AMD Bettong 041118

*INSYDE SOFTWARE LICENSE AGREEMENT*

REDISTRIBUTION NOT PERMITTED

IMPORTANT -- READ CAREFULLY BEFORE DOWNLOADING THIS SOFTWARE: This License Agreement ("License Agreement") is a legal agreement between you (either an individual or an entity) and Insyde Software, Inc. and its affiliates, suppliers and licensors (collectively "ISI") for the BIOS Software ("Software"). By clicking on the "Accept" button, downloading, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement.IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT DOWNLOAD THE SOFTWARE.

YOU AGREE THAT YOUR DOWNLOADING OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. GRANT OF LICENSE.
ISI hereby grants to you a non-exclusive license to use the object code form of the Software for thirty (30) days solely for the purpose of evaluating the Software on your hardware or a chip set reference platform. The start of the thirty (30) day period begins with the date you agree to the terms of this License Agreement.

2. LICENSE RESTRICTIONS.

a) You may not: (i) permit other individuals to use the Software except under the terms listed herein; (ii) modify, upgrade, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software; (iii) copy, reproduce, distribute, export, sublicense, rent, lease, transfer, or otherwise transfer rights to the Software; (iv) remove any proprietary notices or labels on the Software.

b) You agree that you shall only use the Software in a manner that complies with all applicable laws in the jurisdictions in which you use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

3. ENHANCEMENTS.
This license does not grant you any right to any enhancement, upgrade, update or support of the Software.

4. TITLE.
Title, ownership, rights, and intellectual property rights in and to the Software shall remain in ISI and/or its suppliers. The Software is protected by the copyright laws of the United States and international copyright treaties.

5. WARRANTIES AND LIABILITIES.

The following terms apply:

DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ISI FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ISI OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF ISI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ISI's TOTAL LIABLITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. INDEMNIFICATION.
You agree to hold harmless, indemnify and defend ISI, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims connected with your use of this Software, whether or not permitted by this License Agreement. If you are importing the Software from the United States, you shall indemnify and hold ISI harmless from and against any import and export duties or other claims arising from such importation.

7. TERMINATION.
This License Agreement will automatically terminate if you fail to comply with any term hereof. No notice shall be required from ISI to effect such termination. You may also terminate this License Agreement at any time by notifying ISI in writing of termination. Upon any termination of this License Agreement, you shall immediately discontinue use of the Software and shall within three (3) days returns to ISI, or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by ISI.

8. NO ASSIGNMENT.
This Agreement may not be assigned without ISI's express written consent. In the event that you are an entity that merges with another entity or are acquired by another entity during the Term, you shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made. If ISI does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition, ISI may terminate this Agreement on thirty (30) days' written notice. Both parties shall perform under this Agreement until such termination is effective.

9. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS.
This Software and documentation are provided with RESTRICTED RIGHTS. You acknowledge that this Software may be subject to the export control laws and regulations of the United States, and any amendments thereof. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List; or (iii) to any one you know or have reason to know will utilize this Software in the development or production of nuclear, chemical or biological weapons. By downloading the Software you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. or other Government export controls. You further acknowledge that the Software may include technical data subject to export and re-export restrictions imposed by United States law. You shall, at your own expense, obtain and arrange for the maintenance in full force and effect of all governmental approvals, consents, licenses, authorizations, declarations, filings and registrations as may be necessary or advisable for the performance of all of the terms and conditions of the Agreement, including but not limited to, foreign exchange approvals, import and offer agent licenses, fair trade approvals and all approvals which may be required to realize the purposes of the Agreement.

10. MISCELLANEOUS.
This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by ISI or not. The acceptance of any purchase orders you place is expressly made conditional on your consent to the terms set forth herein. The Software that ISI provides to you is subject to the terms and conditions contained in this License Agreement. ISI reserves the right to update the License Agreement at any time, but will inform you (including via email) and obtain your consent for such update. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts. Any and all unresolved disputes relating in any way to, or arising out of, the Software, your use of the Software or this License Agreement shall be submitted to arbitration in the Commonwealth of Massachusetts; except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner which violates or may violate ISI's intellectual property rights, or may cause continuing or irreparable harm to ISI (including, but not limited to, any breach that may impact ISI's intellectual property rights, or a breach by reverse engineering), ISI may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

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