SUN MICROSYSTEMS INC. SENSOR NETWORK AGREEMENT

IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS SET FORTH HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT, ADEQUACY AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED, THIS SUN MICROSYSTEMS, INC. SENSOR NETWORK AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT ENTERED INTO BY AND BETWEEN SUN MICROSYSTEMS, INC., A DELAWARE CORPORATION WITH ITS ADDRESS AT 4150 NETWORK CIRCLE, SANTA CLARA, CA 95054 ("SUN") AND YOU. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF A THIRD PARTY ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. THE TERM "YOU" IN THIS AGREEMENT MEANS YOU AND ANY THIRD PARTY ENTITY ON WHOSE BEHALF YOU AGREE TO THIS AGREEMENT. BY SIGNING THIS AGREEMENT, OR BY CLICKING "ACCEPT" OR BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT SIGN THIS AGREEMENT OR CLICK "ACCEPT" OR ACCESS OR USE THE SERVICE.

SUN MAY IN ITS SOLE DISCRETION MODIFY THIS AGREEMENT OR ANY OTHER TERMS ASSOCIATED WITH THE SERVICE. IF SUN DOES SO, SUN WILL NOTIFY YOU BY PLACING NOTICE FOR A REASONABLE PERIOD OF TIME AT THE PLACE WHERE YOU ACCESS THE SERVICE OR BY OTHER WRITTEN MEANS. YOU REPRESENT AND WARRANT THAT YOU WILL READ, UNDERSTAND AND AGREE TO THE THEN CURRENT MODIFIED AGREEMENT OR TERMS BEFORE ACCESSING OR USING THE SERVICE, AND THAT YOU WILL NOT ACCESS OR USE THE SERVICE IF YOU HAVE NOT READ, UNDERSTOOD OR AGREED TO THE THEN CURRENT MODIFIED AGREEMENT OR TERMS.

I. DEFINITIONS

"Service" means any portion of the software, hardware, applications, documentation, and other materials, functionality and services made available to You by Sun under this Agreement.

"Your Service" means the hardware, software, applications, documentation, and other materials, functionality and/or services that are made available by You and involve the use of the Service.

"Your End User" means any entity (other than Sun) who accesses Your Service.

"Permitted Use" means non-commercial research and evaluation of the Service.

"Personal Information" means any data or information (i) that identifies an individual person or (ii) from which identification or contact information of an individual person can be derived.

"Sun Software" means software solely created by Sun and not a derivative work, compilation, modification, improvement or work based upon any software to any extent conceived, reduced to practiced or created by any entity other than Sun.

II. LICENSE

Provided You are, and remain, in compliance with this Agreement, Sun grants You a limited, non-exclusive, non-transferable, royalty-free license to use the Service as bundled and made available to You by Sun under this Agreement for the purpose of providing Your Service to Your End Users who are, and remain, in compliance with this Agreement, all for the Permitted Use. To the extent the Service consists of software made available for download by Sun, the software, and any subsequent releases or versions, derivative works, compilations, supplements, error corrections, patches or other modifications, revisions or updates thereto or thereof (hereafter, collectively referred to in this section as "the software") are further subject to the terms of any licenses included in a "license", ?notice?, "thirdpartylicense", "readme" or similar file or file header or otherwise included with or accompanying this Agreement or the software ("Supplemental License Terms"), the terms of which that are required by law to prevail will prevail with respect to the software to which the Supplemental License Terms apply to the extent of any conflicts between the Supplemental License Terms and the terms of this Agreement.

III. RESTRICTIONS

Except to the extent as may be expressly stated in this Agreement (including, without limitation, the Supplemental License Terms) or prohibited by law, You will not modify, reverse engineer, translate, decompile, copy, create derivative works, compilations or adaptations of, disassemble, transfer, distribute, resell, or sublicense the Service, and You will prohibit Your End Users from doing so. You will not rent, resell, lease, encumber, infringe, or introduce software viruses, trojan horses, monitoring, tracking, mapping, infringing or misappropriating, or other disruptive, harmful or damaging code, materials or functionality or the like into, or otherwise disrupt, harm or damage, or circumvent or contravene any security, data, privacy or other technologies, restrictions or limitations associated with or on, the Service, and You will prohibit Your End Users from doing so. You will not use the Service or Your Service to effect the creation, introduction, storage, transmission, display or implementation of software viruses, trojan horses, "spam" e-mails or solicitations, or any other code or disruptive, harmful or damaging functionality (to any computer systems, networks, services, or otherwise), or of (or for) anything unlawful, harmful to minors or otherwise, threatening, abusive, damaging, harassing, tortuous, defamatory, disparaging, vulgar, misleading, fraudulent, offensive, pornographic, libellous, invasive of anyone's privacy or otherwise inappropriate or objectionable, and You will prohibit Your End Users from doing so. Sun will not implement any technologies or other measures for the security, privacy or other protection of any software, data, Personal Information or any other information; You will be solely responsible for any such technologies or other measures and ensuring compliance with all laws relating thereto (including, without limitation, the U.S. Health Insurance Portability and Accountability Act or Gramm-Leach-Bliley Act, and other laws). You will not enable any functionality or otherwise do or allow anything that would subject Sun to any such compliance obligations or any audit or other obligations owed to You or any third parties. You will not disclose to or share with anyone any user identifications, passwords or any other information provided by Sun for the purpose of allowing you to access or use the Service. You will immediately notify Sun of any unauthorized use of, or access to, the Service, user identifications, passwords, other information provided by Sun for the purpose of allowing you to access or use the Service, or and of any other breach or attempted breach of which You become aware. You will not use the Service to misappropriate or infringe any intellectual property rights. You will comply with all Supplemental License terms and all other licenses and terms associated with all software and all third party products or services which You or Your End Users access or use, and You will require Your End Users to do so. You will secure all permissions necessary for the use of all data and information collected, introduced, stored, transmitted, displayed, processed or otherwise used by You or Your End Users. You will supply all information and authentication legally requested by Sun in order to access or use the Service, and You will maintain the information current, accurate and complete, and You will conform to the information You supply to Sun to the extent such information does not conflict with the terms of this Agreement. You will only access and use the Service in the geographic territory authorized by Sun. You agree that the only privacy policy applicable to Sun is posted at www.sun.com/privacy, and You will require Your End Users to agree that such privacy policy is the only privacy policy applicable to Sun. You agree that as between Sun and You, You are solely responsible and liable for all content and other materials collected, introduced, stored, transmitted, displayed, processed or otherwise used by You or Your End Users. Sun may, at any time, validate that use by You or Your End User is in compliance with this Agreement. You grant Sun all permissions necessary to grant the limited license stated above and provide the Service and transfer any content and information by and among its affiliates and otherwise carry out all the terms of this Agreement, and represent and warrant that you have the authority to grant such permissions, and will require Your End Users to do so. You agree that Sun is not obligated to provide any fixes, corrections, updates or any other support. You will not use (except as expressly permitted in this Agreement) or disclose to anyone else, except to the extent compelled by law (and only then after written notice to Sun), Sun Confidential Information, and will employ reasonable measures to prevent such use or disclosure. "Sun Confidential Information" is information obtained from Sun identified as confidential or proprietary that has not either been published to the general public by Sun or been independently developed by You without use of or reference to Sun Confidential Information. You will require Your End Users to be bound by legally enforceable terms imposing on them restrictions and obligations no less stringent than those imposed on You under this Agreement.

IV. OWNERSHIP

Nothing in this Agreement grants or transfers any right, title or interest in or to any trade secrets, copyrights, patents, trademarks or other intellectual property or any other property, except as expressly stated in this Agreement. To the extent You provide Sun with test results, observed errors, suggested mprovements and other information relating to the features, functions and other aspects of the Service ("Feedback"), You grant Sun a non-exclusive, paid-up, royalty-free, irrevocable, perpetual, worldwide unrestricted license to use and otherwise exploit in any way and for any purpose Feedback under all intellectual property rights therein without any duty of accounting or other duty. You will not provide Sun with any Feedback in which You do not have rights sufficient to make the license grant under this section.

V. TERMINATION

Sun in its sole discretion and at any time may filter, screen or remove any materials and may, with or without cause, notice, liability or obligation, modify or terminate the Service, except that you may continue your use of software downloaded hereunder to the extent Supplemental License Terms so state and you remain in compliance with this Agreement. You may discontinue access to or use of the Service at any time.

VI. DISCLAIMER OF WARRANTY

THE SERVICE IS EXPERIMENTAL, MAY BE DEFECTIVE, DEFICIENT, INTERRUPTED OR INNACURATE, MAY CONTAIN ERRORS, BUGS OR OTHER PROBLEMS, MAY NOT HAVE REGULATORY OR OTHER GOVERNMENT APPROVAL, AND IS PROVIDED "AS IS". YOU BEAR ALL RISKS ASSOCIATED WITH THE SERVICE. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED BY SUN TO THE EXTENT ALLOWED BY LAW.

VII. LIMITATION OF LIABILITY

IN NO EVENT WILL SUN OR ANY OF ITS AFFILIATES, CONTRACTORS, AGENTS OR LICENSORS, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR ATTORNEYS, (COLLECTIVELY, ?SUN? IN THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SALES, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR DATA OR OTHER LOSSES, ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, THE USE OR INABILITY TO USE SERVICES, OR UNAUTHORIZED ACCESS TO OR MODIFICATION OF YOUR DATA, INFORMATION OR OTHER CONTENT. IN NO EVENT WILL SUN'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE GREATER OF THE AMOUNT PAID TO SUN FOR THE sERVICES FROM WHICH THE LIABILITY AROSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE DATE UPON WHICH THE LIABILITY FIRST AROSE OR THE MINIMUM LIABILITY TO WHICH SUN CAN LIMIT ITS LIABILITY UNDER APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION APPLY (a) EXCEPT TO THE EXTENT PROHIBITED BY LAW, (b) WHETHER THE LIABILITY, LOSS, OR DAMAGE ARISES IN CONTRACT (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, (c) EVEN IF SUN KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LIABILITY, LOSSES OR DAMAGES, AND (d) EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS, BUT IN ANY SUCH INSTANCES SUN'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

VIII. INDEMNIFICATION

You indemnify, defend and hold Sun and all its affiliates, and all its and their respective directors, officers, employees, agents and applicable third parties (i.e., relevant advertisers, licensors, licensees, and third party software providers) (collectively, "Indemnified Person(s)") harmless from and against any and all claims, damages, liabilities, losses, demands and expenses (including without limitation reasonable legal fees, damage awards and settlement amounts) (collectively, "Claims") arising out of or related to a breach of this Agreement by You or Your End Users, any information, data, content or other materials introduced, stored, transmitted, displayed, or processed by You or Your End Users, or otherwise arising out of or relating to Your Service or the Service (except a third party claim based solely on a claim that Sun Software itself (and not any combination of Sun Software with any other materials) infringes or misappropriates the third party's patent, copyrights or trade secrets). The Indemnified Persons may in their sole discretion control the defense, at Your expense, of any Claim. You will cooperate with the Indemnified Person(s) in the defense of the Claim. In the event that the Indemnified Person(s) decides not to control the defense of any claim hereunder, any Indemnified Person may join in defense with counsel of its choice at its own expense. You will not settle or resolve any Claim in a manner that imposes any liability or obligation on the Indemnified Person(s) or affects any of the Indemnified Person(s) rights without the prior written approval of Sun.

IX. GENERAL

Nothing in this Agreement shall create or imply any agency, venture, partnership, representative or employment relationship between the parties, it being expressly understood that the parties are independent entities that are working together to explore mutually beneficial business objectives. This Agreement shall not be construed as authority for either party to act for the other party in any capacity, or to make commitments of any kind for the account of, or on behalf of, the other party. You acknowledge that anything made available or provided by Sun under this Agreement may be subject to U.S. export, trade and security laws; You agree to comply with, and will require Your End Users to comply with, all such laws as well as other applicable laws, and are responsible for obtaining any licenses required for export, re-export or import. You agree not to use or supply (directly or indirectly), and will prohibit Your End Users from using or supplying, anything made available or provided by Sun under this Agreement (i) for or to Cuba, Iran, Libya, North Korea, Syria, Sudan or any other U.S. embargoed or restricted countries or nationals or persons or (ii) for any nuclear, missile or chemical or biological weaponry uses. You represent that You and Your End Users are not prohibited by U.S. law or other applicable law from accessing, receiving or using the Service. This Agreement will be governed by and construed in the English language and by and in accordance with the laws of the United States of America and the State of California, without giving effect to conflict of law principles of any jurisdiction or to the United Nations Convention on Contracts for the International Sale of Goods (1980), which is specifically excluded in its entirety; and any proceeding arising out of this Agreement must be exclusively brought in the appropriate courts in Santa Clara County, California, and You submit to the exclusive jurisdiction of those courts and will require Your End Users to do the same. This Agreement will be interpreted in accordance with its terms and without regard to the manner of its negotiation or drafting. Section headings in this Agreement are for convenience of reference only, and are not to affect the interpretation of this Agreement. All written notices including by electronic mail or facsimile, required by this Agreement must be delivered in person or by means evidenced by a delivery receipt or acknowledgment and will be effective upon receipt. Neither You nor Your End Users may assign or transfer this Agreement or any rights granted under it. To the extent any provision of this Agreement is found by a court or other adjudicator of competent jurisdiction to be invalid or unenforceable, it will be amended to achieve as nearly as possible the effect of its original form, and the remaining provisions will remain in full force. The failure of Sun to exercise or enforce any right or provision will not constitute a waiver of the right or provision or create any expectation of non-enforcement. Your breach of this Agreement will be deemed to have caused Sun irreparable harm entitling it to injunctive relief. This Agreement is the entire agreement with regard to its subject matter, and replaces and supersedes any prior verbal or written understandings, communications, and representations with regard to its subject matter. Furthermore, no party has relied on any communications or representations made prior to entering this Agreement. No purchase order or other document that purports to modify or supplement this Agreement will add to or vary the terms of this Agreement. All proposed variations or additions are objected to and deemed material unless otherwise agreed to in a subsequent writing executed by the parties.