CONEXANT SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT
Source and Object Code 

NOTICE TO USERS: THIS IS A CONTRACT.  BY INSTALLING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Conexant Systems, Inc. ("Conexant") Software License Agreement ("Agreement") accompanies the software and related materials set forth below. Please read this Agreement carefully.  By clicking the "AGREE" button below you will be accepting this Agreement and continue to install, or if you do not wish to accept this Agreement, to decline this Agreement, you should click the "DISAGREE" button now, in which case you will not be able to use the Software.  Conexant is located at 9868 Scranton Road, San Diego, CA 92121-3707 USA.

1.       LICENSE GRANT, OWNERSHIP. 
(a)	The "Licensed Software" shall mean Conexant's or its third party licensors' proprietary source code and/or object code software and documentation attached hereto relating to the operation and/or design of Licensee's products using Conexant's video decoders. Conexant hereby grants to either an individual or an entity ("Licensee") a non-exclusive, non-transferable, revocable, personal, royalty free license to use, modify and create derivative works ("Derivative Works) of the Licensed Software for the sole purpose of incorporating the Licensed Software or Derivative Works, in object code format, into Licensee's system and board level products that use Conexant's Bt848, Bt848A, Bt878, Bt879, Fusion 878A, Cx2388x, and Cx2584x products ONLY and which are sold by or for Licensee ("Licensee Products").  Conexant further grants Licensee the right to reproduce and distribute copies of the Licensed Software or Derivative Works, in object code only, solely as part of Licensee Products, to re-sellers, distributors and end-users of Licensee Products and such software shall be distributed by Licensee, its re-sellers, and distributors with a license "shrink-wrap" form, which applies to the Licensed Software or Derivative Works and which shall contain terms that are substantially similar to and that are at least as protective of Conexant's rights as are the terms set forth on in this Agreement. Licensee may not rent, lease or grant sublicenses or other rights to the Licensed Software or Derivative Works, except as set forth herein. Licensee may not remove any proprietary notices, labels or marks incorporated in, marked on, or fixed to the Licensed Software and shall include such notices, labels or marks in all copies of the Licensed Software or Derivative Works made or distributed by Licensee.  In no event shall Licensee market or distribute the Licensed Software or Derivative Works as a stand alone product. Licensee acknowledges that the Licensed Software is the proprietary and confidential property of Conexant and its third party licensors and agrees to protect the Licensed Software and Derivative Works to the same degree as Licensee uses to protect its own proprietary and confidential software, but in any event, not less than a reasonable degree of care.  Licensee shall not reverse engineer, decompile, or disassemble the Licensed Software.  All rights not expressly granted hereunder are reserved by Conexant.  Licensee may not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise without the prior written consent of Conexant.   Any use or assignment or attempted use or assignment of the Licensed Software or Derivative Works in violation of the restrictions contained in this Agreement is a breach of the Agreement and will cause irreparable harm to Conexant, entitling Conexant to seek injunctive relief in addition to all legal remedies.

(b)	RESTRICTIONS.  Notwithstanding the above, Licensee shall  have no right to copy and/or distribute any electronic design files, including, but not limited to, schematics, gerber files, data sheets or layout documentation provided under this Agreement without the express written consent of Conexant.

2.      PROPRIETARY RIGHTS.     
This license is not a sale.  All right, title and interest including all intellectual property rights to the Licensed Software, Derivative Works, and any accompanying documentation shall remain with Conexant and its third party licensors. 

3.      TERM.  
This license is effective until terminated.  Licensee may terminate this Agreement at any time by destroying the Licensed Software, together with all Derivative Works created under this Agreement. The license will also terminate if Licensee fails to comply with any term or condition of this Agreement whether or not Conexant notifies Licensee of such failure to comply.    Upon such termination, Licensee agrees to destroy the Licensed Software, together with all Derivative Works created under this Agreement and shall discontinue distribution of the Licensed Software or Derivative Works.

4.      LIMITED WARRANTY AND DISCLAIMER.  
THE LICENSED SOFTWARE OR ANY RELATED ELECTRONIC DESIGN FILES ARE OFFERED "AS IS."  CONEXANT MAKES AND LICENSEE RECEIVES NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OR IN ANY COMMUNICATION WITH LICENSEE.  CONEXANT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A SPECIFIC PURPOSE CONCERNING THE LICENSED SOFTWARE, ANY UPDATES OR UPGRADES TO THE LICENSED SOFTWARE, ANY RELATED ELECTRONIC DESIGN FILES, OR ANY SERVICES PROVIDED HEREUNDER. CONEXANT DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR RELATED ELECTRONIC DESIGN FILES WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE OR RELATED ELECTRONIC DESIGN FILES WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR, AND CONEXANT SHALL HAVE NO OBLIGATION TO HONOR, ANY WARRANTIES OR SUPPORT THAT LICENSEE PROVIDES TO ITS CUSTOMERS OR TO END USERS WITH RESPECT TO THE LICENSED SOFTWARE OR RELATED ELECTRONIC DESIGN FILES.  LICENSEE SHALL DEFEND ANY CLAIM AGAINST CONEXANT ARISING IN CONNECTION WITH ANY SUCH WARRANTIES TO LICENSEE'S CUSTOMERS OR TO END USERS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SHALL PAY ANY SETTLEMENTS OR DAMAGES AWARDED AGAINST CONEXANT THAT ARE BASED ON ANY SUCH WARRANTIES OR CLAIMS.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS.  LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.



5.      LIMITATION OF LIABILITY.        
IN NO EVENT SHALL CONEXANT HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, WILLFUL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT EVEN IF CONEXANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN NO EVENT SHALL CONEXANT'S TOTAL LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENSED SOFTWARE AND RELATED ELECTRONIC DESIGN FILES.

6.      EXPORT REGULATIONS.  
Licensee understands that Conexant is subject to regulation by agencies of the U.S. government, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain technical products to certain countries.  Licensee warrants that it will comply in all respects with the Export Administration Regulations and all other export and re-export restrictions applicable to the technology and documentation licensed hereunder. Licensee's failure to comply with this provision is a material breach of this Agreement.

7. CHOICE OF LAW.
This Agreement shall be construed and administered in accordance with the laws of the State of California, without regard to its conflict of law principles.


Rev. 04/18/00

