SOCKET MOBILE INC.'S
SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT
Please scroll down and read the following Socket Mobile's Software Development
Kit License Agreement ('Agreement') carefully.  By clicking the 'agree/accept'
button or by attempting to access, download, or use Socket Mobile Software, You
agree that this Agreement forms a legally binding agreement between You ('You'
or "Your') and Socket Mobile Inc. ('Socket Mobile').  If You are trying to
access or download Socket Mobile Software on behalf of Your employer or as a
consultant or agent of a third party (either ('Your Company')), You represent
and warrant that You have the authority to act on behalf of and bind Your
Company to the terms of this Agreement and everywhere in this Agreement that
refers to 'You' or 'Your' shall also include Your Company.  If You do not agree
to these terms, please click 'disagree/decline' and do not attempt to access,
download or use Socket Mobile Software.

1.	DEFINITIONS.

'Application(s)' mean(s) current and future software and related documentation
that You develop that incorporate the use of Socket Mobile Data Capture Devices
and any built-in cameras by Using all or portions of Redistributables.
Application(s) may include but are not limited to code, models, applications,
configurations, data, or other electronic material.   Application(s) may not
include any file in source code form that was provided by or derived from Socket
Mobile Software.  In particular, Sample Code, or Sample Code that You have
modified or altered, may be in Your Application in object code form.

'Confidential Information' for the purposes of this Agreement shall mean all
information which You and Socket Mobile protect against unrestricted disclosure
to others, including information which: (i) is expressly designated in this
Agreement as 'Confidential'; (ii) if in written or other tangible form, or if
stored or maintained in a permanent or printed record in whatever form, is
designated as 'Confidential'; (iii) if disclosed orally, is designated to be
'Confidential' immediately prior to or no later than thirty (30) days following
such oral disclosure, or (iv) under the circumstances surrounding disclosure,
ought to be treated as confidential. 'Confidential Information' shall not
include any information that, without restrictions of confidentiality or any
breach thereof:  (i) was known to the receiving party prior to the disclosure by
the disclosing party; (ii) is or becomes publicly known without the fault of the
receiving party; (iii) is obtained by the receiving party from a third party; or
(iv) is developed independently by the receiving party without reference to any
other Confidential Information.  Socket Mobile Software is Confidential
Information.
'Documentation' means explanatory materials or user manuals describing the use,
installation, and operation of Socket Mobile Software, in printed or electronic
form, supplied with or for Socket Mobile Software or made available online on
Socket Mobile's public web pages related to Socket Mobile Software.

'License Content' means the content of the license agreement between You and
Your end users of Your Application(s) that contain any portion of Socket Mobile
Software.  The License Content shall have provisions that are at least as
protective of Socket Mobile's rights in Socket Mobile Software as this
Agreement.
Your License Content shall provide but is not limited to the following: (i) a
limited nonexclusive right to install, run, and execute Your Application(s) with
no further right to reproduce (except for archival and/or backup copies
permitted by law); (ii)  limited nonexclusive right to install run, execute all
or part of Redistributables only as a component of Your Application(s) and only
for use with Socket Mobile's Data Capture Devices; (iii) prohibition against
distributing, selling, sublicensing, renting, loaning or leasing Your
Application(s) or any portion of the Redistributables; (iv) prohibition against
reverse engineering, decompiling, disassembling or otherwise attempting to
discover the source code of Your Application(s), including Socket Mobile
Software; (v) a statement that You and Your suppliers retain all right, title,
ownership, and interest in Your Application(s); and (vi) a statement that Your
Suppliers disclaim all warranties, conditions, representations or terms with
respect to liability substantially similar to the 'Warranty and Disclaimer'
provisions in this Agreement; (vii) a copyright notice reflecting the ownership
of proprietary rights in Your Application(s), (viii) a statement that You shall
be solely responsible to Your End Users for any update, support obligation, or
other liability which may arise from Your distribution of Your Application(s);
and (ix) a covenant not to sue Your suppliers.   Your License Content shall not
make any statements that Your Application(s) are guaranteed by Socket Mobile.

 'Redistributables' means (i) files, including but not limited to libraries,
 software content and components, that Socket Mobile Inc. has made available to
 You to access, download and Use under this Agreement excluding header files,
 Sample Code in source code form, and Documentation; (ii) all or portions of the
 Sample Code, modified or otherwise changed or altered, that You have compiled
 or converted into object code form, and (iii) modifications or alterations to
 the Sample Code that You made and that You have converted or compiled into
 object code form, if any.  All software files in Redistributables shall be in
 object code form.

'Sample Code' means sample software in source code format designated in the
Documentation as 'Sample Code'

'Socket Mobile' means Socket Mobile, Inc., a Delaware corporation with offices
at 39700 Eureka Drive, Newark, CA 94560, which is a manufacturer, producer, and
provider of electronic equipment, including Socket Mobile's Data Capture
Devices, and related software.

'Socket Mobile Software' means software, libraries, tools, utilities, sample
code, Documentation, fonts and other materials for the Software Development Kit
that Socket Mobile has created to enable the development of applications by
developers for use with Socket's Data Capture Devices and cameras. Socket Mobile
Software files that Socket Mobile Inc. has made available to You to access,
download and Use under this Agreement. Socket Mobile Software shall consist of
header files, Sample Code (in source code form), Documentation, and
Redistributables.   Socket Mobile Software includes any Updates, during the term
of this Agreement.

'Socket Mobile Data Capture Devices' include any device or equipment that
collects, records, reads, captures, or stores electronic data including but not
limited to bar code scanners that are supplied, provided, produced,
manufactured, distributed, or sold by Socket Mobile, Inc.

'Updates' means any update, upgrade, future version, extension, correction,
enhancement, supplement, or modification of Socket Mobile Software.

'Use', 'Used' or 'Using' means to duplicate, use, merge, incorporate, test,
demonstrate, reproduce, duplicate, copy, integrate, embed, bundle, incorporate
into, compile, modify, alter, add to, merge, test, and/or evaluate, to create
derivative works or otherwise benefit from using Socket Mobile Software.

2.	Title, Ownership, and Copyright Protection.

Title to and ownership of any and all proprietary rights, including but not
limited to patents, copyrights, trademarks, trade secrets, and other
intellectual property in Socket Mobile Software shall remain with Socket Mobile.
Socket Mobile Software and any authorized copies that You make are the valuable
intellectual property and confidential information of Socket Mobile and are
protected by law, including without limitation, the trade secret and copyrights
laws of the State of California and the United States and other countries, and
by International treaty provisions.   You agree to protect Socket Mobile's
copyright and other ownership interests in all items in Socket Mobile Software,
including but not limited to protecting Socket Mobile Software from unauthorized
use, reproduction, distribution, or publication.

3.	License Grant.

3.1	Subject to the terms and conditions of this Agreement, Socket Mobile grants
You a worldwide, perpetual, non-transferable, and non-exclusive license for the
following:

(i) to access, install, download, and test Socket Mobile Software for use with
Socket Mobile Data Capture Devices and any built-in cameras;

(ii) to access, install, download, and Use Socket Mobile Software for the sole
purpose of internally developing Application(s) that incorporate(s) the use of
Socket Mobile Data Capture Devices and any built-in camera.  Any portion of
Socket Mobile Software that is Used by You shall be subjected to this Agreement;

(iii) to Use all or portions of the Redistributables as a component in Your
Application(s);

(iv) to distribute all or portions of Redistributables as a component of  Your
Application(s) to Your end users only for use with Socket Mobile Data Capture
Devices and any built-in cameras, provided that there is a valid end user
agreement between You and Your end users that is in compliance with  the terms
and conditions dictated by the License Content.;

(v) to install, run, and execute all or portions of Redistributables as a
component of Your Application(s) only for use with Socket Mobile Data Capture
Devices and any built-in cameras;

3.3	Subject to the terms and conditions of this Agreement, Socket Mobile grants
Your end users a worldwide, perpetual, non-transferable, and non-exclusive
license to install, run, and execute the Redistributables as a component of Your
Application(s) only for use with Socket Mobile Data Capture Devices built-in
cameras, provided that there is a valid end user agreement between You and Your
end user that is in compliance with the terms and conditions dictated by the
License Content.

4.	Restrictions.

4.1	Nothing in this Agreement shall in any way convey to You any ownership
rights or title to Socket Mobile Software.

4.2	Socket Mobile only grants those rights expressly set forth herein in this
Agreement. Socket Mobile reserves any and all rights that are not expressly
granted in this Agreement.  Socket Mobile reserves all rights that are not
specifically granted or published in this Agreement under the copyright laws and
other intellectual property laws of the United States. You do not have the right
to use Socket Mobile Software for any purpose not expressly stated in this
Agreement.

4.3	You may make a limited number of copies of Socket Mobile Software to be used
by Your employees or consultants for internal development of Your Application(s)
on an as needed basis.  Such employees and consultants shall be subjected to
this Agreement.  You may not make copies of all or portions of Socket Mobile
Software for general business purposes or for distribution unless expressly
authorized in this Agreement.

4.4	Unless otherwise expressly stated in the description of Socket Mobile
Software, all software that is in Socket Mobile Software are in object code.
All software in Redistributables shall be in object code form.  Unless otherwise
expressly stated in the description of Socket Mobile Software, all software in
source code including but are not limited to source code for the libraries, are
not part of Socket Mobile Software.

4.5	Socket Mobile shall have the sole discretion to determine the number and all
aspects and nature of Sample Code that Socket Mobile chooses to provide.

4.6	Firmware that is included in Socket Mobile Data Capture Devices is not part
of Socket Mobile Software.

4.7	All components of Redistributables shall be in object code form.

4.8	You expressly agree that any modifications, alterations, or extensions of
Socket Mobile Software, including the Sample Code, shall become part of the
Socket Mobile Software.  Except for rights expressly granted in this Agreement,
You will not grant, either expressly or by implication, any rights, title,
interest or licenses of the modifications or extensions of Socket Mobile
Software to any third party.

4.9	You may not Use any portion of Socket Mobile Software to develop
applications for use with any other data capture devices other than Socket
Mobile Data Capture devices and built-in cameras.

4.10	Except for the limited distribution rights expressly stated in this
Agreement relating to Redistributables, You and Your end users may not provide,
distribute, convey, transfer, sell, sublicense, rent, loan, lease, or otherwise
convey Socket Mobile Software and/or any portion thereof to any third party.
You and end users may not provide, distribute, convey, transfer, sell,
sublicense, rent, loan, lease, or otherwise convey Socket Mobile Software and/or
any portion thereof as an independent product

4.11	Except otherwise expressly permitted in this Agreement, You and Your end
users may not reverse engineer, modify, disassemble, decompile, decrypt or
attempt to derive the source code of Socket Mobile Software or any portion or
component thereof.

4.12	 You and Your end users may not provide any third party with access to
Socket Mobile Software to which such third party is not licensed or otherwise
entitled as expressly stated in this Agreement.

4.13	You must be a member of good standing of Socket Mobile Developer Program
and agree to the terms and conditions of this Agreement in order to access,
install, or download Socket Mobile Software.  Your right to access, install and
download Socket Mobile Software shall terminate one (1) year after Your
execution of this Agreement. If you are a member of good standing of the Socket
Mobile Developer Program after Your rights to access, install and download has
expired, You may renew your right to access, install, and download Socket Mobile
Software by again executing this Agreement in the event that this Agreement has
not been amended or modified by Socket Mobile, or by executing a modified or
amended form of this Agreement.

4.14	Under this Agreement, Socket Mobile is under no obligation to You, Your
end users or any other party to correct any mistakes or errors, offer any
support or maintenance service, produce or create any Updates for Socket Mobile
Software and/or any component thereof.  Socket Mobile has the discretion to
create Updates to Socket Mobile Software at any time without notice.  Any
Updates that Socket Mobile creates become part of the Socket Mobile Software and
are subject to the terms and conditions of this Agreement.  You must be a member
of good standing of Socket Mobile Developer Program to receive Updates and
maintain program benefits.

4.15	You agree that you will not use Socket Mobile Software to develop
Application(s) that contains any viruses, Trojan horses, worms, time bombs,
cancelbots or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or personal information or that are in violation of applicable
criminal law.

4.16	You agree that you will not use Socket Mobile Software to develop
Application(s) which when used in the manner in which it is intended, violates
any material law, statute, ordinance or regulation, including without limitation
the laws and regulations governing export control, unfair competition,
antidiscrimination, or false advertising.

5. Confidentiality.

Unless otherwise required by law, You agree not to disseminate or in any way
disclose Confidential Information provided by Socket Mobile.  In the event that
You are provided or granted access to Confidential Information in connection
with this Agreement, You shall use such Confidential Information only for the
purpose of exercising Your rights or performing Your obligations under this
Agreement.

Socket Mobile Software, including its structure, organization and code, Socket
Mobile's programming techniques and concepts, processing methods, designs,
inventions, flow charts, documentation, product specifications, and application
programming interface specifications that relate to Socket Mobile Software and
Socket Mobile Data Capture Devices, and any access credentials used to access
Socket Mobile's systems, including but not limit to password or account
information are Confidential Information, regardless whether they are labelled
as 'Confidential' when provided.

You agree to maintain Confidential Information in confidence using the same
degree of care as You would take to safeguard Your own proprietary information
of the same general nature, but in no event shall You use less than a reasonable
degree of care.

Confidential Information may be provided to third parties that are not party to
this Agreement only upon prior written consent of Socket Mobile, except as
required by law or to Your employees, agents, accountants or attorneys with a
need to know.   These third parties must be subject to a written non-disclosure
obligation consistent with the obligation set forth in this Agreement.

6. Term.

 This term of this Agreement perpetual.

Your rights granted to You under this Agreement shall terminate automatically
without notice from Socket Mobile if You fail to comply with any of the terms of
this Agreement or if any of Your warrants, representations, and certifications
under this Agreement is untrue, inaccurate, incorrect, or incomplete.

In the event that Socket Mobile's grant of license to You under this Agreement
is terminated, You shall destroy all copies of Socket Mobile Software.   Upon
termination of Your rights, other than Section 3 and 4 of this Agreement, all
other provisions of this Agreement survive the termination of Socket Mobile's
grant to You under Section 3 of this Agreement.  Socket Mobile shall not be
liable for compensation, indemnity, or damages of any sort as a result of
termination its grant of license to You under Sections 3 and 4 of this
Agreement.  Termination of Socket Mobile's grant of license to You shall be
without prejudice to any other right or remedy Socket Mobile may have at any
time under this Agreement.

Upon termination of Socket Mobile's grant of license to You, You agree to
immediately destroy and delete from all your computers, servers, and storage
devices in your control or possession all Socket Mobile Confidential
Information, including but not limited to Socket Mobile Software, in your
control of possession.

7. Modification.

Socket Mobile may from time to time update, modify, or amend this Agreement.
You will not be subjected to the terms and conditions any updated, modified, or
amended Agreement unless and until you agree to accept and execute the new
amended Agreement by clicking (Agree/Accept) electronically when requested to do
so by Socket Mobile on their website.  The absence of Your acceptance to a
modified, amended or updated Agreement will limit Your ability to access and
download future Updates.  This Agreement may also be modified in writing duly
executed by You and Socket Mobile.


8. Government End Users.

Socket Mobile Software are "Commercial Items", as that term is defined at 48
C.F.R. 2.101, comprising of "Commercial Computer Software" and "Commercial
Computer Software Documentation", as such terms are defined  in 48 C.F.R. 12.212
or 48 C.F.R. 227.7202, as applicable.  Consistent with 48 C.F.R12.212 or 48
C.F.R. 227.7202-1 through 227.7202-4, as applicable, any portion of Socket
Mobile Software that You licensed to U.S. Government end users as part of Your
Application(s) shall be licensed only as Commercial Items with only those rights
that are granted to all Your other end users pursuant to the terms and
conditions of this Agreement.

9. Export Controls.

You agree that Your access, download, and Use of Socket Mobile Software and
distribution of the Redistributables as part of Your Application(s) are subject
to governmental regulations, laws, orders or other restrictions on the export
and re-export of software and related information and documentation ('Export
Laws') of different countries, including but are not limited to the government
and regulatory agencies of the United States and the European Union.  You agree
that You will comply in all respect with the Export Laws which may be imposed by
the governments and regulatory agencies of the country where Socket Mobile is
downloaded by You.

You agree that You will not ship transport, export, or re-export Socket Mobile
Software or Your Application containing all or part of Redistributables except
as authorized by United States law and the laws of the jurisdiction in which
Socket Mobile Software was downloaded.  In particular, You agree that You will
not ship, transfer, export, or re-export Socket Mobile Software and Your
Application(s), either directly or indirectly, to (i) a national or resident of
countries that are subject to US export restrictions, which currently include
but are not limited to, Cuba, Iran, Iraq, North Korea, Sudan, and Syria (each an
'Embargoed Country'); (ii) any person or organization whom You know or have
reason to know will utilize them in the design, development , or production of
nuclear, chemical or biological weapons, or rocket systems, space launch
vehicles, and sounding rockets, or unmanned air vehicle systems (each, a
('Prohibited Use'), or (iii) any end user who has been prohibited from
participating in the United States export transactions by any federal agency of
the United States government, including but not limited to any person on the
U.S. Treasury Department's list of Specially Designated Nationals or the U.S.
Department of Commerce Denied Persons List or Entity List ('each, a 'Sanctioned
Party').  In addition, You are responsible for complying with any local laws of
the jurisdiction in which Socket Mobile Software was downloaded.

By Using Socket Mobile Software, You represent and warrant that you (i) are not
located within, under control of, a national, citizen, or resident of any

Embargoed Country, will not use Socket Mobile Software and Your Application for
a Prohibited Use; and (iii) are not a Sanctioned Party.

10. Warranty and Disclaimers.

UNLESS OTHERWISE DISALLOWED BY LAW, SOCKET MOBILE SOFTWARE IS PROVIDED 'AS IS',

WITH ALL FAULTS, WITHOUT TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS
WHATSOEVER, AND WITHOUT WARRANTY OF ANY KIND.  TO THE EXTENT PERMITTED BY
APPLICABLE LAW, SOCKET MOBILE HERBY DISCLAIMS ALL WARRANTIES, CONDITIONS,
REPRESENTATIONS, OR TERMS OF ANY KIND WITH RESPECT TO SOCKET MOBILE SOFTWARE OR
ANY COMPONENT THEREOF, EITHER EXPRESS, IMPLIED, OR STATUORY,  INCLUDING BUT NOT
LIMITED TO THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR
A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, NON-INTERFERENCE,  WHETHER IMPOSED BY LAW, CONTRACT, STATUTE, OR AS A
RESULT OF A COURSE OF DEALING, CUSTOM, USAGE, OR OTHERWISE..

SOCKET MOBILE DOES NOT WARRANT THAT SOCKET MOBILE SOFTWARE WILL MEET YOUR
REQUIREMENTS OR YOUR NEEDS; SOCKET MOBILE SOFTWARE IS OR WILL BE ERROR OR DEFECT
FREE, FREE OF VIRUSES, CONTAMINATION, OR DESTRUCTIVE FEATURES, ACCURATE, OR
COMPLETE; SOCKET MOBILE SOFTWARE WILL BE ACCESSIBLE PERMANENTLY OR
UNINTERRUPTED; USE OF SOCKET MOBILE SOFTWARE WILL NOT CAUSE DATA LOSS;  ANY OR
ALL ERRORS, DEFECTS, OR NONCONFORMITIES WILL BE CORRECTED; AND THE PERFORMANCE
OR RESULT YOU MAY OBTAIN USING SOCKET MOBILE SOFTWARE.  NO SUCH WARRANTY IS
IMPLIED FROM ANY DESCRIPTION OF SOCKET MOBILE SOFTWARE, ANY AVAILABLE
DOCUMENTATION, ANY ORAL OR WRITTEN COMMUNICATION, OR ANY OTHER COMMUNICATION OR
ADVERTISEMENT.

YOU EXPRESSLY AGREE THAT USE OF SOCKET MOBILE SOFTWARE IS AT YOUR SOLE RISK AND
THAT THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND
EFFORT OF SOCKET MOBILE SOFTWARE IS WITH YOU.

Socket Mobile is under no obligation to indemnify, hold harmless, and defend You
and Your successors, and assigns, and their directors, officers, employees,
independent contractors and agents from any and all claims, causes of actions,
lawsuits, proceedings, or any other actions, whether imposed by contract, law,
statute, as a result of a course of dealing, custom, usage, or otherwise for any
liabilities, damages, or losses ('Damages/Losses'). Damages/Loss shall mean any
liabilities, damages or losses that include but are not limited to direct,
indirect, incidental, special, consequential, or exemplary damages resulting
from loss of profits, savings, income, business opportunity, or goodwill, loss
of data, personal injury, property damage, environmental damage, expenses,
costs, attorneys' fees, court and other costs and expenses.

All warranty claims are subject to the limitation of liability provision herein
in this Agreement.

11. Limitations of Liability.

In the event of Socket Mobile's breach of this Agreement, Your sole remedy shall
be the termination of this Agreement.

NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SOCKET MOBILE SHALL NOT BE
LIABLE TO YOU, YOUR AFFILIATES, AND END USERS FOR ANY DAMAGES/LOSSES WHATSOEVER
ARISING OUT OF, IN CONNECTION WITH, RELATING TO, OR RESULTING FROM THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO SOCKET MOBILE SOFTWARE OR ANY PORTIONS
THEREOF, SOCKET MOBILE'S LICENSE GRANT OF SOCKET MOBILE SOFTWARE, YOUR EXERCISE
OF YOUR RIGHTS UNDER THIS AGREEMENT, AND YOUR APPLICATION(S).  THE FOREGOING
LIMITATIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW AND TO ANY AND ALL
DAMAGES/LOSSES,  HOWEVER CAUSED , WHETHER IMPOSED BY CONTRACT, LAW, STATUTE, OR
AS A RESULT OF A COURSE OF DEALING, CUSTOM, USEAGE OR OTHERWISE, REGARDLESS OF
THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST SOCKET  MOBILE,WHETHER UNDER A
THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY,
PROPRIETARY OR INTELLECTUAL RIGHTS, OR OTHERWISE, EVEN IF SOCKET MOBILE HAS BEEN
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOCKET MOBILE'S AGGREGATE
LIABILITY TO THE YOU UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF THE
AMOUNTS PAYABLE, OR ACTUALLY PAID, BY YOU TO SOCKET MOBILE UNDER THIS AGREEMENT.

12.	Indemnification.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, AND HOLD
HARMLESS, AND INDEMNIFY SOCKET MOBILE, ITS SUCCESSORS, AND ASSIGNS, AND THEIR
DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS AND AGENTS FOR AND
AGAINST ANY AND ALL DAMAGES/LOSSES ARISING FROM, IN CONNECTION WITH, RELATED TO,
OR AS A RESULT OF ANY AND ALL CLAIMS, CAUSES OF ACTIONS, LAWSUITS OR ANY OTHER
ACTIONS BY ANY THIRD PARTY, WHETHER IMPOSED BY CONTRACT, LAW, STATUTE, AS A
RESULT OF A COURSE OF DEALING, CUSTOM, USAGE, OR OTHERWISE THAT ALLEGES OR
CLAIMS THAT (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT; (II)
YOUR  BREACH OF ANY WARRANTY, COVENANT, OR REPRESENTATION MADE BY YOU IN THIS
AGREEMENT; (III) YOUR APPLICATION(S), INCLUDING BUT NOT LIMITED TO ANY DEFECTS
IN DESIGN, MATERIALS, OR WORKMANSHIP OF ANY KIND OF YOUR APPLICATION(S); (IV)
YOUR VIOLATION, INFRINGEMENT, OR INTERFERENCE OF PROPRIETARY RIGHTS OR OTHER
RIGHTS OR RELATIONS; OR (V) THE ACTIONS OF YOU, YOUR END USER, AGENT, SELLER OR
RESELLER IS A PROXIMATELY CAUSE OF SAID PARTY'S INJURY, DAMAGES, OR LOSSES.
THIRD PARTIES SHALL INCLUDE BUT ARE NOT LIMITED TO YOUR AFFILIATES,
DISTRIBUTORS, SELLERS, RESELLERS, AGENTS, AND END USERS.

SOCKET MOBILE SHALL MAKE A GOOD FAITH EFFORT TO PROMPTLY NOTIFY YOU OF ANY
CLAIMS, CAUSES OF ACTIONS, LAWSUITS OR ANY OTHER ACTIONS BY ANY THIRD PARTY FOR
WHICH INDEMNIFICATION IS SOUGHT, TENDER TO YOU THE DEFENSE OR SETTLEMENT OF SUCH
A CLAIM AT YOUR EXPENSE, AND COOPERATE WITH YOU, AT YOUR EXPENSE, IN DEFENDING
OR SETTLING SUCH CLAIM.  IN THE EVENT THAT SOCKET MOBILE FAILS TO PROVIDE PROMPT
NOTICE, YOU SHALL NOT BE RELIEVED OF YOUR OBLIGATIONS TO DEFEND, INDEMNIFY, AND
HOLD HARMLESS EXCEPT TO THE EXTENT THAT YOU ARE MATERIALLY PREJUDICED BY SUCH
FAILURE.

12. Governing Law and Consent to Venue and Personal Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of
the State of California and the United States without reference to the conflicts
of law principles. This Agreement shall not be governed by the United Nations
Convention of Contracts for the International Sale of Goods, the application of
which is hereby expressly excluded.

You and Socket Mobile agree and consent to submit to the personal jurisdiction
and exclusive venue in the federal courts of the United States and courts of the
State of California within the counties of Santa Clara, Alameda, or San
Francisco, California, United States of America for all claims, actions, or
lawsuits, or other proceedings arising pit of or relating to this Agreement.
Said courts include the United States District Court, Northern District of
California in San Jose, Oakland, and San Francisco and Superior Court of the
State of California in and for the Counties of Santa Clara, Alameda, and San
Francisco.  You agree to waive objections to personal jurisdiction and any venue
in any of the above-stated courts.

14.	Nonwaiver of Rights.  No failure or delay to take action under this
Agreement shall constitute a waiver of any kind, including a continuing of
subsequent waiver.

15. Entire Agreement.   Except for any agreement that You may have to be a
member of Socket Mobile Developer, Program, this Agreement, including any
amendment, or modifications shall represent the entire understanding between the
You and Socket Mobile hereto relating to the subject matter of this Agreement
and supersede any and all prior proposals or agreements, whether written or
oral, that may exist between You and Socket Mobile.

16. Severability.  If a court finds any provision of this Agreement invalid or
unenforceable, that provision  shall be limited or eliminated to the minimum
extent necessary such that this Agreement shall otherwise remain in full force
and effect and enforceable.

17. Relationship of Parties. This Agreement will not be construed as creating an
agency, partnership, joint venture, fiduciary duty, or any other form of legal
association between You and Socket Mobile.

18. Third Party Contractors.  You may deploy freelance workers and other
contractors in the development of Your Application(s) using Socket Mobile
Software provided the third party contractors are using Socket Mobile Software
exclusively for the Your benefit and provided that they are subject to a
written- non-disclosure and confidentiality agreement that would (i) prevent the
authorized disclosure of non-public information and Confidential Information and
(ii) limit the copying, duplication, usage, merging, incorporation, testing,
demonstration, and evaluation of Socket Mobile Software by the third party only
to the manner agreed upon in this Agreement.  You shall be responsible for
compliance by the third party contractors with the terms and conditions of this
Agreement.  You shall require the said third party contractors to discontinue
Use of Socket Mobile Software on completion of work for You.

19. Assignments.  Unless otherwise provided for in this Agreement, You shall not
transfer, assign or sublicense Your rights or obligations under this Agreement
to any third party, in whole or in part, without the prior written consent of
Socket Mobile.

20. Notices.  Any notices relating to this Agreement shall be in writing.
Notices will be deemed given by Socket Mobile when sent to You at the address or
email address that You provided to Socket Mobile as a member of Socket Mobile
Developer Program sign-up process.  Notice to Socket Mobile will be deemed given
(i) when delivered personally, (ii) three business days after having been sent
by commercial overnight carrier with written proof of delivery, and (iii) five
business days after having been sent by first class or certified mail, postage
prepaid to offices of Socket Mobile at address stated herein in this Agreement.
You consent to receive notices by email and agree that any such notices that
Socket Mobile sends You electronically will satisfy any legal communication
requirements, including the service of any summons or other legal document.
You may change your email or mailing address by giving Socket Mobile written
notice or by changing your email or mailing address electronically on the Socket
Mobile website as a member of the Socket Mobile Developer Program.

21. Miscellaneous Obligations and Certifications.

You certify to Socket Mobile and agree that:

      (i) You are of the legal age of majority in the jurisdiction in which You
      reside (at least 18 years of age in many countries) and have the right and
      authority to enter into this Agreement on Your own behalf, or if You are
      entering into this Agreement on behalf of Your company, organization,
      educational institution, or agency, instrumentality, or department of the
      a governmental entity, that You have the right and authority to legally
      bind such entity or organization to the terms and obligations of this
      Agreement;
      (ii) All information provided to Socket Mobile by You, including but not
      limited to Your Name, your email and mailing addresses will be current,
      true, accurate, supportable and complete;
      (iii) You will comply with the terms of and fulfil Your obligations under
      this Agreement and You agree to be responsible for third parties that you
      have provided Confidential Information under this Agreement and to monitor
      that said third parties are in compliance with the terms and conditions of
      this Agreement; and
      (iv) You will comply with all applicable laws relating to Socket Mobile
      Software and this Agreement.
6430-00363 A 1
