MARVELL END USER LIMITED USE LICENSE AGREEMENT

The use of the "Software," as defined herein, is exclusively governed by the terms of this End User Limited Use License Agreement (the "Agreement") between MARVELL INTERNATIONAL LTD ("MARVELL") and you ("Licensee"). 

BY OPENING THE SOFTWARE PACKAGE AND CLICKING "I accept the terms in the License Agreement" OF ANY ELECTRONIC VERSION OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "I do not accept the terms in the License Agreement" AND CEASE ACCESSING OR USING THE SOFTWARE MADE AVAILABLE BY MARVELL.  

DEFINITIONS.  For purposes of this Agreement: 

(i)   "Marvell's Products" means certain proprietary Marvell Storage products of MARVELL which are incorporated in the equipment purchased by Licensee; and 

(ii)  "Software" means the MARVELL Windows Installer software, Storage or RAID software drivers and utilities, and Storage management software made available for download or otherwise provided to Licensee by MARVELL or its licensees during the term of this Agreement, together with any related written technical documents delivered to Licensee during the term of this Agreement.

LICENSE.  Subject to the terms and conditions of this Agreement, MARVELL grants to Licensee a non-transferable, non-exclusive, personal, revocable limited right to use the Software solely with MARVELL's Products as incorporated in the equipment purchased by Licensee and to make one (1) copy of the Software solely for back-up or archival purposes.  

RESTRICTIONS.  The Software is licensed, not sold.  Licensee may not use, disclose, reproduce, distribute or sell the Software except as expressly permitted in this Agreement.  In no event may Licensee modify the Software or distribute or sell the Software as a standalone product.  No license is granted to Licensee in any human readable code (source code) of the Software.   Licensee may not decrypt, disassemble, reverse assemble or reverse compile the Software.  Decryption, disassembly, reverse assembly and reverse compilation for the purpose of error correction are specifically prohibited.  Licensee may not remove, destroy, erase or otherwise obscure any MARVELL names, logos, copyright notices, trademarks, other proprietary markings or confidential legends on the Software (collectively, the "MARVELL Markings").  Licensee agrees to affix the MARVELL Markings to any copy of the Software.  Title to the Software shall remain solely with MARVELL.  No other rights are granted under this Agreement by implication, estoppel or otherwise.  MARVELL RESERVES AND RETAINS ALL RIGHTS NOT EXPLICITLY GRANTED HEREIN.  

CONFIDENTIAL INFORMATION.   "Confidential Information" means the Software; any portions, components or sub-files of the Software; and any trade secrets, confidential data or other confidential information relating to or used in the Software. Licensee shall not use or disclose Confidential Information except as expressly permitted hereunder, and shall use all reasonable efforts to protect its confidentiality.   Licensee agrees and acknowledges that the structure, sequence and organization of the Software are valuable trade secrets of MARVELL and constitute Confidential Information under this Agreement.  
NO SUPPORT.  Nothing in this Agreement shall obligate MARVELL, and MARVELL disclaims any obligation, to provide support for the Software, including but not limited to any obligation to correct defects or provide updates to the Software to Licensee. 

DISCLAIMER OF WARRANTIES.  THE DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  MARVELL DOES NOT MAKE ANY WARRANTY AS TO THE ACCURACY, SUFFICIENCY OR SUITABILITY FOR ANY PURPOSE WHATSOEVER OF THE SOFTWARE.  MARVELL DOES NOT MAKE ANY WARRANTIES HEREUNDER, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND FURTHER DISCLAIMS ANY WARRANTY RELATED TO FREEDOM FROM INTERFERENCE WITH ENJOYMENT OR FROM NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.  MARVELL DOES NOT WARRANT THAT THE SOFTWARE OR DESIGNS OF PRODUCTS THAT ARE BASED ON THE  SOFTWARE SHALL BE FREE FROM DEFECTS.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE LIES WITH LICENSEE.  

LIMITATION OF LIABILITY.   IN NO EVENT SHALL MARVELL OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR CONSEQUENTIAL, INCIDENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, OR FOR LICENSEE'S USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY,  LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING DUTY OF GOOD FAITH OR REASONABLE CARE), NEGLIGENCE, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER CLAIM FOR PECUNIARY OR OTHER LOSS WHATSOEVER, OR FROM ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER PARTY, EVEN IF MARVELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANY DAMAGES LICENSEE MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING BUT NOT LIMITED TO ALL DAMAGES REFERENCED ABOVE AND ALL GENERAL OR DIRECT DAMAGES), THE ENTIRE LIABILITY OF MARVELL AND ANY OF ITS LICENSORS OR SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT, AND LICENSEE'S EXCLUSIVE REMEDY FOR ANY OF THE FOREGOING, SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID FOR THE SOFTWARE ITSELF BY LICENSEE OR U.S. $1.  

TERMINATION.  Licensee may terminate this license by destroying the Software, including all related documentation, and all copies thereof.  This license will also terminate if Licensee fails to comply with any term or condition of this Agreement.  Upon termination, Licensee shall destroy the Software, including related documentation, and all copies thereof that are in Licensee's possession or control.  
 
NON-ASSIGNABILITY.  Licensee may not sell, transfer, assign or subcontract any right or obligation set forth in this Agreement without the prior written consent of MARVELL, and any attempt to do so shall be null and void.  

EXPORT CONTROL.  The Software may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and to export or import regulations in other countries.  Licensee agrees strictly to comply with all such regulations and acknowledges that Licensee has the obligation to obtain any licenses or post any notices required to export, re-export or import the Software or exercise its rights granted hereunder by MARVELL.  With respect to MARVELL's Confidential Information, Licensee, in the absence of appropriate U.S. government authorization, agrees: 1) not to reexport or release any of MARVELL's Confidential Information consisting of technology, software or source code controlled for national security reasons by the U.S. Export Control Regulations ("EAR") to a national of EAR Country Groups D:1 or E:2; 2) not to export the direct product of such technology or such software to EAR Country Groups D:1 or E:2, if such technology or software and direct products thereof are controlled for national security reasons by the EAR; and 3) in the case of Confidential Information controlled for national security reasons under the EAR where the direct product of such information is a complete plant or component of a plant, not to export to EAR Country Groups D:1 or E:2 the direct product of the plant or major component thereof, if such direct product is controlled for national security reasons by the EAR, or is subject to controls under the U.S. Munitions List.  At all times hereunder, Licensee agrees to comply with all applicable U.S export control laws with respect to any of MARVELL's Confidential Information.  This Export Control Section shall survive the termination or expiration of this Agreement.

MISCELLANEOUS.  This Agreement constitutes the entire agreement between MARVELL and Licensee with respect to the license of the Software, and supersedes and terminates all other prior or contemporaneous verbal or written agreements, proposals  or understandings with respect to the license of the Software.  No modifications to this Agreement shall be enforceable except when in writing and signed by an authorized signatory of MARVELL.  Failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision by MARVELL.  If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.  MARVELL and Licensee are independent contractors.  This Agreement shall be construed and governed by the laws of California, excluding its conflict of laws rules.  The parties expressly stipulate that the 1980 United States Convention on Contracts for the International Sale of Goods shall not apply.  All disputes arising out of this Agreement shall be subject to the jurisdiction of all the courts in California, and venue shall lie exclusively in California.