END-USER LICENSE AGREEMENT FOR SOFTWARE
_______________________________________
IMPORTANT - READ CAREFULLY: THIS END-USER LICENSE AGREEMENT (“EULA”) is a legal agreement between you (either an individual or a single entity) (“You” or “Your”) and Synaptics Incorporated (“Synaptics”) for the software accompanying this EULA which includes any associated documentation, and any modification or updates to the software and documentation that is furnished to You by Synaptics (collectively, the "Software").  The Software is owned by Synaptics and its licensors, and the Software is licensed, not sold, to You.  
By clicking “I Agree” below or by downloading, installing or otherwise using the Software, You agree to be bound by the terms of this EULA.  If You do not agree to such terms, You are not authorized to download, install or use the Software.  If You and Synaptics have entered into a written agreement governing Your use of the Software, then such written agreement shall supersede the terms of this EULA to the extent such terms conflict with this EULA.

LICENSE GRANT.  Subject to the terms and conditions of this Agreement, Synaptics grants You a limited, personal, non-transferable, non-sublicensable, non-exclusive, right to install and use the Software solely for use with Synaptics fingerprint sensor product (the “Product”).  You may copy the Software to Your computer network for backup purposes only, provided that only You have access to the Software and no access by third parties is permitted.  You shall not make additional copies without the prior written consent of Synaptics.  

Other Rights and Restrictions.  You may not, nor permit anyone else to: (a) reverse engineer, decompile, disassemble the Software, or otherwise attempt to recreate or derive the source code from the object code for the Software or any underlying algorithms or ideas embodied in such Software; (b) distribute, sublicense, sell, lend, rent, lease, loan, transmit or otherwise transfer the Software or any of Your license rights in the Software, or make the functionality of the Software available to any third party; (c) work around or gain access to any restricted or inactivated features or other technical limitations in the Software; (d) use the software to create, modify, or simulate designs for third parties or to develop or enhance any product that competes with the Product; (e) publish the Software on any medium for any purpose; (f) use the Software for any purpose other than Your individual use of the Product for its intended purpose as defined in “License Grant” above; (f) use the Software in any manner which could reasonably be expected to result in personal injury, death or damage to real or tangible property, or otherwise result in catastrophic loss.  If You require interface information for interoperability with other software, You must request that information from Synaptics, which Synaptics may provide subject to reasonable restrictions and limitations for the protection of its rights. 

You may not, nor may you permit anyone else to, modify, translate, adapt or create derivative works based on the Software, nor attempt to disable any protective device incorporated into it. Any such modification will be a material breach of this EULA, and any such derivative work shall be owned, in its entirety by Synaptics.  You agree to, and hereby do, irrevocably assign to Synaptics all right, title and interest in and to such derivative work.  You may not remove or obscure any copyright or other proprietary notices in the Software.  All rights not expressly granted to You are reserved by Synaptics and its licensors.  There are no implied rights.  

ASSIGNMENT
You may not transfer, sublicense or assign this Software or any of Your corresponding license rights to any other person in any manner (by assignment, operation of law or otherwise).  If You attempt to transfer or assign the Software or any of Your rights, the transfer or assignment will be ineffective, null, and void, and You will be in material breach of this agreement.  

CONFIDENTIALITY AND OWNERSHIP.  The Software is protected by U.S. and international copyright, patent and other intellectual property rights laws and treaties.  The Software may also be protected as trade secrets and contains substantial proprietary and confidential information of Synaptics and its licensors.  Synaptics(and its licensors) retains all right, title and interest in and to the Software subject only to the limited license expressly granted to You in this Agreement.  Title to the Software does not pass to You.  You will use reasonable efforts to notify Synaptics of any errors with the Software in sufficient detail to allow Synaptics to identify and recreate such errors, and shall keep the results of Your testing and evaluation confidential, as well as protect the confidentiality and proprietary nature of the Software.  You shall protect the Synaptics confidential information with at least the same standard of care you exercise to protect Your own proprietary information of like importance, but in no event less than reasonable care.  Additionally, You agree to provide a copy of the results, if any, of Your testing of the Software only to Synaptics, including recommendations for changes and modifications which could lead to improvements and all data related to the foregoing.  Any test and/or evaluation results, as well as comments, ideas, suggestions and modifications, and any improvements to the Products based on such feedback, shall (together with all applicable intellectual property rights) be owned exclusively by Synaptics and shall be considered Synaptics confidential information. 

LIMITED WARRANTY; LIMITATION OF REMEDIES
Disclaimer of Warranties. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE Software IS PROVIDED TO YOU ON AN "AS IS" BASIS.  SYNAPTICS MAKES NO EXPRESS OR IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH REGARDS TO THE Software AS WELL AS ANY PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.  SYNAPTICS DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR WILL OPERATE WITH THE COMBINATION OF SOFTWARE AND HARDWARE USED BY YOU. IF SUCH DISCLAIMER OF ANY IMPLIED WARRANTY IS NOT PERMITTED BY LAW, THE DURATION OF ANY SUCH IMPLIED WARRANTY IS LIMITED TO NINETY (90) DAYS FROM THE DATE THE Software WAS FIRST DOWNLOADED, INSTALLED OR USED.  

Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNAPTICS BE LIABLE, UNDER ANY CIRCUMSTANCES OR ANY THEORY OF LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, GOODWILL, BUSINESS INTERRUPTION, LOSS OF data, BREACH OF COMPUTER SECURITY SYSTEMS OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE Software EVEN IF SYNAPTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE Software SHALL BE CONSIDERED "AS IS" SOFTWARE AND SYNAPTICS DOES NOT GUARANTEE THAT THE Software WILL MEET ALL OF youR REQUIREMENTS OR ALL REQUIREMENTS OF THE SOFTWARE OR HARDWARE WITH WHICH IT INTERACTS. SYNAPTICS' total cumulative LIABILITY UNDER THIS EULA SHALL BE LIMITED TO ONE HUNDRED ($100) U.S. DOLLARS REGARDLESS OF THE NATURE OF THE LIABILITY OR THE NATURE OR NUMBER OF CLAIMS GIVING RAISE TO THE LIABILITY. 
   
Hazardous Activities.  While accurate, the Software is not fault tolerant and is not designed, manufactured, or intended for use or resale in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, or weapons systems, in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage.  YOU ARE SOLELY RESPONSIBLE FOR THE RISK AND LIABILITIES ASSOCIATED WITH THE USE OF THE SOFTWARE FOR ANY SUCH PURPOSES.
Severability.  In the event of invalidity of any provision of this EULA, the parties agree that such invalidity shall not affect the validity of the remaining portions of this EULA.  WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS EULA WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION.  FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED ITS ESSENTIAL AND/OR INTENDED PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT. 

Termination.   Synaptics may terminate this EULA at any time and for any reason. You may terminate this EULA at any time by ceasing all use of the Software and destroying all copies of the Software.  If You do not comply with any of the provisions contained in this EULA, this license shall automatically terminate and Synaptics shall seek all remedies available to it at law or in equity.  Upon termination, all Your rights to use the Software will cease, and You must promptly destroy all copies of the Software in Your possession or control. 

MISCELLANEOUS
No Third Party Beneficiaries.  No provision of this EULA is intended, nor will it be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in third parties.  All provisions hereof will be personal solely between You and Synaptics.

Entire Agreement: Governing Law.  Except as otherwise set forth above, this EULA constitutes the entire agreement between You and Synaptics and supersedes any other communication or advertising with respect to the Software. This EULA shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to conflict of laws principles. All disputes arising out of this EULA shall be subject to the exclusive jurisdiction and venue of the California state and federal courts located in Santa Clara County, California, and the parties consent to the personal and exclusive jurisdiction and venue of these courts. The United Nations Convention on Contracts for the International Sales of Goods is specifically disclaimed.

Export Controls. You agree that You will not directly or indirectly export the Software and related technical data in violation of the Export Administration Regulations of the U.S. Department of Commerce and other applicable laws. You further agree that you will not export, re-export, divert or transfer the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, (b) to anyone included on the U.S. Government List of Specially Designated Nationals, the Table of Denial Orders, the Entity List, (c) to anyone involved in the manufacture and proliferation of weapons in violation of U.S. applicable laws, (d) to any country where export or re-export is restricted or prohibited, or which the U.S. government requires an export license or governmental approval at the time of export or re-export without first obtaining such license or approval; or (e) in violation of any export or import restrictions, laws or regulations of any U.S. or foreign authority. By using the Software You are representing and warranting that You are not located in, under the control of, or a national or resident of any such country or on any such lists, or involved in any such activities.

Government Restricted Rights.  If You are the U.S. Government or if You are a contractor or subcontractor (at any tier) of the U.S. Government and are licensing the Software for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, You acknowledge that by accepting delivery of the Software, the Software qualifies as commercial computer software and that the documentation qualifies as commercial computer software documentation within the meaning of the acquisition regulations and contract clauses applicable to this procurement.  The terms and conditions of this EULA are fully applicable to the Government’s use and disclosure of the Software and documentation, and shall supersede any conflicting terms or conditions. If this EULA fails to meet the Government's needs or is inconsistent in any respect with Federal law, You agree to return the Software and documentation, unused, to Synaptics Incorporated, 1251 McKay Drive, San Jose, CA 95131, USA.

Language.  This EULA is prepared and entered into in the English language only, which language shall be controlling in all respects.  Any translations of this EULA into any other language are for reference only and shall have no legal or other effect.  You may request a copy of the original English version of this EULA by writing to Synaptics at the address below. 

Miscellaneous.  No waiver or modification of this EULA will be binding upon either party unless made in a writing signed by both parties, and no failure or delay in enforcing any right will be deemed a waiver. If any provision in this EULA is found to be invalid or unenforceable as written, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision is to be construed (and, if necessary, modified) so that it is valid and enforceable to the greatest extent possible.  This EULA is the entire agreement between the parties concerning its subject matter, and supersedes any prior or contemporaneous agreements, communications or understandings (whether written, oral or implied) between the parties.

Should you have any questions concerning this EULA, or if you desire to contact Synaptics for any reason, please write to:  Synaptics Incorporated, Attn: Legal Department, 1251 McKay Drive, San Jose, CA 95131, USA

 FORMCHECKBOX    I AGREE
 FORMCHECKBOX    I DO NOT AGREE