PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE INSTALLING THE SOFTWARE OR USING THE RAIDCORE CONTROLLER ("CONTROLLER"). BY INSTALLING THE SOFTWARE OR USING THE CONTROLLER, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. LICENSE ------- THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BROADCOM(R) CORPORATION FOR USE OF THE RAIDCORE CD-ROM, THE SOFTWARE IN OBJECT CODE ONLY AND DOCUMENTATION IT CONTAINS, (COLLECTIVELY REFERRED TO AS "RELEASE MATERIALS") AND THE CONTROLLER. YOU MAY USE, RUN, COPY, DOWNLOAD, UNZIP OR INSTALL THE MATERIALS AND CONTROLLER ONLY IF YOU AGREE AND ACCEPT THE LICENSE TERMS. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE, RUN, COPY, DOWNLOAD, UNZIP OR INSTALL THE MATERIALS AND CONTROLLER. 1. LIMITED LICENSE (a) If you are an Original Equipment Manufacturer, reseller, distributor, installer, integrator, or other entity in the business of providing computer hardware products in the chain of manufacture or distribution to End Users: You are granted a limited copyright license to distribute the Release Materials and Controller to others in the chain of manufacture or distribution to End Users. You may only distribute the CD-ROM, and the Materials on it, one-for-one with the Controller for which it was provided, and not as a stand-alone item. Likewise, you may only distribute the Controller one-for-one with the CD-ROM, and the Materials on it, which was provided for it, and not as a standalone item. You may not (a) modify, publicly display, perform, (b) decompile, reverse engineer or disassemble the Materials or Controller except and only to the minimum extent permitted by applicable law in your jurisdiction, (c) remove any copyright or other proprietary notices from the CD-ROM, Materials or Controller, or (d) distribute the Materials in any format other than on this RAIDCore CD-ROM as stated above. (b) If you are an End User (that is, you have acquired the computer product for which the Controller and Materials are provided primarily for your own use and not for redistribution or resale): You are granted a limited copyright license to copy the Release Materials onto a single computer system which includes the Controller for which the Materials were provided, and to use the Materials for archival or recovery purposes. You may not use the Controller without the Release Materials which were intended for it. Likewise, you may not use the Release Materials with any board other than the RAIDCore Controller for which it was intended. You may not (1) modify, publicly display, perform, sublicense, sell, lend, rent or lease the Materials or Controller, (2) disassemble, decompile or reverse engineer the Materials or Controller except and only to the minimum extent permitted by applicable law in your jurisdiction, (3) remove any copyright or other proprietary notices from the Materials or Controller, and (4) transfer the Materials to another person or entity unless (a) you also transfer the Controller board or system for which the Materials were provided, (b) your transferee agrees in writing to be bound by the terms of this license, and (c) you retain no copies. Your use of all third party materials provided with the Release Materials or Controller shall be subject to the terms and conditions of any written license agreement included with such materials as provided by Broadcom. 2. OWNERSHIP Ownership of and title to the Release Materials, Controller, and CD-ROM artwork shall remain with Broadcom at all times. The Release Materials, Controller, and artwork are copyrighted and are protected by the laws of the United States and other countries, and international treaty provisions. You will not mortgage, pledge or otherwise encumber the Release Materials or Controller. Broadcom may attach Broadcom’s or its suppliers’ ownership label or copyright notice on all or any portion of the Release Materials or Controller at any time, and you may not deface, remove or obscure such labels or notices. You acknowledge that the Release Materials, Controller, and all patent rights and rights in pending applications, copyrights, rights in trademarks, trade secret rights and other intellectual property rights with respect to the Release Materials are, and will at all times be, the sole and exclusive property of Broadcom and/or its suppliers, as the case may be, even if suggestions or other contributions made by Customer are incorporated into subsequent versions of the Release Materials or Controller. Except as expressly provided herein, Broadcom grants no express or implied right under any Broadcom patents, copyrights, trademarks, trade secret information or other intellectual property rights, nor shall any such right arise by operation of law. Broadcom reserves the right to update or change the Release Materials or Controller at any time. You shall not, and shall not authorize any third party to alter, modify, adapt, translate, prepare work product from, decompile, reverse engineer, disassemble, or otherwise attempt to derive computer source code from the Controller, Release Materials, or related documentation ("Derivative Works"). Notwithstanding the foregoing, Broadcom shall own all Derivative Works and all right, title and interest to the intellectual property rights relating thereto. 3. DISCLAIMER AND LIMITATION OF LIABILITY. THE RELEASE MATERIALS AND CONTROLLER ARE PROVIDED "AS IS." BROADCOM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE RELEASE MATERIALS DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CUSTOMER WILL USE THE RELEASE MATERIALS AND CONTROLLER AT ITS OWN RISK. BROADCOM WILL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT OR OTHERWISE), HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT WILL BROADCOM BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, EVEN IF BROADCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BROADCOM BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF BROADCOM SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PERSON. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, BROADCOM IS FOUND LIABLE TO YOU FOR ACTUAL DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), BROADCOM'S LIABILITY TO YOU WILL BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY BROADCOM FOR THE SPECIFIC COPY OF THE RELEASE MATERIALS AND THE CONTROLLER DELIVERED TO AND UTILIZED BY YOU. 4. TERMINATION This License begins on the date when the Controller and Release Materials have been installed and is in effect until terminated. Broadcom may terminate this license at any time if you are in breach of the terms. Upon termination, you will immediately cease use of the Controller, destroy the CD-ROM (or, at Broadcom’s request, return the CD-ROM to Broadcom), and delete the Materials from your computer and any storage device. 5. EXPORT RESTRICTIONS The Release Materials and Controller are subject to United States export control laws and may also be subject to export and import laws of other countries. You agree to strictly comply with all applicable export and import laws and to obtain all required licenses to export, re-export or import the Release Materials and Controller, even for internal use or evaluation purposes. Unless authorized to do so by the United States government, and, even then, only after obtaining prior written approval from Broadcom, you agree not to export or re-export the Release Materials and Controller to any embargoed or restricted country identified in United States export laws. 6. MISCELLANEOUS (a) Assignment. This Agreement will inure to the benefit of and will be binding upon the successors and permitted assigns of the parties, except that it may not be assigned by you by any means without the prior written consent of Broadcom. (b) No Waiver. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. A failure of either party to exercise any right provided for herein will not be deemed to be a waiver of any other right. (c) Severability. Each provision of this Agreement is severable from the other provisions. In the event that any provision of this Agreement is held invalid or unenforceable by a court having jurisdiction over the parties and the subject matter, or by an arbitrator, the parties agree that the invalid or unenforceable provision will be replaced with a valid provision which approximates the intent and economic effect of the invalid provision as closely as possible. The other provisions of this Agreement will remain in full force and effect. (d) Governing Law. The construction, interpretation and performance of this Agreement will be governed by the laws of the State of Delaware, without giving effect to its choice of law rules. To the extent that it may otherwise be applicable, the parties expressly agree to exclude from the operation of this Agreement the United Nations Convention on Contracts for the International Sale of Goods, as amended and as may be amended further from time to time. (e) Entire Agreement; Amendment. This Agreement sets forth the complete and entire agreement between you and Broadcom concerning the subject matter herein. Your use of the Release Materials and Controller following release and delivery of any revised version will be deemed acceptance by you of the revised terms and conditions. If any of the revised terms and conditions is unacceptable to you, you must immediately cease using the Release Materials and Controller, and remove them from all computers and devices on which you have installed them.