| THIS SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGALLY BINDING |
| AGREEMENT BETWEEN THE DEVELOPER OF THE SOFTWARE (THE "DEVELOPER") AND THOMSON |
| MULTIMEDIA BROADBAND BELGIUM N.V. ("THOMSON"). BY USING OR INSTALLING THE |
| SOFTWARE (AS UPDATED BY THOMSON FROM TIME TO TIME, THE "SOFTWARE") THE DEVELOPER |
| IS ACCEPTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. |
| |
| 1. Grant of License. The Software and all accompanying documentation, including |
| but not limited to the Interface Specification (the "Documentation) are licensed |
| to the Developer under the terms and conditions set forth in this Agreement. |
| Subject to such terms and conditions, Thomson hereby grants to the Developer a |
| non-exclusive, nontransferable right to use the Software and the Documentation |
| solely in combination with Thomson's line of SpeedTouch USB ADSL modem products; |
| which are rightfully acquired and/or used by the Developer (Licensee). |
| |
| 2. Limitations on Use. The Developer will not modify or translate the Software |
| or the Documentation without the prior written consent of Thomson. The Developer |
| will not reverse engineer, decompile, disassemble or otherwise attempt to |
| recreate the source code of the Software. The Developer will not separate from |
| the Software any of the component parts of the Software. |
| |
| 3. Limitations on Duplication. The Developer will not make any copies of the |
| Software or the Documentation; provided, however, that the Developer may make |
| one complete copy of the Software or the Documentation solely for backup |
| purposes if such copy of the Software or Documentation contains the notation |
| "Copyright Thomson". The Developer will not print any on-line or electronic |
| documentation other than solely for developing, servicing, operating or training |
| purposes. |
| |
| 4. Limitations on Transfer. The Developer will not sell, rent, lease or |
| otherwise transfer any or all of the Software, the Documentation or any copies |
| thereof, without the prior written consent of Thomson. The Developer will not |
| sublicense, assign, delegate, rent, lease or otherwise transfer any or all of |
| its rights under this Agreement. |
| |
| 5. Ownership and Copyright. The Developer has not acquired, by virtue of this |
| Agreement, any right of ownership in or to the Software, the Documentation or |
| any related patent, copyright, trademark or other intellectual property right. |
| By virtue of this Agreement, the Developer has acquired a right of ownership |
| solely in and to the physical media on which the Software and the Documentation |
| are recorded or fixed. Thomson, its licensors and their respective licensors |
| retain all right, title and interest in and to the Software, the Documentation |
| and any and all copies thereof, except for the rights expressly granted to the |
| Developer pursuant to this Agreement and as may be granted by Thomson from time |
| to time. Such right, title and interest of Thomson is, and such right, title and |
| interest of Thomson's licensors and their respective licensors may be, protected |
| by applicable copyright laws and international treaties. |
| |
| 6. Term and Termination. The term of this Agreement commences upon the first use |
| by the Developer of the Software and expires upon the termination of this |
| Agreement which shall automatically occur in case the Licensee stops using the |
| SpeedTouch USB ADSL modem products. If the Developer fails to comply with any of |
| the terms and conditions set forth in this Agreement, then (a) this Agreement |
| will automatically terminate, (b) in the event of such termination, the |
| Developer will (i) destroy or permanently erase the Software and any and all |
| copies thereof and (ii) destroy the Documentation and any and all copies |
| thereof, and (c) Thomson may exercise any or all remedies available to it under |
| applicable laws. In addition, the Developer may terminate this Agreement at any |
| time by (a) destroying or permanently erasing the Software and any and all |
| copies thereof and (b) destroying the Documentation and any and all copies |
| thereof. |
| |
| 7. NO WARRANTIES. THE SOFTWARE IS MADE AVAILABLE TO THE DEVELOPER ON AN "AS IS" |
| BASIS WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER, INCLUDING |
| WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A |
| PARTICULAR PURPOSE. Some jurisdictions may not permit the exclusion of implied |
| warranties; so the above exclusion may not apply to the Developer. The Developer |
| may have other rights that vary from jurisdiction to jurisdiction. Thomson may |
| from time to time, in its sole discretion, make available to the Developer, with |
| or without charge, updates to the Software or the Documentation. No such action |
| will create any warranty obligation on the part of Thomson. |
| |
| 8. LIMITATION OF REMEDIES. IN NO EVENT WILL THOMSON, ITS LICENSORS OR THEIR |
| RESPECTIVE LICENSORS BE LIABLE FOR ANY DAMAGES OR OTHER RELIEF WHATSOEVER |
| ARISING OUT OF DEVELOPER'S USE OR INABILITY TO USE THE SOFTWARE OR THE |
| DOCUMENTATION, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OR LOST |
| OPPORTUNITY OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR |
| LEGAL FEES ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, EVEN IF |
| THOMSON, ITS LICENSORS OR THEIR RESPECTIVE LICENSORS HAVE BEEN ADVISED OF THE |
| POSSIBILITY OF SUCH DAMAGES. Some jurisdictions may not permit the exclusion or |
| limitation of incidental or consequential damages; so the above exclusion or |
| limitation may not apply to the Developer. |
| |
| 9. Governing Law. This Agreement will be governed by and construed in accordance |
| with the laws of Belgium, without giving effect to the conflicts of laws |
| principles thereof. |
| |
| 10. Other Terms. Additional or different terms and conditions may be applicable |
| to the Developer if so agreed in writing by the vendor of the Software, Thomson, |
| its licensors and/or their respective licensors. |