END USER LICENSE AGREEMENT FOR INTERSIL CORPORATION'S
PRISM Wireless LAN Software

NOTICE TO USER: INTERSIL CORPORATION IS WILLING TO ENTER INTO A LICENSE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY OPENNING THE SOFTWARE THIS ACKNOWLEDGES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Intersil Corporation ("INTERSIL") Single user license agreement (the "AGREEMENT") is a legal agreement between you ("CUSTOMER"), a single entity, and INTERSIL (the "PARTIES") for the INTERSIL software product identified above, which includes computer software, firmware, associated media, printed materials, any upgrades, and online or electronic documentation ("SOFTWARE").

1.  INTERSIL OFFER: 

These terms and conditions are an offer from INTERSIL to CUSTOMER.  CUSTOMER acceptance, as stated above, is limited to the express terms of this offer. The terms and conditions appearing in this document correctly set forth the entire AGREEMENT between the PARTIES.  This AGREEMENT supersedes all prior or contemporaneous communications between the PARTIES.  The PARTIES acknowledge and agree that entering into this transaction they have not relied upon any representations other than those explicitly set forth in this AGREEMENT.  Each PARTY acknowledges and agrees that the representatives or agents of the other PARTY cannot make any warranties or representations not specifically included within the provisions of this AGREEMENT.  Any term or condition not expressly within this AGREEMENT shall not be enforceable.  No amendment to this AGREEMENT shall be valid and binding unless it has been signed by each PARTY. 

2.  TITLE:  

CUSTOMER agrees that all right, title, and interest, copyrights, and other ownership rights in the SOFTWARE shall exclusively vest and remain in INTERSIL and its suppliers, and its structure, organization and code are the valuable trade secrets of INTERSIL and its suppliers.  The SOFTWARE is also protected by Untied States Copyright Law and International Treaty provisions.  CUSTOMER agrees not to modify, adapt, translate, reverse engineer, decompiIe, disassemble or otherwise attempt to discover the source code of the SOFTWARE except as expressly permitted by this AGREEMENT.  CUSTOMER may not loan, transfer, rent, lease, or sublicense the SOFTWARE except as expressly permitted by this AGREEMENT.  Except as stated herein, this AGREEMENT does not grant CUSTOMER any intellectual property rights in the SOFTWARE.  The SOFTWARE shall be considered Confidential Information of INTERSIL and shall not be disclosed by CUSTOMER to a third party except as expressly permitted by this AGREEMENT.  

3.  SOFTWARE LICENSE: 

INTERSIL grants to CUSTOMER a restricted, non-exclusive, non-transferable license to install and use one copy of the SOFTWARE interfacing with the PRISM chipset obtained from INTERSIL or its suppliers.  CUSTOMER may also store or install one copy of the SOFTWARE on a storage device, such as a network server, accessible by a single user at one time, and used only to install or run the SOFTWARE on CUSTOMER's other computers over an internal network; however, CUSTOMER must obtain a HFA3841eval board for use with each separate computer on which the SOFTWARE is installed or run from the storage device.  CUSTOMER may not transfer any SOFTWARE or SOFTWARE derived object code to any third party without the written permission of INTERSIL.  The specific software included but not limited to the following items, 

U.S. Government Rights Notice.  The PARTIES agree that the SOFTWARE is "commercial computer software" and "commercial computer software documentation" pursuant to DFAR Section 227.7202 and FAR 12.212, as applicable.  Any use, modification, reproduction, release, performance, display, or disclosure of the SOFTWARE by the U.S. Government or any of its agencies shall be governed solely by the terms of this AGREEMENT and shall be prohibited except to the extent expressly permitted by the terms of this AGREEMENT.  Use, duplication, or disclosure by the Government is subject to restriction as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.  Intersil Corporation, Semiconductor Sector, P.O. Box 883, Melbourne, FL 32902-0883.

4.  NO WARRANTY: 

The SOFTWARE is provided AS-IS. No warranty is made that the SOFTWARE will be failure or error free, or that all failures or errors will be corrected, or that the SOFTWARE will meet CUSTOMER's needs or expectations, or that any information provided to CUSTOMER is guaranteed to be accurate.

THE WARRANTIES OR CONDITIONS MADE HEREIN BY INTERSIL ARE EXCLUSIVE, MADE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, (EXCEPT TO TITLE) INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF PERFORMANCE OR CUSTOM OR USAGE OF TRADE. 
 
CUSTOMER ACKNOWLEDGES ANY CIRCUMSTANCES CAUSING ANY SUCH EXCLUSIVE OR LIMITED REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE SHALL NOT AFFECT ANY INTERSIL WARRANTY.

5.  TERMINATION:  

INTERSIL shall have the right to terminate this AGREEMENT in the event of CUSTOMER's default, which shall be deemed to have occurred whenever CUSTOMER repudiates or breaches, or attempts to repudiate or breach any term or condition of this AGREEMENT, including without limitation, the timely payment of any sum due INTERSIL.  INTERSIL shall have the right to terminate this AGREEMENT whenever a suit or proceeding of infringement is brought against INTERSIL.  Without limitation, all of INTERSIL' rights continuing or arising upon termination shall continue in full force and effect.  In no event shall termination cause a waiver or reduce any other of INTERSIL' rights.  Upon termination of this AGREEMENT, all of CUSTOMER's rights dependent on this AGREEMENT shall immediately cease.  CUSTOMER shall immediately return all copies of, and all other works based upon, or made from, and containing INTERSIL Confidential Information and any other proprietary materials provided under this AGREEMENT, to INTERSIL and shall certify in writing as to such return.  The aforesaid return and certification shall made to Intersil Corporation, P.O. Box 883, Melbourne, FL 32902-0883.

6.  ASSIGNMENT:  

CUSTOMER acknowledges that this AGREEMENT is personal and shall not assign this AGREEMENT or any rights hereunder, without the express written permission of INTERSIL. CUSTOMER agrees that INTERSIL has the right to, and may at its option, assign this AGREEMENT.  Upon such assignment, INTERSIL' assignee shall succeed to and be liable for all of the obligations of INTERSIL.

7.  CHOICE OF LAW: 

The laws of the State of Florida (except its conflict of law rules), shall apply to and govern this AGREEMENT and all transactions related to this AGREEMENT.  The forum for any dispute shall be limited to a Florida court having subject matter jurisdiction and closest to Melbourne, Florida.  The parties consent to the personal jurisdiction of such court.  This is intended to be a mandatory and not a permissive forum selection and personal jurisdiction clause. All rights or remedies under the Florida Uniform Commercial Code shall be cumulative to all other rights or remedies available to INTERSIL.

8.  LIMITATION OF DAMAGES: 

INTERSIL' TOTAL AND MAXIMUM LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT OR ANY TRANSACTION RELATED TO THIS AGREEMENT, SHALL BE LIMITED TO ONE-HALF (1/2) OF THE AGGREGATE AMOUNT PAID TO INTERSIL FOR THE LICENSES GRANTED IN THIS AGREEMENT, REGARDLESS OF THE BASIS FOR SUCH LIABILITY.  CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS SECTION SHALL BE ENFORCEABLE IN THE EVENT OF ANY CLAIM MADE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM FOR FAILURE OF DELIVERY.  IN NO EVENT SHALL INTERSIL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, OPPORTUNITIES OR SAVINGS, OR FOR ANY LOSS OF USE OF, OR LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED OR FOR ANY FULL OR PARTIAL LOSS OF PERFORMANCE OF ANY SOFTWARE, EVEN IF INTERSIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS LIMITATION OF DAMAGES CLAUSE IS A PART OF THE CONSIDERATION GIVEN TO INTERSIL AS AN INDUCEMENT FOR INTERSIL TO ENTER INTO THIS AGREEMENT, AND IT IS NOT A LIQUIDATED DAMAGE CLAUSE OR AN ATTEMPT TO FORM A LIQUIDATED DAMAGES CLAUSE.  CUSTOMER ACKNOWLEDGES AND AGREES THAT NO PART OF THIS LIMITATION OF DAMAGES CLAUSE WHICH IS UNENFORCEABLE FOR ANY REASON, SHALL AFFECT ANY OTHER PART OF SUCH CLAUSE OF THIS AGREEMENT OR CAUSE ANY EXCLUSIVE OR LIMITED REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.  CUSTOMER ACKNOWLEDGES AND AGREES THAT DELIVERY OF THE SOFTWARE UNDER THIS AGREEMENT CONSTITUTES SIGNIFICANT PERFORMANCE OF INTERSIL AND SUCH ONE-HALF OF THE AGGREGATE AMOUNT PAID TO INTERSIL ADEQUATELY COVERS ALL CLAIMS WHICH MAY BE MADE BY CUSTOMER.

9.  INDEMNITY:  

CUSTOMER shall defend, indemnify, and hold INTERSIL, its affiliate and subsidiary companies and their respective officers, directors, employees, assigns, and representatives of any kind harmless from all third party claims or actions, whether in law or equity, including, but not limited to, any such claims or actions, in contract or tort, (whether in negligence or strict liability and whether claiming personal injury or property damage) which is related to this AGREEMENT, its subject matter, or any transaction relating to this AGREEMENT, whether directly or indirectly.  CUSTOMER acknowledges that INTERSIL has no obligations or duties to any third party related to this AGREEMENT or its subject matter or any transaction related to this AGREEMENT.

10.  SEVERABILITY, CUMULATIVE REMEDIES: 

If any portion of this AGREEMENT shall be finally determined by a court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed void and the remainder of this AGREEMENT shall continue in full force and effect.  The remedies under this AGREEMENT shall be cumulative and not alternative, and the election of one remedy for breach shall not preclude pursuit of other remedies.  Either PARTY's failure to insist upon strict performance by the other of any terms and conditions herein shall not be construed as a permanent waiver of any of the terms and conditions contained herein. 

 11.  EXPORT:  

CUSTOMER understands that this SOFTWARE is governed by the United States Export Laws and Regulations, and further, that this AGREEMENT is subject to such Laws and Regulations.  CUSTOMER agrees that it shall not divert or otherwise transfer any SOFTWARE or any information which is provided, or derived, or produced, in connection with or in relation to this AGREEMENT outside the United States of America (specifically to the countries of Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria, and generally to any other country) without first obtaining an export license from the United States Department of Commerce, if required.  Please contact the Intersil Semiconductor Export Administrator for assistance.

