software or installing the hardware unit with pre-enabled software or firmware (each of which is referred to as "Software" in this Agreement). BY COPYING

OR USING THE SOFTWARE, YOU ACCEPT ALL OF THE PROVISIONS AND CONDITIONS OF THIS AGREEMENT. THE PROVISIONS EXPRESSED IN

THIS AGREEMENT ARE THE ONLY PROVISION UNDER WHICH MANUFACTURE WILL PERMIT YOU TO USE THE SOFTWARE. If you do not accept

these provisions and conditions, please immediately return the unused software, manual and the related product. Written approval is NOT a prerequisite to

the validity or enforceability of this Agreement and no solicitation of any such written approval by or on behalf of Manufacture shall be deemed as an

inference to the contrary.

LICENSE GRANT.

The end user (hereinafter referred to as "Licensee") of the Software is granted a personal, non-sublicensable, nonexclusive,

nontransferable license by Manufacture Corporation ("Manufacture"): (1) To use the Manufacture's software ("Software") in object code form solely on a

single central processing unit owned or leased by Licensee or otherwise embedded in the equipment offered by Manufacture. (2) To copy the Software only

for backup purposes in support of authorized use of the Software. (3) To use and copy the documentation related to the Software solely in support of

authorized use of the Software by Licensee. The License applies to the Software only except other Manufacture's software or hardware products. Without

the prior written consent of Manufacture, Licensee has no right to receive any source code or design documentation with respect to the Software.

RESTRICTIONS ON USE; RESERVATION OF RIGHTS. The Software and related documentation are protected under copyright laws. Manufacture and/or

its licensors retain all title and ownership in both the Software and its related documentation, including any revisions made by Manufacture. The copyright

notice must be reproduced and included with any copy of any portion of the Software or related documentation. Except as expressly authorized above,

Licensee shall not copy or transfer the Software or related documentation, in whole or in part. Licensee also shall not modify, translate, decompile,

disassemble, use for any competitive analysis, reverse compile or reverse assemble all or any portion of the Software, related documentation or any copy.

The Software and related documentation embody Manufacture's confidential and proprietary intellectual property. Licensee is not allowed to disclose the

Software, or any information about the operation, design, performance or implementation of the Software and related documentation that is confidential to

Manufacture to any third party. Software and related documentation may be delivered to you subject to export authorization required by governments of

Taiwan and other countries. You agree that you will not export or re-export any Software or related documentation without the proper export licenses

required by the

governments of affected countries.

LIMITED SOFTWARE WARRANTY. Manufacture warrants that any media on which the Software is recorded will be free from defects in materials under

normal use for a period of twelve (12) months from date of shipment. If a defect in any such media should occur during the effective warranty period, the

media may be returned to Manufacture, then Manufacture will replace the media. Manufacture shall not be responsible for the replacement of media if the

failure of the media results from accident, abuse or misapplication of the media.

EXCLUSIONS. The warranty as mentioned above does not apply to the Software, which (1) customer does not comply with the manual instructions offered

by Manufacture in installation, operation, or maintenance, (2) Product fails due to damage from unusual external or electrical stress, shipment, storage,

accident, abuse or misuse, (3) Product is used in an extra hazardous environment or activities, (4) any serial number on the Product has been removed or

defaced, or (5) this warranty will be of no effect if the repair is via anyone other than Manufacture or the authorized agents. The maximum liability of

Manufacture under this warranty is confined to the purchase price of the Product covered by this warranty.

DISCLAIMER. EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS " AND MANUFACTURE AND ITS LICENSORS MAKE NO

WARRANTIES, EXPRESS OR IMPLIED, WITH REPSECT TO THE SOFTWARE AND DOCUMENTAITON. MANUFACTURE AND ITS LICENSORS

DISCLAIM ALL OTHER WARRANTIES, INCLUSIVE OF WITHOUT LIMITATION, IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, MANUFACTURE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY

REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR RELATED WRITTEN DOCUMENTAITON IN

TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL MANUFACTURE OR ITS AUTHORIZED RESELLER BE LIABLE TO LICENSEE OR ANY THIRD

PARTY FOR (A) ANY MATTER BEYOND ITS REASONABLE CONTROL OR (B) ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL

DAMAGES ARISING OUT OF THIS LICENSE OR USE OF THE SOFTWARE PROVIDED BY MANUFACTURE, EVEN IF MANUFACTURE HAS BEEN

NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE LIABILITY OF MANUFACTURE IN CONNECTION

WITH THE SOFTWARE OR THIS AGREEMENT EXCEED THE PRICE PAID TO MANUFACTURE FOR THE LICENSE.

TERM AND TERMINATION. The License is effective until terminated; however, all of the restrictions in regard to Manufacture's copyright in the Software

and related documentation will cease being effective at the date of expiration; Notwithstanding the termination or expiration of the term of this agreement, it

is acknowledged and agreed that those obligations relating to use and disclosure of Manufacture's confidential information shall survive. Licensee may

terminate this License at any time by destroying the software together with all copies thereof. This License will be immediately terminated if Licensee fails to

comply with any term and condition of the Agreement. Upon any termination of this License for any reason, Licensee shall discontinue to use the Software

and shall destroy or return all copies of the Software and the related documentation.

GENERAL. This License shall be governed by and construed pursuant to the laws of Taiwan. If any portion hereof is held to be invalid or unenforceable,

the remaining provisions of this License shall remain in full force and effect. Neither the License nor this Agreement is assignable or transferable by

Licensee without Manufacture's prior written consent; any attempt to do so shall be void. This License constitutes the entire License between the parties

with respect to the use of the Software.

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND

CONDITIONS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS THE ENTIRE AND EXCLUSIVE AGREEMENT BETWEEN MANUFACTURE

AND LICENSEE.

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