Motorola UbiSurf™ SM56 Software Modems

# Software License Agreement

ATTENTION: Carefully Read This Important Document

THE FOLLOWING AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY), AND MOTOROLA, INC. (FOR ITSELF AND ITS LICENSORS). THE RIGHT TO USE THIS PRODUCT IS SOLD ONLY ON THE CONDITION THAT YOU AGREE TO THE FOLLOWING LICENSE. USING THIS PRODUCT CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

The enclosed computer program(s) ("Software") is licensed, not sold, to you by Motorola, Inc. ("Motorola") for use only under the terms of this License, and Motorola reserves any rights not expressly granted to you. You own the disk(s) on which the Software is recorded or fixed, but Motorola and its licensors retain ownership of the Software itself and its accompanying written materials, which are protected by the copyright laws of your country and international treaty provisions.

1. License. This License allows you to use one copy of the Software on a single computer at a time. To "use" the Software means that the Software is either loaded in the temporary memory (e.g., RAM) of a computer or installed on the permanent memory of a computer (e.g., hard disk). Licensee hereby acknowledges that the licenses granted under this Agreement may be suspended in some cases if Licensee, Licensee's Customers or End Users assert an Essential patent for an ITU or prior CCITT analog modem standard against Motorola or a third party.

2. Restrictions. The Software contains trade secrets in a human or machine perceivable form and, to protect them, you may not REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE REDUCE THE SOFTWARE TO ANY HUMAN OR MACHINE PERCEIVABLE FORM. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.

3. Termination. This License is effective until terminated. This License will terminate immediately without notice from Motorola or judicial resolution if you fail to comply with any provision of this License. Upon such termination you must destroy the Software, all accompanying written materials and all copies thereof, and Sections 5, 6, and 7 will survive any termination.

4. Export Law Assurances. You agree that neither the Software nor any direct product thereof is being or will be shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder or will be used for any purpose prohibited by the Act.

5. Warranty. The Software and written materials are provided "AS IS" and without warranty of any kind. Motorola's entire liability and your sole and exclusive remedy for any breach of the foregoing limited warranty will be, at Motorola's option, replacement of the disk(s) or refund the amount paid for this Software License.

NO OTHER WARRANTY IS PROVIDED BY MOTOROLA, AND MOTOROLA AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OF IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. MOTOROLA DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN REPRESENTATIONS MADE BY MOTOROLA OR AN AGENT THEREOF SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6. Limitation of Remedies and Damages. Regardless of whether any remedy set forth herein fails of its essential purpose, in no event shall Motorola or any of the licensors, directors, officers, employees or affiliates of the foregoing be liable to you for any consequential, incidental, indirect, special or similar damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information and the like), whether foreseeable or unforeseeable, arising out of the use or inability to use the Software or accompanying written materials, regardless of the basis of the claim and even if Motorola or a Motorola representative has been advised of the possibility of such damage. Motorola's liability to you for direct damages for any cause whatsoever, and regardless of the basis of the form of the action, will be limited to the price paid for the Software that caused the damages. THIS LIMITATION WILL NOT APPLY IN CASE OF PERSONAL INJURY ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY WITHOUT THIS LIMITATION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Motorola.