
                          End-User LICENSE Agreement
                              iDigi Connector
                              
This End-User License Agreement ("Agreement") is a legal agreement between 
You (either an individual or a single entity) and Digi International, Inc. 
("Digi") for the use of the iDigi Connector.  By downloading or otherwise 
using the Connector, You are consenting to be bound by and are becoming a 
party to this Agreement.
 
1.  Definitions
  1.1.  "iDigi" shall mean the iDigi Device Cloud.
  1.2.  "Connector" shall mean the iDigi Connector, which is a software 
        development package that facilitates the development of Device 
        Integration.  The Connector includes documentation file(s) and 
        Sample Files.
  1.3.  "Device Integration" shall mean functionality that enables a device 
        to communicate with iDigi through an authorized iDigi account.
  1.4.  "Programming Guide" shall mean the user guide, included in the 
        Connector, that describes the programming interface to iDigi.
  1.5.  "Sample Files" shall mean source code and associated files that are 
        provided by Digi to demonstrate methods for enabling Device 
        Integration.
  1.6.  "You" shall mean the end user of the Connector.
  1.7.  "Derivative Work" shall mean code that is developed or released by 
        You to enable Device Integration and that includes some or all of 
        the code contained in the Sample Files.
 
2.  License to use
  2.1.  Rights to use the Connector are licensed and not sold.
  2.2.  Programming Guide License: Digi grants You a world-wide, limited, 
        revocable license to (i) make a reasonable number of copies for Your 
        use and (ii) to use the Programming Guide as a reference.
  2.3.  Sample Files License: Digi grants You a world-wide, limited, 
        revocable license to:
    2.3.1.  Make copies of the Sample Files for Your use;
    2.3.2.  Compile the Sample Files;
    2.3.3.  Make Derivative Works using code from the Sample Files;
    2.3.4.  Make commercial use of the all or part of the code in the Sample 
            Files as part of a Derivative Work.
  2.4.  Regarding the licenses granted in this section, the Connector may 
        only be used to enable Device Integration.
  2.5.  This Agreement does not grant rights to access iDigi or the services 
        it provides; those rights must be granted by a separate written 
        agreement.
  2.6.  The Connector is a "Commercial Item", as that term is defined at 48 
        C.F.R. 2.101, consisting of "Commercial Computer Software" and 
        "Commercial Computer Software Documentation."  If the end user is 
        part of the US Government, the Commercial Computer Software and 
        Commercial Computer Software Documentation are being licensed (i) 
        only as Commercial Items and (ii) with only those rights as are 
        granted to all other end users pursuant to the terms and conditions 
        herein.
 
3.  Ownership Rights
  3.1.  All title to and copyrights in and to the Connector are owned by 
        Digi, subject to the terms of this Agreement.
  3.2.  Digi retains all rights in its trademarks and service marks.  You 
        may not use Digi trademarks or service marks, without the express, 
        written permission of Digi.  iDigi Connector is a Digi trademark.
  3.3.  You retain all rights in Your Derivative Works, subject to the terms 
        of this Agreement.  By creating Derivative Works, You assume the 
        responsibility and risk associated with Your Derivative Works.
 
4.  LEGAL COMPLIANCE
  4.1.  You may not transmit, allow the transmission or otherwise export the 
        Connector from the United States in violation of any restrictions, 
        laws or regulations of the United States Department of Commerce, the 
        United States Department of Treasury Office of Foreign Assets 
        Control, or any other United States or foreign agency or authority.
  4.2.  You represent and warrant that You are not a person to whom Digi is 
        legally prohibited from providing the Connector and/or are not on 
        any governmental list of restricted person or entities, including 
        (i) the Commerce Department's Entity List, Denied Persons List, and 
        Unverified List; (ii) Treasury Department Specially Designated 
        Nationals & Blocked Persons List; and (iii) State Department 
        Debarred Parties List.
  4.3.  You may not use the Connector to develop device functionality that 
        You know or have reason to know is intended to be used in:
          (a)  Designing, developing or fabricating nuclear weapons or 
               nuclear explosive devices; or devising, carrying out or 
               evaluating nuclear tests or nuclear explosions.
          (b)  Designing, assisting in the design of, constructing, 
               fabricating, or operating facilities for the chemical 
               processing of irradiated special nuclear material, production 
               of heavy water, separation of isotopes of any source and 
               special nuclear material, or the fabrication of nuclear 
               reactor fuel containing plutonium.
          (c)  Designing, assisting in the design of, constructing, 
               fabricating, furnishing or modifying equipment for the 
               fabrication of chemical or biological weapons, chemical 
               precursors, viruses, viroid, bacteria, fungi or protozoa.
          (d)  Designing, assisting in the design, construction, fabrication 
               or furnishing equipment for components specially designed, 
               modified, or adapted for use in such facilities.
  4.4.  You may not provide access to the Connector to any person or entity 
        that would be prohibited from using the Connector under sections 4.1, 
        4.2 or 4.3.
 
5.  Warranties

DIGI INTERNATIONAL, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES FOR THE 
CONNECTOR.  DIGI INTERNATIONAL INC. DOES NOT WARRANT THAT THE CONNECTOR IS 
ERROR FREE OR WILL WORK AS INTENDED.  THE CONNECTOR, ANY RELATED 
DOCUMENTATION AND THE SAMPLE FILES ARE PROVIDED "AS IS" WITH ALL FAULTS, 
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT 
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  YOU ACKNOWLEDGE THAT YOU ASSUME 
ANY RISK ASSOCIATED WITH YOUR USE OF THE CONNECTOR..
 
6.  Liability

IN NO EVENT SHALL DIGI INTERNATIONAL INC. OR ITS SUPPLIERS BE LIABLE FOR ANY 
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF 
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR 
ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE 
CONNECTOR, EVEN IF DIGI INTERNATIONAL INC. HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT 
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR 
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
 
DIGI SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY AND WARRANTIES, IMPLIED OR 
EXPRESS, FOR USES REQUIRING FAIL-SAFE PERFORMANCE IN WHICH FAILURE COULD 
LEAD TO DEATH, SERIOUS PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL 
DAMAGE SUCH AS, BUT NOT LIMITED TO, LIFE SUPPORT OR MEDICAL DEVICES OR 
NUCLEAR APPLICATIONS.  THE CONNECTOR ARE NOT DESIGNED FOR AND SHOULD NOT BE 
USED IN ANY OF THESE OR OTHER FAIL-SAFE APPLICATIONS
 
7.  INDEMNITY

You agree to indemnify and hold harmless Digi, its officers, directors, 
representatives, employees and agents against any damages, losses, 
liabilities, settlements and expenses (including, without limitation, costs 
and attorneys fees) in connection with a claim or action against Digi that 
arises from or is based on an alleged violation of this Agreement by You or 
otherwise from Your use of the Connector.

8.  TERMINATION

Your license to use the Connector is terminated if You are in breach of a 
substantive provision of this agreement.
 
9.  Miscellaneous

This Agreement is governed by the laws of the State of Minnesota, without 
regard for its conflict of laws provisions.  Any action or proceeding 
arising out of or related to this Agreement may only be brought in the state 
or federal courts in Minnesota and exclusive venue shall be in the Court 
having jurisdiction in Hennepin County, MN.  Each party hereby consents to 
the exclusive jurisdiction of such courts with respect thereto.
