YOU MUST READ THE SOFTWARE LICENSE AGREEMENT ACCOMPANYING THIS SOFTWARE BEFORE USING IT. CLICK ON THE BUTTON THAT STATES “I AGREE” TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD, AND THAT YOU AGREE TO THE SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE, CLICK ON THE BUTTON THAT STATES “CANCEL”. BY CLICKING THE “CANCEL” BUTTON, YOU WILL NOT BE PERMITTED TO INSTALL OR USE THE SOFTWARE.

1. Grant of license

This Software License Agreement (the “Agreement”) is being entered into by and between Proxim Corporation, with its principal place of business in Sunnyvale, California (“Proxim”) and the entity (including its agents and employees) which has accepted and agreed to the terms of this Agreement by clicking the “I Accept” button (“Licensee”).

1.1 License. Subject to the limitations set forth in this Paragraph 1 and in Paragraph 2, Proxim grants Licensee a non-exclusive, non-transferable, personal license, with no right to sublicense and solely for Licensee’s internal use, to use, in executable object code form only, the Proxim software and firmware (i) included on the CD-ROM accompanying this Agreement and (ii) any software or firmware downloaded from Proxim’s web site by any Proxim software or equipment, and all associated documentation (collectively, the “Software”) for the purpose of using or installing Proxim equipment at Licensee’s place(s) of business. Licensee may use the Software only in connection with equipment manufactured by or for Proxim (“Proxim equipment”) and sold by Proxim or its authorized distributors or value added resellers.

1.2 Reservation of Rights. All rights not expressly granted to Licensee in Paragraph 1.1 are reserved to Proxim.

1.3 Upgrades. Licensee acknowledges that Proxim is under no obligation to create modifications, updates, upgrades, maintenance releases, revisions, patches, enhancements, fixes, new developments and releases, improvements or derivative works related to or based upon the Software (the “Upgrades”). If Proxim creates any Upgrades during the term of this Agreement, Proxim may include Licensee on communications or notices regarding such Upgrades, if any, and may make such Upgrades available to Licensee on terms reasonably similar to those provided to other similarly situated Proxim licensees.

1.4 Term. The term of this Agreement begins on the date that the Software is first installed and used by Licensee (the “Start Date”) and shall continue indefinitely unless terminated sooner by Proxim.

2. Intellectual Property Rights and confidentiality

2.1 Ownership. Licensee acknowledges that Proxim is the owner or licensee of the Software and all intellectual property rights in, to and under the Software, including all patent, copyright, trademark, trade secret and mask work rights. Licensee agrees not to directly or indirectly contest or in any other manner impugn Proxim’s intellectual property rights relating to the Software, or the enforceability of this Agreement, nor shall Licensee willingly become a party adverse to Proxim in litigation in which a third party contests same. Notwithstanding the first sentence of this Paragraph 2.1, if Licensee is held to, or becomes the owner of any rights to the Software, Licensee hereby assigns permanently the entirety of such rights to Proxim and agrees to execute any necessary documents to effect such assignment.

2.2 No Modification or Copying. Licensee shall not modify, alter, change, reproduce, reduce, reverse engineer, dissemble, decompile, decode, distribute or copy the Software, any files, data or other materials derived therefrom, or derive any algorithms therefrom, and shall use its best efforts to prevent third parties from doing the same. Notwithstanding the foregoing, Licensee may create one backup copy of the Software for archival and maintenance purposes only. Licensee will return all copies of the Software to Proxim when Licensee chooses to permanently cease using the Software or when this Agreement is terminated.

2.3 Intellectual Property Notices. Licensee agrees that Proxim’s patents, copyrights, trademarks and mask works, the right to register the same and the goodwill associated therewith, belong exclusively to Proxim. Licensee agrees not to remove, modify, obfuscate or alter any patent, copyright or trademark notice or other proprietary or restrictive notice or legend contained or included in or on the Software.

2.4 Usage. Licensee agrees that the Software will be installed and used only to operate Proxim equipment in a manner consistent with the provisions of this Agreement and any agreement relating to Licensee’s use of any Proxim equipment. Licensee will only use the Software on a single microcomputer installation.

2.5 Confidential Information. The Software and related technology and any training materials provided to Licensee, its agents or employees (“Confidential Information”), contain the know-how, trade secrets and other valuable, confidential and proprietary information of Proxim. Licensee shall maintain, safeguard and protect the Confidential Information and shall use its best efforts to prevent unauthorized access or use by third parties. Licensee shall not duplicate, publicize or disclose any Confidential Information without Proxim’s prior written permission. Licensee shall limit use of, and access to, the Software to its employees who must have use of and access to the Software for the proper operation and/or maintenance of the Software by Licensee.

3. Software SPECIFICATIONS, CONFIGURATION, engineering and system design

3.1 Proxim may, without notice to Licensee, make changes to the specifications of the Software.

3.2 Licensee is solely responsible for the engineering, design, integration and normal preventative and remedial maintenance of Licensee’s system, including the Software used in Licensee’s system. This Agreement does not entitle Licensee to any maintenance, training, customization, debugging, error correction or other technical support for the Software.

3.3 Proxim is not responsible for the satisfactory operation of the Software in conjunction with any other manufacturer’s equipment or software, or for any losses which may occur as a result of any failure of the Software to operate in conjunction with any other manufacturer’s equipment or software.

4. Termination

4.1 Proxim may terminate this Agreement and the accompanying license without incurring any liability to Licensee upon the occurrence of any of the following:

(a) Licensee breaches any of the obligations set forth in this Agreement;

(b) Licensee makes any unauthorized modifications to the Software;

(c) Licensee assigns or transfers its rights under this Agreement without the written consent of Proxim;

(d) Licensee ceases, or threatens to cease, to carry on its business in the ordinary course, including without limitation maintaining the ability to meet its obligations as they mature, or transfers all or substantially all of its property;

(e) Proceedings in bankruptcy, insolvency, receivership or liquidation are instituted by or against Licensee, a receiver in bankruptcy is applied for or appointed, Licensee makes an assignment for the benefit of creditors, or commits an act of bankruptcy or insolvency;

(f) The Software is seized or confiscated; or

(g) Proxim believes, in good faith, that the ability of Licensee to perform its obligations under this Agreement is impaired, or that any of the events listed above is about to occur.

4.2 In the event Proxim terminates the Agreement, payment for all outstanding invoices shall become immediately due and payable despite any other agreements to the contrary and Licensee shall immediately discontinue all use of the Software and at Proxim’s request, destroy or return the same promptly and certify that such action was taken.

5. limited software MEDIA warranty

5.1 Proxim warrants that for a period of ninety (90) days from the date on which the Software was shipped to Licensee (the “Shipping Date”) that the physical materials embodying the Software are free from defects in materials and workmanship under normal use (the “Software Media Warranty”).

5.2 Proxim will replace the materials embodying the Software if there are physical defects in the same, at no charge to Licensee, provided Licensee returns the item to be replaced, with the applicable receipt, postage prepaid during the ninety (90) day period following the Shipping Date.

5.3 Proxim’s entire liability under this Paragraph 5 and Licensee’s exclusive remedy shall be replacement by Proxim of the relevant media that fails the Software Media Warranty and is returned to Proxim with a copy of Licensee’s receipt.

6. LIMITATIONS AND QUALIFICATIONS OF The limited WARRANTY

6.1 The Software Media Warranty does not apply to any damage, defect or failure caused by:

(a) the Software having been modified, adapted, repaired, or improperly installed, operated, maintained, transported or relocated by any person other than Proxim personnel or a Proxim authorized service agent, without Proxim’s prior written consent;

(b) storage or environmental conditions which do not conform to the applicable sections of the appropriate Proxim manual;

(c) failure to conform with the installation, operating and maintenance Instructions of the appropriate Proxim manual;

(d) external causes, including external electrical stress or lightning, or use in conjunction with incompatible equipment, unless such use was with Proxim’s prior written consent;

(e) accidental damage, negligence, neglect, mishandling, abuse or misuse, other than by Proxim personnel or a Proxim authorized service agent; or

(f) Force Majeure.

6.2 Any misuse or unauthorized modification of the Software will void the Software Media Warranty.

7. LIMITATIONS OF RIGHTS AND disclaimer of other warranties

7.1 THE SOFTWARE MEDIA WARRANTY CONTAINS LlMITATIONS ON LICENSEE’S RIGHTS AND REMEDIES AGAINST PROXIM UNDER THE AGREEMENT. LICENSEE ACKNOWLEDGES HAVING READ, UNDERSTOOD AND AGREED TO THOSE LIMITATIONS.

7.2 Proxim does not warrant that the functions contained in the Software will meet Licensee’s requirements or that the Software’s operation will be uninterrupted and free of system and design bugs, errors or defects. EXCEPT AS PROVIDED HEREIN, SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. ALL OTHER WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. The warranty and remedies set forth above are exclusive and in lieu of all others, oral or written, express or implied. No dealer, agent, or employee is authorized to make any modification, extension, or addition to this warranty.

8. limitation of liability

PROXIM SHALL NOT BE LIABLE TO LICENSEE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE THAT IS SUBJECT TO THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, AND EVEN IF PROXIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. IN NO CASE WILL PROXIM BE LIABLE FOR ANY REPRESENTATION OR WARRANTY MADE TO ANY THIRD PARTY BY LICENSEE OR ANY AGENT OF LICENSEE. PROXIM’S TOTAL LIABILITY TO LICENSEE SHALL NOT EXCEED THE PURCHASE PRICE OF THE SINGLE TSUNAMI® QUICKBRIDGE PURCHASED BY LICENSEE ON WHICH THE SOFTWARE IS RUN.

9. indemnities.

9.1 Intellectual Property Indemnification. Proxim will defend, indemnify and hold Licensee harmless from liability resulting from misappropriation of any trade secret or infringement of any United States copyright or United States patent by the Software if Licensee (i) notifies Proxim within twenty (20) days of the assertion of any such claim and (ii) cooperates with Proxim in the resolution of any such claim, including permitting Proxim to control the defense and settlement of such claim. Proxim shall not be liable for any infringement or misappropriation claims related to (i) modification of the Software; (ii) combination of the Software with equipment or software not supplied by Proxim; or (iii) use of other than the most current version of the Software if the claim would have been avoided by use of the current version. Proxim may, at its sole option, (i) obtain for Licensee at Proxim's cost the continued right to use the Software, (ii) replace or modify the Software so that it is no longer infringing but remains functionally equivalent; or (iii) terminate this Agreement. THE FOREGOING STATES LICENSEE’S SOLE AND EXCLUSIVE REMEDY AND PROXIM'S SOLE AND EXCLUSIVE LIABILITY FOR ANY ALLEGED INFRINGEMENT OF ANY THIRD-PARTY PROPERTY RIGHTS.

9.2 Licensee Indemnification. Licensee shall indemnify and hold harmless Proxim (including its directors, officers, employers and agents) against any and all claims (including all expenses and reasonable attorneys’ fees) arising from or relating to the operation of the Software due to, in whole or in part, Licensee’s (including its agents’ or employees’) negligence, gross negligence or misconduct.

10. ENTIRE AGREEMENT

10.1 This Agreement shall constitute the entire agreement between Proxim and Licensee regarding licensing of the Software.

10.2 Any terms and/or conditions of sale, which may be included on Licensee's purchase order form or any communication from Licensee, that in any manner modify, limit or contradict the terms and conditions of this Agreement, shall NOT become a part of the agreement between Proxim and Licensee unless expressly agreed to in writing by both Proxim and Licensee.

10.3 Proxim's failure to object to any terms and/or conditions of sale contained in any communication from Licensee shall not be considered acceptance of such terms and/or conditions or a waiver of the terms and conditions contained herein.

10.4 No variation of the Agreement shall be binding unless agreed to in writing by authorized representatives of Proxim and Licensee.

11. MISCELLANEOUS

11.1 Export Provisions. Licensee shall not, whether directly or indirectly (including facilitating a third party) export or re-export the Software outside the country in which Licensee has stated the Software is to be used without obtaining the licenses or permits required under all applicable rules and regulations. Licensee shall indemnify Proxim against any liability incurred by Proxim due to any violation by Licensee of any of the provisions of this Paragraph 11.1. Upon receipt of a governmental consent to export, Licensee shall immediately notify Proxim in writing.

11.2 Assignment. This Agreement shall inure to the benefit of Proxim’s successors and assigns. Without Proxim’s prior written consent, Licensee shall not assign, sublicense or transfer, whether by operation of law or otherwise, Licensee’s rights or obligations under this Agreement. Any assignments made in violation of this Paragraph 11.2 shall be void.

11.3 Governing Law. The Agreement shall be governed by the laws of the State of California, without reference to its conflicts of laws provisions. Notwithstanding the foregoing, Proxim may enforce the provisions of the Agreement in accordance with the laws of the jurisdiction in which the Software is situated. This Agreement shall be deemed to have been made in and entered into in the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

11.4 Arbitration. Any dispute, controversy or claim arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, shall be finally resolved by arbitration under the International Arbitration Rules of the American Arbitration Association, which rules are deemed incorporated by reference into this Paragraph. The place of arbitration shall be Sunnyvale, California. The number of arbitrators shall be one. The language of arbitration shall be English. If either party is successful in any arbitration between the parties based on the Agreement, the successful party shall recover from the other, in addition to direct damages, the successful party’s reasonable attorney’s fees and other costs of arbitration. This arbitration provision shall not preclude a party from obtaining equitable relief in any court of competent jurisdiction.

11.5 Force Majeure. Proxim (including its agents and employees) shall not be liable if its performance of the Agreement becomes commercially impractical due to any contingency beyond Proxim's reasonable control, including acts of God, fires, floods, wars, terrorist acts, sabotage, civil unrest, accidents, labor disputes or shortages, government laws, rules and regulations, whether valid or invalid, inability to obtain material, equipment or transportation, incorrect, delayed or incomplete specifications, drawings or data supplied by Licensee or others (collectively "Force Majeure").

11.6 Notices. All requests, instructions and notices from one party to the other must be in writing and may be given via registered post, overnight delivery service or facsimile transmission to the address of the parties shown on the quotation or order acknowledgment.

11.7 General Terms. The Paragraph and Subparagraph headings in the Agreement are for convenience of reference only and shall not affect the meaning or interpretation of the same. Any provision of the Agreement which is, or is deemed to be, unenforceable in any jurisdiction shall be severable from the Agreement in that jurisdiction without in any way invalidating the remaining portions of the Agreement, and that unenforceability shall not make that provision unenforceable in any other jurisdiction.

11.8 Governing Language. The parties have required that the Agreement and all contracts, documents or notices relating hereto be in the English language. If this Agreement is translated into another language, the English language version shall control if any dispute arises over the interpretation of the wording.

11.9 Waiver. No waiver by Proxim of any breach of this Agreement shall be considered a waiver of any subsequent breach of the same or any other provision.

11.10 Survivability. The terms and conditions set forth in Paragraphs 2 (Intellectual Property Rights and Confidentiality), 8 (Limitation of Liability) and Paragraph 9 (Indemnities) shall be and remain enforceable despite the suspension, expiration or termination of this Agreement.