Nagravision Sàrl doing business as Kudelski IoT (“we”, “us” or “Kudelski IoT”) provides this keySTREAM onboarding portal and access to the keySTREAM platform (the “Site”) in order for businesses to evaluate Kudelski IoT’s keySTREAM platform. keySTREAM is a device-to-cloud solution that secures all the key assets of your IoT ecosystem so that you can manage devices and data throughout their entire life cycle.

By accessing, browsing, or using the Site, you acknowledge that you have read, understood and agreed to be bound by the following terms of use (the “Terms”).

Please review these Terms carefully. If you do not agree to these Terms, you should not use the Site or the keySTREAM platform, obtain information from or otherwise use this Site.

These Terms govern the relationship between you (either as an individual person or a legal entity, “you”) and Kudelski IoT. There may be additional terms and conditions applicable to certain parts or features of the Site, including but not limited to accessing any files or documentation, which additional terms and conditions are incorporated herein by reference. If there is a conflict between these Terms and the terms applicable for a certain part or feature of the Site, the latter terms shall govern your use of that part or feature of the Site. We reserve the right to amend these Terms from time to time without specific notice to you. The latest Terms will be posted on the Site and you should review the Terms prior to accessing and using the Site or downloading any files from the Site. Your continued use of the Site shall be deemed to conclusively indicate your acceptance of these Terms.

In order to access the keySTREAM platform for evaluation purposes, you must firstly create an account by completing the sign up form. In registering, you agree to: (1) provide true, accurate, current and complete information on the Site's registration form (collectively, the "Registration Data") and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, we have reasonable grounds to suspect that your information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and prohibit any and all current or future access and use of this Site (or any portion thereof) by you other than as expressly provided herein. You acknowledge and agree that we have the right to deny membership to the Site to any applicant in our sole discretion.

Each user will enter a password and username and receive account designations (“Log-in Credentials”) upon completing certain Site registration processes such as name, company name and e-mail address. You are wholly responsible for maintaining the confidentiality of your Log-In Credentials and wholly liable for all activities occurring thereunder. Nagra cannot and will not be liable for any loss or damage arising from your failure to comply with these rules of registration, including but not limited to any loss or damage arising from any failure to: (1) immediately notify Nagra of any unauthorized use of your password or account or any other breach of security; and (2) ensure that you exit from your account at the end of each session. You are responsible for all uses of your keySTREAM account, whether or not actually or expressly authorized by you.

Upon registration as set out above, you will receive a link and will use your Log-in Credentials to connect to our keySTREAM platform where you will be able to register up to 20 Microchip test development kits and access documentation to assist your evaluation. You acknowledge and agree that access to the keySTREAM platform is for evaluation and testing only and under no circumstances should the test developments kits registered in the keySTREAM platform be used for production purposes.

Following your evaluation, should you wish to proceed with commercial deployment, you can review our pricing structure and discuss further requirements in detail with our sales representative.

All information, documents, communications, files, text, graphics, software and products available through or related to the Site, as well as their selection and arrangement (collectively, the “Materials”), are protected by copyright, trademark, patent, and/or other intellectual property laws and any unauthorized use of the Materials may violate such laws and these Terms. All title, ownership, rights, and intellectual property rights in and to the Materials shall remain with Kudelski IoT, its affiliates and suppliers.

The data and documentation that is made available to use from this Site is the copyrighted and/or patented work of Kudelski IoT, its affiliates, and/or its suppliers.

You may not misuse the Site or the Materials. For example, you are prohibited from:

Any such forbidden use shall immediately terminate your access.

You acknowledge that your use of the Site may give you access to certain Confidential Information of Kudelski IoT and its Aailiates. "Confidential Information" means any and all information and material (whether in writing, or in oral, graphic, electronic or any other form) that is marked or described as, identified in writing as, or provided under circumstances indicating it is, confidential or proprietary. Materials shall be deemed Confidential Information, provided that Confidential Information shall not include any information that was in the public domain at the time it was disclosed or has entered the public domain through no fault of you. You shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall disclose the Confidential Information only to your employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. In addition, you shall not use the Confidential Information for any purpose other than in the performance of these Terms. You shall take the same degree of care that you use to protect your confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. This obligation as to confidentiality shall survive any termination of these Terms for a period of ten (10) years. Further, this obligation as to confidentiality is not intended to (and does not) supersede any obligations assumed by you (whether now or in the future) under a separately signed nondisclosure or confidentiality agreement with Kudelski IoT or an affiliate of Kudelski IoT.

"Kudelski Marks" means all names, marks, brands, logos, designs, trade dress and other designations Kudelski IoT and its affiliates use in connection with their products or services. You may not remove or alter any Kudelski Marks, nor may you use the Kudelski Marks in any manner that is inconsistent with Kudelski’s ownership of such Marks. You acknowledge Kudelski’s rights in the Kudelski Marks and agree that any and all use of Kudelski Marks by you shall inure to the sole benefit of Kudelski. You agree not to incorporate any Kudelski Marks into any other trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations without Kudelski IoT’s permission.

We reserve the right in our sole discretion to edit or delete any Materials appearing on the Site at any time and without any prior notice to you.

You agree to indemnify, defend and hold Kudelski IoT, its Affiliates and its and their officers, directors, agents, and employees harmless from and against any liability, loss, claim or expense, including reasonable attorneys' fees, arising out of or related to your (i) breach of these Terms, (ii) use of this Site, (iii) use of any Materials, and/or (iv) violation of any applicable law or regulation including, but not limited to, export and import control and privacy laws and regulations.

UNLESS EXPRESSLY AGREED OTHERWISE IN WRITING BY KUDELSKI IOT, THE SITE AND THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. KUDELSKI IOT HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE, AND THE SITE ITSELF, MAY CONTAIN BUGS, ERRORS, TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS, PROBLEMS OR OTHER LIMITATIONS. KUDELSKI IOT AND ITS AFFILIATES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY MATERIALS AVAILABLE FROM OR THOUGH THE SITE, OR THE SITE ITSELF.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL KUDELSKI IOT AND ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL KUDELSKI IOT AND ITS AFFILIATES’ TOTAL LIABILITY TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000). THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE, AND THE SITE ITSELF, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

You are not required to provide Kudelski IoT or its Affiliates with any ideas, comments, suggestions or other feedback regarding the Site or any Materials (“Feedback”). However, if you provide Kudelski IoT and/or its Affiliates any Feedback, you agree that it is done so voluntarily. You also hereby grant Kudelski IoT and its Affiliates a fully paid-up, perpetual, irrevocable, royalty-free, worldwide, sub-licensable and transferrable license to use your Feedback for any purpose including the purposes of developing and improving Kudelski IoT’s and its Affiliates’ products, services and marketing and to reproduce, publicly display, distribute, modify and perform the Feedback.

Kudelski IoT may make available on the Site access to or information about third party products, services and other materials either on the Site or through third party web sites accessible from the Site. Kudelski IoT does not operate, control, or endorse in any way any such third party information, products, services or other materials ("Third Party Materials") accessible through the Site. Kudelski IoT is not responsible for examining or evaluating, and Kudelski IoT does not warrant in any way, such Third Party Materials, and you agree that Kudelski IoT shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Materials. Such Third Party Materials may include access to Kudelski IoT data and use of such Third Party Materials and Kudelski IoT data shall be subject to applicable terms and conditions provided by such third parties.

By registering on the Site, you understand and agree that certain personal information (such as name, email address, name and address of employer, telephone number, username, password) are collected by Kudelski IoT c/o Nagravision Sàrl, 22- 24 route de Genève, Cheseaux, CH-1033, Switzerland. You must review and agree to the Kudelski IoT Privacy Notice (“Privacy Notice”). For information about privacy matters, you may refer to the Privacy Notice and/or contact us by email at privacy@nagra.com.

Kudelski IoT may change, suspend or discontinue all or any aspect of the Site, including its availability, at any time and may suspend or terminate your use of the Site at any time. Upon any termination of these Terms, (i) all license rights granted herein shall terminate and your right to use the Site and Materials shall immediately cease; (ii) you shall destroy all Materials or Third Party Materials obtained from or through the Site and copies thereof; and (iii) upon the request of Kudelski IoT after the termination of these Terms, you shall certify to Kudelski IoT in writing within ten (10) days of such request, that you have destroyed or returned all Materials and all copies thereof.

Kudelski IoT may terminate access to the Site without notice and, on such termination, Kudelski IoT shall not be liable to you or any third party for termination of your account hereunder.

All notices required or permitted under these Terms shall be delivered by hand or nationally recognized overnight courier (a) to Nagravision Sàrl, Attention: Legal Department, 22-24 Route de Genève, Cheseaux, CH-1033, Switzerland, or (b) to you at such address that you provide in the registration process. All such notices and other written communications shall be effective (1) if sent by overnight courier, two business days after mailing, and (2) if sent otherwise, upon delivery as evidenced by proof of receipt.

Nothing in these Terms shall prevent either party from seeking appropriate equitable relief, in addition to whatever remedies it may have at law, for any and all of other party's breaches of its obligations under these Terms.

These Terms shall be interpreted, construed and enforced in accordance with the laws of Switzerland without regard to its conflict of law provisions, and the Parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Any dispute in relation to or arising out of these Terms, including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be three. The seat of the arbitration shall be Lausanne, Switzerland. The arbitral proceedings shall be conducted in English. The award shall be final and binding on the Parties and shall include the questions of legal fees, costs of arbitration and all matters related thereto.

Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.