VIRTUOSO CORE FRAMEWORK END USER LICENSE AGREEMENT V1.0

1. Pursuant to this Agreement, Licensee will use an online account to access, activate, and use the Software. The online account may be maintained by Virtuoso or may be maintained by a third party such as Montage Software. Licensee is responsible for maintaining the confidentiality of its account and login password and is responsible for administration of the account. The account or its assets may not be transferred to a third party without prior written consent of Virtuoso. Licensee agrees to make every reasonable effort to safeguard its account and password against unauthorized use, and to notify Virtuoso immediately of unauthorized use. Virtuoso and/or its assigned third-party account provider reserves the right to refuse service, terminate accounts, remove or edit content, or cancel logins in its sole and absolute discretion.
2. Licensee agrees to accept full responsibility for all activities that occur under Licensee’s account. Licensee is solely responsible for maintaining the confidentiality of its account password and for restricting access to its computer, and Licensee agrees to accept responsibility for all activities that occur under its account. If Licensee has reason to believe that its account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of an account ID or password), Licensee will immediately notify Virtuoso. Licensee may be liable for the losses incurred by Licensee or others due to any unauthorized use of its account.

During the Term of this Agreement, Licensee may, at Virtuoso’s election, be allowed to access future versions of the Software, Library and/or Site, but Virtuoso has no obligation to make new versions available or to continue to make the current versions available in the future. Any and all such versions which may be made available by Virtuoso are subject to the terms and conditions of this Agreement. Virtuoso also has no obligation under this Agreement to provide ongoing support of any kind for the Software, Library and/or Site.

1. Licensee agrees that it will not assign, sublicense, transfer, pledge, lease, rent, loan, or share its rights under this Agreement.
2. Licensee agrees that it will not use the Software to develop a Host Application or host components which simulate or virtualize embedded systems without the use of a Virtuoso™ Embedded Toolkit or other Virtuoso™ Embedded Target hosting toolkit offered by Virtuoso, or which have a primary purpose of providing the core capabilities of the Virtuoso™ Embedded Toolkit without a corresponding Virtuoso™ Embedded Toolkit license, or which negatively affects the revenue generation from licensing the Virtuoso™ Embedded Toolkit as determined solely by Virtuoso. Licensee also agrees not to use Host Applications or host components developed by others which generically simulate or virtualize embedded systems without the use of a Virtuoso™ Embedded Toolkit as described above. In short, if you are using the Core Framework to virtualize an embedded system or host C/C++ code, it must be with the Virtuoso™ Embedded Toolkit, and you cannot develop, share or sell components which provide the core functions of the Virtuoso™ Embedded Toolkit. You may, however, develop, share and sell peripheral virtualization components which interoperate with the Virtuoso™ Embedded target, for example to simulate peripherals of embedded systems.
3. Licensee is restricted from distributing applications, assemblies, or software which then locally performs build operations incorporating the Core Framework on the user’s machine, in order to circumvent Host Application deployment restrictions, licensing requirements, or royalty requirements. Licensee is restricted from distributing applications, assemblies or software with the purpose of allowing the user to easily incorporate the Core Framework separately in order to circumvent Host Application deployment restrictions, licensing requirements, or royalty requirements.
4. Licensee shall not (i) modify, translate, reverse engineer, disassemble or decompile the Software; (ii) create or attempt to create any derivative works of the Software or Documentation not permitted by a Host Application deployment; or, (iii) permit or assist others in performing any of the foregoing.
5. Licensee agrees that the rights granted to Licensee under this Agreement are voided in the case of Licensee’s violation of the Agreement.
6. Licensee shall limit access to and use of the Software to a single Designated User who has been selected by Licensee. Use by any other person is not permitted without separate authorization from Virtuoso.
7. Apart from installation of the Software pursuant to the license granted by this Agreement, Licensee is prohibited from making copies of or distributing the Software, except that it is permitted to make a copy of any locally executed Software as part of a regularly scheduled incremental or full backup procedure. Licensee may make copies of the Documentation as is reasonably necessary to fulfill the aims of this Agreement. Licensee may distribute Core Framework runtime component dependencies with a Host Application deployment as part of the normal distribution of the Host Application.
8. Licensee may not use the Software, Library or Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.
9. Licensee may not utilize Virtuoso’s Intellectual Property in any manner inconsistent with this Agreement, including but not limited to not using or displaying the Virtuoso or Virtuoso trademarks in any manner without Virtuoso’s prior written consent.

If you deploy a Host Application using the Core Framework, you agree to pay Virtuoso a royalty equal to 5% of all worldwide gross revenue actually attributable to the Host Application, regardless of whether that revenue is received by you or any other person or legal entity, as follows.

1. Gross revenue resulting from any and all sales of a Host Application to end users through any and all media, including but not limited to digital and retail;
2. Gross Revenue from Host Application access or in-Host Application advertising and affiliate programs;
3. Gross Revenue in any other form actually attributable to a Host Application (unless excluded below).

However, no royalty is owed on the following forms of revenue:

1. The first $1,000.00 in gross revenue for each Host Application per calendar quarter;
2. Consulting fees or work-for-hire fees which are non-recoupable for services performed using the Host Application or Core Framework;
3. Revenue from a Virtuoso Host Plugin, Virtuoso Host Component, Virtuoso Example Project, or Virtuoso related templates or assets which are only sold to other Virtuoso users through the Montage Marketplace;
4. Revenue from the sale of embedded systems with embedded software that was developed in conjunction with the Core Framework;

The royalty is based on gross revenue from end users, regardless of whether you sell your Host Application to end users directly or self-publish via the Montage Marketplace or any similar store. The following simplified example illustrates the application of the royalty to gross sales: if your Host Application earns $10 on the Montage Marketplace, Montage may pay you $8 (having deducted 20% as a distribution fee), but your royalty to Virtuoso would still be 5% of $10 (or $0.50).

Royalties must be reported and paid on a per-Host Application basis. The $1,000 per Host Application per calendar quarter royalty exemption may not be aggregated across multiple Host Applications.

Within 45 days after the end of each calendar quarter in which a Host Application earns revenue outside of the above-listed royalty exclusions, you must pay to Virtuoso the full amount of the royalty due for that quarter and send Virtuoso a royalty report on a per Host Application basis. Detailed information on royalty reporting and payment can be found at https://www.virtuoso-software.com/royaltyreport.

1. When the Site user account is created as a prerequisite to using the Software and the Site, certain personal information may be required which will be stored and retained by Virtuoso or its designated third-party Site operator, such as Montage Software. Virtuoso uses the information provided for purposes such as responding to requests, improving the Software, helping Virtuoso serve its customers better, and communicating with Licensee.
2. Virtuoso will not share personal information obtained from Licensee with any third party without Licensee’s prior permission, except in the event of a sale, merger or acquisition of the business, or in response to an order from a court of competent jurisdiction or in similar circumstances.
3. Notwithstanding the above, Virtuoso shall be allowed to post or otherwise publish Licensee’s name, logo, and general information regarding Licensee’s use of Virtuoso for publicity and promotional purposes unless Licensee notifies Virtuoso in writing that it does not wish for the information to be made public.

To the fullest extent allowed by law, Licensee waives any rights to trial by jury and agrees not to bring or participate in a class action, private attorney general action or any other similar litigation.

This agreement will be governed by and construed in accordance with the laws of the State of Oklahoma, U.S.A. without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply to this Agreement.

Licensee agrees that: (1) any claim, dispute, or controversy Licensee may have against Virtuoso or its third party account management service provider arising out of, relating to, or connected in any way with this Agreement, Software, Library or Site, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (2) the arbitration shall be held in Tulsa, Oklahoma or at such other location as may be mutually agreed upon by Licensee and Virtuoso; (3) the arbitrator shall apply Oklahoma law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the Licensee’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (5) in the event that the Licensee is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Virtuoso may elect to pay as much of the Licensee’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (6) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, Licensee shall not be entitled to arbitrate its dispute. For more information on AAA and its Rules and Procedures, Licensee may visit the AAA website.

To the extent that the arbitration provisions of this Agreement do not apply, this Agreement will be subject to the exclusive jurisdiction of the state and federal courts serving Tulsa County, Oklahoma, U.S.A., and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing herein shall in any way prohibit or limit Virtuoso from instituting an action in any court of competent jurisdiction to obtain injunctive relief or to protect or enforce its intellectual property rights.

Licensee agree to indemnify and hold harmless Virtuoso, and its parent, subsidiaries, affiliates, suppliers, account management service providers, distributors, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) Licensee’s use or misuse of the Software, Library or Site or any other Virtuoso services; (ii) Licensee’s use of virtualized components or emulating embedded hardware; (iii) Licensee’s violation of these Terms; (iv) Licensee’s violation of the rights of any other person or entity, including claims that any of Licensee’s submissions infringes or violates any third party intellectual property rights; and (v) Licensee’s breach of the representations, warranties, and covenants herein. Virtuoso reserves the right, at Licensee’s expense, to assume the exclusive defense and control of any matter for which Licensee is required to indemnify Virtuoso and Licensee agrees to cooperate with Virtuoso’s defense of such claims. Licensee agrees not to settle any matter without the prior written consent of Virtuoso. Each party will use reasonable efforts to notify the other of any such claim, action or proceeding upon becoming aware of it.

Licensee acknowledges that there are risks inherent in the use of the Software, Library, Site, Documentation, any associated hardware and internet connectivity that may result in interruptions or errors, loss of privacy, confidentiality, information or property, as well as other losses, damages or adverse occurrences, regardless of the measures taken to avoid such occurrences. Further, Licensee acknowledges that virtual applications or components developed or tested utilizing the Software, Library or Site are not guaranteed or warranted to operate in the same manner as when run on a different platform.

The Software, Library, Site, Documentation, and any other materials, services, or support provided to Licensee by Virtuoso pursuant to this Agreement are provided on an “as-is” basis and with all faults or errors. Virtuoso disclaims all warranties of any type or kind, whether express or implied. Licensee acknowledges that occasional internet connection may be required for license verification, and that occasional maintenance-related or unforeseen outages of license verification may occur.

VIRTUOSO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT PURSUANT TO THE UNIFORM COMMERCIAL CODE AND ANY OTHER APPLICABLE LAW.

In no event will Virtuoso be liable for any losses or damages incurred by Licensee, whether direct, indirect, incidental, special, exemplary or consequential, including lost or anticipated profits, savings, interruption to business, loss of business opportunities, loss of business information, the cost of recovering such lost information, the cost of substitute intellectual property or any other pecuniary loss arising from the use of, or the inability to use, the Software, Library or Site regardless of whether Licensee has advised Virtuoso of the possibility of such damages. Virtuoso’s aggregate liability in respect of any and all claims will be limited to the license fees paid by Licensee to Virtuoso pursuant to this Agreement. The foregoing limitations apply regardless of the cause or circumstances giving rise to such loss, damage or liability, even if such loss, damage or liability is based on negligence or other torts or breach of contract, including fundamental breach or breach of a fundamental term.

Virtuoso shall not be responsible for any delays, failures or outages arising out of causes beyond its reasonable control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, earthquakes, electrical outages, computer or communications failures, severe weather, and acts or omissions of subcontractors or third parties.

If, after the date hereof, any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable. In lieu thereof, there shall be added a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.