License Agreement
SOFTWARE DRIVER DEVELOPMENT CODE LICENSE AGREEMENT

AT ABSOLUTELY NO COST,
Alteon WebSystems, INC. ("ALTEON"), IS WILLING TO LICENSE
THE SOFTWARE DRIVER DEVELOPMENT CODE,
INCLUDING ANY SAMPLE FIRMWARE FOR ALTEON NETWORK INTERFACE CARDS
AND ADAPTERS INCLUDED THEREIN, AND THE ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE") TO YOU
ONLY ON THE CONDITION THAT YOU ACCEPT
ALL OF THE TERMS IN THIS AGREEMENT.



PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING
ON THE "ACCEPT" BUTTON, AS BY CLICKING ON THE "ACCEPT" BUTTON
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS

IF YOU DO NOT AGREE TO THESE TERMS,
ALTEON IS UNWILLING TO LICENSE THE SOFTWARE TO YOU.
YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON TO
DISCONTINUE THE INSTALLATION PROCESS.


  1. LICENSE. Alteon grants you a limited, non-transferable, non-exclusive, perpetual license to use, execute and compile the Software solely for the purpose of creating, testing and providing software programs (herein, the "Authorized Drivers") for use with ALTEON ACEnic adapters and ALTEON network cards. You may copy the Software and may publicly display the source code of any Authorized Driver in educational journals and periodicals; provided that you reproduce all applicable copyright and other proprietary notices that are contained within the original copy of the Software. You may license the object code of an Authorized Driver, including the Software contained therein; provided that such Authorized Driver is restricted to use solely with ALTEON ACEnic adapters and ALTEON network cards. Except as expressly provided for in this Agreement, you may not use, copy, modify, or transfer the Software, or any copy thereof, in whole or in part.

  2. OWNERSHIP. The Software is licensed to you for use only under the terms of this Agreement, and ALTEON reserves all rights not expressly granted to you. You will own any Authorized Drivers created by you, subject to ALTEON'S ownership of the underlying Software.

  3. TERM. This Agreement will terminate immediately upon notice to you if you materially breach any term or condition of this Agreement. You agree upon termination to promptly destroy the Software and all copies thereof.

  4. WARRANTY DISCLAIMER. The Software is provided to you on as "AS IS" basis. ALTEON AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ALTEON, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.

  5. LIMITATION OF REMEDIES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL ALTEON OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, OR FROM THE USE OR INABILITY TO USE ANY AUTHORIZED DRIVERS DEVELOPED BY YOU, EVEN IF ALTEON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL THE LIABILITY OF ALTEON OR ITS SUPPLIERS IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE EXCEED FIVE HUNDRED DOLLARS ($500.00), REGARDLESS OF THE CAUSE OF ACTION.

  6. GOVERNMENT END USER RIGHTS. The Software is provided with restricted rights.

    GOVERNMENT RIGHTS LEGEND

    The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4
    (JUNE 1995), all U.S. Government End Users acquire the Software
    with only those rights set forth herein.

  7. EXPORT LAW. The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required. By downloading the Software, you agree to strictly comply with all of the United States and other applicable country laws and regulations when either exporting or re-exporting or importing this software or any underlying information or technology.

  8. GENERAL. This Agreement will be governed by the laws of the State of California, without regard to or application of conflicts of law rules or principles. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. This Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us in relation to the subject matter of this Agreement. If you have any questions concerning this Agreement, you may contact ALTEON by writing to Alteon WebSystems, INC., 50 Great Oaks Boulevard, San Jose, California 95119 or by calling (408) 360-5500.

THE SOFTWARE AND ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

BY CLICKING ON THE "ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.