License Agreement, Terms and Conditions | 2Wire 100SW specification

License Agreement

This License Agreement (“Agreement”) is made between 2Wire, Inc. (“2Wire”) and you (“Licensee”).

This Agreement includes the terms and conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.

TERMS AND CONDITIONS

1.Grant of License and Restrictions. Subject to all the terms of this Agreement and payment of all fees for the product, 2Wire, Inc., grants Licensee a non sub licensable, nonexclusive, right to internally use the non-source code form of the software solely as embedded in and for installation of the 2Wire HomePortal (the “Product”). Licensee will maintain the copyright notice and any other notices that appear on the Product on any such copies and any media. Licensee will not (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Product (except to the extent that applicable law prohibits reverse engineering restrictions and then only after written notice to 2Wire); (ii) use any Product, or allow the transfer, transmission, export, or re-export of any Product or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency; or (iii) copy or modify the software contained in the Product. All the limitations and restrictions on Products in this Agreement also apply to documentation. 2Wire reserves all rights not expressly granted herein.

2.Support and Maintenance. For support and maintenance services for the Product during the ninety-day warranty period, please call 2Wire Technical Support at the phone number listed on the warranty card.

3.Termination. This Agreement and all licenses will terminate thirty days (immediately in the case of a breach of Section 1) after notice of any breach by Licensee remaining uncured at the end of such notice period. Upon termination, or if a license ceases to be effective, Licensee shall immediately cease all use of all affected Products and return or destroy all copies of all affected Products and all portions thereof and so certify to 2Wire. Sections 5, 6, and 7 and shall survive termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs. 2Wire has the right to discontinue marketing, distribution, or licensing of the Product at any time in its sole discretion.

4.Indemnification. 2Wire shall hold Licensee harmless from liability to third parties resulting from infringement by the software component of a Product of any United States patent or any copyright or misappropriation of any trade secret, provided 2Wire is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; 2Wire will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to the software component of a Product or portions or components thereof (i) not supplied by 2Wire; (ii) made in whole or in part in accordance to Licensee specifications; (iii) that are modified after delivery by 2Wire; (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination; (v) where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (vi) where Licensee’s use of such Product is not strictly in accordance with this Agreement; or (vii) that may cause infringement by the process of caching generally. Licensee will indemnify 2Wire from all damages, settlements, attorney’s fees, and expenses related to any claim of infringement or misappropriation excluded from 2Wire’s indemnity obligation by the preceding sentence.

5.Limited Warranty and Disclaimer. 2Wire warrants for a period of ninety (90) days from Licensee’s first acquisition of the Product that the Product hardware and media containing the software will be free from material defects and that the software component of the Product will materially conform to 2Wire’s then current user documentation for such Product. 2Wire’s sole obligation, and Licensee’s sole remedy, with respect to any warranties set forth herein and made within the applicable warranty period that shall be for 2Wire, at 2Wire’s sole discretion, to: (i) use reasonable efforts to correct documented failures that 2Wire’s diagnosis indicates are caused by a defect in the unaltered, latest version of the Product to cause the Product to materially conform to 2Wire’s then-published specifications; (ii) replace the Product with a Product meeting such published Product specifications; or (iii) accept return of the Product and refund to Licensee the fees with respect to such Product. The warranties set forth herein shall become void: (i) at the expiration of the warranty period; (ii) if the Product has been modified or altered in any way; (iii) if the defect is the result of an event after delivery to the Licensee; (iv) if Licensee is in breach of any agreement with 2Wire; (v) if the Product has not been installed, operated, repaired or maintained in accordance with any installation, handling, maintenance, or operating instructions supplied by 2Wire; (vi) has been subjected to unusual physical or electrical stress, misuse, negligence, or accident; or (vii) if the Product is used in ultra-hazardous activities. This warranty covers only problems reported to 2Wire during the warranty period in connection with nonconforming Products returned to 2Wire in accordance with 2Wire’s then current warranty return procedures. ANY LIABILITY OF 2Wire WITH RESPECT TO A PRODUCT OR THE PERFORMANCE THEREOF UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR, IF REPLACEMENT IS INADEQUATE AS A REMEDY OR, IN 2Wire’s OPINION, IMPRACTICAL, TO REFUND OF THE LICENSE FEE. EXCEPT FOR THE FOREGOING, ALL PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, COMPANY DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCTS ARE BUG FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.