Please read this document carefully before proceeding. This Software License Agreement (the “Agreement”) licenses the software to you and contains warranty and liability disclaimers. By opening the package or installing or using the software, you are confirming your acceptance of the software and agreeing to become bound by the terms of this Agreement.

Definitions. “AMCC Software” means the software program covered by this Agreement, and all related updates supplied by AMCC. “AMCC Product” means the AMCC Software and any related documentation, models and multimedia content (such as animation, sound and graphics) and all related updates supplied by AMCC.

License. This Agreement allows you to (a) use the AMCC Product on a single computer, and (b) make one copy of the AMCC Product in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends found on the original. Certain rights are not granted under this Agreement, but may be available under a separate agreement. If you would like to enter into a Site or Network License, please contact AMCC.

Restrictions. You may not make or distribute copies of the AMCC Product, or electronically transfer the software from one computer to another over a network. You may not use the software from multiple locations of a multi-user or networked system at any one time. The software contains trade secrets and in order to protect them, you may not de-compile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form. You may not modify, sell, rent, transfer, sublicense, resell for profit, network, distribute or create derivative works based upon the AMCC Product or any part thereof. You will not export or re-export directly or indirectly, the AMCC Product into any country prohibited by the United States Export Administration Act and the regulations thereunder.

Ownership. The foregoing license gives you limited rights to use the AMCC Product. You do not become the owner of, and AMCC and, if applicable, any licensors, retain title to the AMCC Product, and all copies, regardless of form or media, thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by AMCC.

Term. This license is effective until terminated. You may terminate it at any time by destroying the Software and documentation together with all copies and merged portions in any form. It will also terminate immediately if you fail to comply with any term or condition of this License Agreement. Upon such termination you agree to destroy the Software and documentation, together with all copies and merged portions in any form.

Limited Warranty. AMCC WARRANTS ONLY THAT THE MEDIA UPON WHICH THE SOFTWARE IS FURNISHED WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE AND SERVICE FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF DELIVERY TO YOU. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM AMCC, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE. THESE LIMITATIONS OR EXCLUSIONS OF WARRANTIES AND LIABILITY DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER, I.E. A PERSON ACQUIRING GOODS, OTHERWISE THAN IN THE COURSE OF A BUSINESS.

Exclusive Remedies. AMCC’s entire liability and your exclusive remedies shall be: (a) the replacement of any media not meeting AMCC’s Warranty which is returned to AMCC or its authorized reseller, or (b) if AMCC or its authorized reseller is unable to deliver replacement media which is free of defects in material or workmanship, you may terminate this Agreement by returning the Software and your money will be refunded.

Limitation of damages. NEITHER AMCC NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT, (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AMCC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY, EXCLUSIVE REMEDIES AND LIMITED LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF BASIS OF THE BARGAIN BETWEEN AMCC AND YOU. YOU AGREE THAT AMCC WOULD NOT BE ABLE TO PROVIDE THE AMCC SOFTWARE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.

Export. You acknowledge that the laws and regulations of the United States restrict the export and re-export of Software. You agree that you will not export or re-export the Software or media in any form without the appropriate United States and foreign government approval.

Government end users (USA only). RESTRICTED RIGHTS LEGEND. The AMCC Software is “Restricted Computer Software.” Use, duplication, or disclosure by the US Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013 (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: AMCC, 215 Moffett Park Drive, Sunnyvale, CA 94089.

General. This Agreement shall be governed by the internal laws of the State of California. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. This Agreement may be amended only in writing, signed by both parties. Any attempted oral modification shall be void and without any effect. All questions concerning this Agreement shall be directed to: AMCC, 215 Moffett Park Drive, Sunnyvale, CA 94089, Attention: General Counsel.