Qualcomm Atheros, Inc.         		Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE QCA SOFTWARE.  BY USING THE QCA SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE.  IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, YOU MAY RETURN THE QCA SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT FOR A REFUND.  IF THE QCA SOFTWARE WAS ACCESSED ELECTRONICALLY, CLICK "DISAGREE/DECLINE".  FOR QCA SOFTWARE INCLUDED WITH YOUR PURCHASE OF HARDWARE, YOU MUST RETURN THE ENTIRE HARDWARE/SOFTWARE PACKAGE IN ORDER TO OBTAIN A REFUND. 

1. General.  The software and documentation and any fonts accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the "QCA Software") are licensed, not sold, to you by Qualcomm Atheros, Inc. ("QCA") for use only under the terms of this License, and QCA reserves all rights not expressly granted to you.   The rights granted herein are limited to QCA's and its licensors' intellectual property rights in the QCA Software and do not include any other patents or intellectual property rights.   You own the media on which the QCA Software is recorded but QCA and/or QCA's licensor(s) retain ownership of the QCA Software itself.  The terms of this License will govern any software upgrades provided by QCA that replace and/or supplement the original QCA Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. 

Title and intellectual property rights in and to any content displayed by or accessed through the QCA Software belongs to the respective content owner.  Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content.  This License does not grant you any rights to use such content.

2. Permitted License Uses and Restrictions.  This License allows you to install and use one copy of the QCA Software on a single computer at a time. The QCA Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce.  This License does not allow the QCA Software to exist on more than one computer at a time.  You may copy the QCA Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original.  Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the QCA Software or any part thereof. THE QCA SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE QCA SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.  

3. Transfer.  You may not rent, lease, lend or sublicense the QCA Software.  You may, however, make a one-time permanent transfer of all of your license rights to the QCA Software to another party, provided that: (a) the transfer must include all of the QCA Software, including all its component parts, original media, printed materials and this License; (b) you do not retain any copies of the QCA Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the QCA Software reads and agrees to accept the terms and conditions of this License. All components of the QCA Software are provided as part of a bundle and may not be separated from the bundle and distributed as standalone applications.  

NFR (Not for Resale) Copies:  Notwithstanding other sections of this License, QCA Software labeled or otherwise provided to you on a promotional basis may only be used for demonstration, testing and evaluation purposes and may not be resold or transferred.

4. Termination.  This License is effective until terminated.  Your rights under this License will terminate automatically without notice from QCA if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the QCA Software and destroy all copies, full or partial, of the QCA Software.

5. Limited Warranty on Media.  QCA warrants the media on which the QCA Software is recorded and delivered by QCA to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery.  Your exclusive remedy under this Section shall be, at QCA's option, a refund of the purchase price of the product containing the QCA Software or replacement of the QCA Software that is returned to QCA or an QCA authorized representative with a copy of the receipt.  THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION.

6. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE QCA SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QCA SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND QCA AND QCA'S LICENSORS (COLLECTIVELY REFERRED TO AS "QCA" FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE QCA SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  QCA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE QCA SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE QCA SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE QCA SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE QCA SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QCA OR A QCA AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.  SHOULD THE QCA SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.  

7. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL QCA BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE QCA SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF QCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.  In no event shall QCA's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).  The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

8. Export Law Assurances.  You acknowledge that all hardware, software, source code and technology (collectively, “Products”) obtained from QCA are subject to the US government export control and economic sanctions laws, including the Export Administration Regulations (“EAR”, 15 CFR 730 et seq., http://www.bis.doc.gov/ ) administered by the Department of Commerce, Bureau of Industry and Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq., http://www.treas.gov/offices/enforcement/ofac/) administered by the Department of Treasury, Office of Foreign Assets Control (“OFAC”). You assure that you, your subsidiaries and affiliates will not directly or indirectly export, re-export, transfer or release (collectively, “Export”) any Products or direct product thereof to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation. The US government maintains embargoes and sanctions against the countries listed in Country Groups E:1/2 of the EAR (Supplement 1 to part 740), currently Cuba, Iran, Libya, North Korea, Sudan and Syria but any amendments to these lists shall apply. You agree not to directly or indirectly employ any Product received from QCA in missile technology, sensitive nuclear or chemical biological weapons activities, or in any manner knowingly Export any Product to any party for any such end use. You shall not Export Products listed in Supplement 2 to part 744 of the EAR for military end-uses, as defined in part 744.21, to the People’s Republic of China. You shall not Export any Product to any party listed on any of the denied parties lists or specially designated nationals lists maintained under said regulations without appropriate US government authorization to the extent required by regulation. You acknowledges that other countries may have trade laws pertaining to the Export, import, use, or distribution of Products, and that compliance with same is your responsibility. To the extent you provide hardware, software, source code, technology or feedback or ideas regarding the QCA Software or any suggested improvements thereto, if any (collectively, “Your Products”), to QCA, you agree to notify QCA prior to delivery if Your Products are subject to the International Traffic in Arms Regulations (“ITAR”, 22 CFR 120 et seq., http://pmddtc.state.gov/) or the Wassenaar International Munitions List (“IML”, http://www.wassenaar.org/). You will notify QCA’s Export Compliance Department via e-mail at export@qualcomm.com with your part number, purchase order number, Export Control Classification Number (ECCN), and ITAR/IML control number. Additionally, any of Your Products controlled under the ITAR or IML delivered to QCA shall be marked in accordance with US export law. This section shall survive the expiration or termination of this License.

9. Reservation of Rights.  You hereby acknowledge and agree that neither the license grant for any Software under this License, nor the delivery or sale of products by QCA to you, shall be deemed or construed to grant either expressly, by implication, by way of estoppel, or otherwise any right, license, covenant or immunity under any patents of QCA and its subsidiaries, each to the extent applicable to QCA products that are sold, or Software that is licensed under this License, for use in any product which implements, in whole or in part, any WWAN Standard. For this purpose, the term “WWAN Standard” means any mandatory or optional portion of any wide area wireless air interface standard, including, without limitation, GSM, CDMA, TD-SCDMA, Universal Mobile Telecommunications Standard (UMTS), Wideband Code Division Multiple Access (WCDMA), HSPA, HSDPA, HSUPA, HSPA+, WiMax, IEEE 802.16 (including 802.16e and 802.16m), WiBro, IEEE 802.20, UMB (formerly known as 1xEVDO Rev. C), Long Term Evolution (LTE) and any updates and revisions to any of the foregoing. For the avoidance of doubt, the term “WWAN Standard” does not include any 802.11 wireless local area network standards, including any wireless local area network standard falling within any subsections of 802.11 (such as 802.11a, 802.11b, 802.11g and 802.11n).  Any rights not expressly granted to you in this License are hereby reserved by QCA.  QCA and you hereby acknowledge and agree that this disclaimer of patent rights shall not be deemed to be a derogation of any other express rights that have been granted by QCA in this License.

10. Government End Users. The QCA Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.  Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.  Unpublished-rights reserved under the copyright laws of the United States.

11. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.  

12. Complete Agreement; Governing Language.  This License constitutes the entire agreement between the parties with respect to the use of the QCA Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.  No amendment to or modification of this License will be binding unless in writing and signed by QCA. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.