN NO EVENT SHALL SIGMASTAR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’, AGGREGATIVE LIABILITY RELATED TO LICENSED ITEM OR ANY OBLIGATION UNDRE THIS AGREEMENT, WHETHER ARISING OUF OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE-HUNDRED US DOLLARS (US$100).

8.Termination and Survival

8.1 This Agreement and the license granted hereunder shall remain in effect unless terminated as set forth herein.

8.2 If Licensee breaches any of its obligations under this Agreement and fails to cure such breach within ten (10) days upon SigmaStar’s notification, SigmaStar may terminate this Agreement or any rights granted to Licensee upon written notice to Licensee. Notwithstanding the above, if the breach is not curable, SigmaStar may immediately terminate this Agreement.

8.3 Nothing contained herein shall limit any other remedies that SigmaStar may have for the default of Licensee under this Agreement nor relieve Licensee of any of its obligations incurred prior to any termination of this Agreement.

8.4 In the event Licensee’s developer membership at Website is terminated for any cause, this Agreement shall be automatically terminated as of the termination date of Licensee’s developer membership at Website.

8.5 Upon termination of this Agreement, the license granted hereunder shall also terminate and Licensee shall promptly cease to use and destroy all copies of Licensed Item.

8.6 Notwithstanding the termination of this Agreement, any provisions of this Agreement which by their terms are intended to survive the termination shall so survive and continue in full force and effect.

9. Miscellaneous

9.1 Licensee shall indemnify and hold harmless SigmaStar, its affiliates, officers and employees from and against any and all claims, allegations, actions, proceeding, settlements, losses, damages, expenses or otherwise caused by, resulting from or arising in connection with any use of Licensed Item beyond the scope of the licenses granted under this Agreement or Licensee’s breach of this Agreement.

9.2 Nothing contained herein shall be construed as by express, implication, estoppels or otherwise: (a) conferring any license or right to use any SigmaStar’s name, trade name, trademark, service mark, symbol or any other identification or any portion thereof; (b) obligating SigmaStar or any of its affiliates to furnish any Person, including, without limitation, Licensee and its customers, assistance or information of any kind whatsoever; or (c) conferring any license or right under any patent, whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued patent (any patent licenses and rights, if appropriate, will be the subject of a separate agreement with SigmaStar).

9.3 Each of the parties shall act as, and shall be, independent contractors in all aspects of this Agreement. Neither party will act or have authority to act as an agent for the other party for any purpose whatsoever. Nothing in this Agreement will be deemed to constitute or create a joint venture, partnership, pooling arrangement, or other formal business entity or fiduciary relationship between SigmaStar and Licensee.

9.4 Nothing in this Agreement shall preclude SigmaStar from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction, in order to protect its rights.

9.5 Neither this Agreement nor any of Licensee’s rights or obligations hereunder are assignable or transferable by Licensee without the express written consent of SigmaStar, whether voluntarily, involuntarily, by operation of law or otherwise. SigmaStar may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations, under this Agreement without Licensee’s consent.

9.6 Neither waiver of the terms and conditions of this Agreement, nor any failure of either party to strictly enforce any term or condition of this Agreement on one or more occasions shall be construed as a waiver of the same or of any other term or condition of this Agreement on any other occasion.

9.7 This Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior agreements, understandings and communications, whether in writing or orally made, between the parties, with respect to the subject matter hereof. In the event that any term or provision contained herein is held invalid or unenforceable in any respect, the remainder of the Agreement shall not be affected thereby and each term and provision hereof shall be valid and enforced to the fullest extent allowed by applicable law.

9.8 Neither party shall be liable for default of any obligation hereunder if such default results from force majeure which includes, without limitation, governmental acts or directives, strikes, acts of God, war, insurrection, riot or civil commotion, flooding or water damage, explosions, or embargoes, whether of the kind herein enumerated or otherwise, which are not within the reasonable control of the party affected.

9.9 This Agreement will be governed by and construed in accordance with the laws of People’s Republic of China, excluding its conflict of law rules.