OEM/IHV/ISV FIRMWARE LICENSE AGREEMENT

IMPORTANT - PLEASE READ BEFORE INSTALLING OR USING THIS FIRMWARE

Do not use or load this firmware image (the "Firmware") until you have
carefully read the following terms and conditions. By loading or using
the Firmware, you agree to the terms of this Agreement. If you do not
wish to so agree, do not install or use the Firmware.

LICENSEES: Please note:

* If you are an End-User, only the END-USER FIRMWARE LICENSE AGREEMENT
  applies.

* If you are an Original Equipment Manufacturer (OEM), Independent
  Hardware Vendor (IHV), or Independent Firmware Vendor (ISV), the
  OEM/IHV/ISV FIRMWARE LICENSE AGREEMENT applies (this license), as
  well as the END-USER FIRMWARE LICENSE AGREEMENT.

LICENSE. This Firmware is licensed for use only in conjunction with
Hauppauge component products. Use of the Firmware in conjunction with
non-Hauppauge component products is not licensed hereunder. Subject to
the terms of this Agreement, Hauppauge grants to you a nonexclusive,
nontransferable, worldwide, fully paid-up license under Hauppauge's
copyrights to: (i) copy the Firmware internally for your own
development and maintenance purposes; (ii) copy and distribute the
Firmware to your end-users, but only under a license agreement with
terms at least as restrictive as those contained in Hauppauge's
END-USER FIRMWARE LICENSE AGREEMENT; and (iii) modify, copy and
distribute the end-user documentation which may accompany the
Firmware, but only in association with the Firmware.

If you are not the final manufacturer or vendor of a computer system
or firmware program incorporating the Firmware, then you may transfer
a copy of the Firmware, including any related documentation (modified
or unmodified) to your recipient for use in accordance with the terms
of this Agreement, provided such recipient agrees to be fully bound by
the terms hereof. You shall not otherwise assign, sublicense, lease,
or in any other way transfer or disclose Firmware to any third
party. You may not, nor may you assist any other person or entity to
modify, translate, convert to another programming language, decompile,
reverse engineer, or disassemble any portion of the Firmware or
otherwise attempt to derive source code from any object code modules
of the Firmware or any internal data files generated by the
Firmware. Your rights to redistribute the Firmware shall be contingent
upon your installation of this Agreement in its entirety in the same
directory as the Firmware.

CONTRACTORS. For the purpose of this Agreement, and notwithstanding
anything to the contrary hereunder, solely with respect to the
requirements for compliance with the terms hereunder, any contractors
or consultants that You use to perform the work or otherwise assist
You in the development or products using this Firmware shall be deemed
to be End Users and accordingly, upon receipt of the Firmware, shall
be bound by the terms of the END-USER FIRMWARE LICENSE AGREEMENT. No
additional agreement between You and such consultants or contractors
is required under this Agreement to detail such compliance.

TRADEMARKS. Except as expressly provided herein, you shall not use
Hauppauge's name in any publications, advertisements, or other
announcements without Hauppauge's prior written consent. You do not
have any rights to use any Hauppauge trademarks or logos.

OWNERSHIP OF FIRMWARE AND COPYRIGHTS. Firmware and accompanying
materials, if any, are owned by Hauppauge or its suppliers and
licensors and may be protected by copyright, trademark, patent and
trade secret law and international treaties. Any rights, express or
implied, in the intellectual property embodied in the foregoing, other
than those specified in this Agreement, are reserved by Hauppauge and
its suppliers and licensors or otherwise as set forth in any
applicable open source license agreement. You will keep the Firmware
free of liens, attachments, and other encumbrances. You agree not to
remove any proprietary notices and/or any labels from the Firmware and
accompanying materials without prior written approval by Hauppauge

EXCLUSION OF WARRANTIES.
THE FIRMWARE IS PROVIDED "AS IS" AND POSSIBLY WITH FAULTS. UNLESS
EXPRESSLY AGREED OTHERWISE, HAUPPAUGE AND ITS SUPPLIERS AND LICENSORS
DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Hauppauge does not warrant or assume responsibility for the accuracy
or completeness of any information, text, graphics, links or other
items contained within the Firmware. You assume all liability,
financial or otherwise, associated with Your use or disposition of the
Firmware.

LIMITATION OF LIABILITY. IN NO EVENT SHALL HAUPPAUGE OR ITS SUPPLIERS
AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER FROM ANY CAUSE OF
ACTION OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE,
MODIFICATION, OR INABILITY TO USE THE FIRMWARE, OR OTHERWISE, NOR FOR
PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND,
EVEN IF HAUPPAUGE OR ITS SUPPLIERS AND LICENSORS HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION
OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO CERTAIN LIMITATIONS MAY NOT APPLY. YOU MAY ALSO
HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS.

WAIVER AND AMENDMENT. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless in writing and
signed by an officer of Hauppauge. No failure or delay in exercising
any right, power, or remedy under this Agreement shall operate as a
waiver of any such right, power or remedy. Without limiting the
foregoing, terms and conditions on any purchase orders or similar
materials submitted by you to Hauppauge, and any terms contained in
Hauppauges standard acknowledgment form that are in conflict with
these terms, shall be of no force or effect.

SEVERABILITY. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, such provision shall be
changed and interpreted so as to best accomplish the objectives of the
original provision to the fullest extent allowed by law and the
remaining provisions of this Agreement shall remain in full force and
effect.

EXPORT RESTRICTIONS. Each party acknowledges that the Firmware is
subject to applicable import and export regulations of the United
States and of the countries in which each party transacts business,
specifically including U.S. Export Administration Act and Export
Administration Regulations. Each party shall comply with such laws and
regulations, as well as all other laws and regulations applicable to
the Firmware. Without limiting the generality of the foregoing, each
party agrees that it will not export, re-export, transfer or divert
any of the Firmware or the direct programs thereof to any restricted
place or party in accordance with U.S. export regulations. Note that
Firmware containing encryption may be subject to additional
restrictions.

APPLICABLE LAWS. Claims arising under this Agreement shall be governed
by the laws of New York, excluding its principles of conflict of laws
and the United Nations Convention on Contracts for the Sale of
Goods. You may not export the Firmware in violation of applicable
export laws and regulations. Hauppauge is not obligated under any
other agreements unless they are in writing and signed by an
authorized representative of Hauppauge.

GOVERNMENT RESTRICTED RIGHTS. The Firmware is provided with
"RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government
is subject to restrictions as set forth in FAR52.227-14 and
DFAR252.227-7013 et seq. or their successors. Use of the Firmware by
the Government constitutes acknowledgment of Hauppauge's proprietary
rights therein. Contractor or Manufacturer is Hauppauge Computer
Works, Inc.  91 Cabot Court Hauppauge, NY 11788

TERMINATION OF THIS AGREEMENT. Hauppauge may terminate this Agreement
at any time if you violate its terms. Upon termination, you will
immediately destroy the Firmware or return all copies of the Firmware
to Hauppauge.
