June 1, 2006 CHELSIO END USER LICENSE AGREEMENT IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE CAREFULLY BEFORE DOWNLOADING OR OTHERWISE USING THE SOFTWARE OR ANY ASSOCIATED DOCUMENTATION OR OTHER MATERIALS (COLLECTIVELY, THE "SOFTWARE"). BY CLICKING ON THE "OK" OR "ACCEPT" BUTTON YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON TO TERMINATE THE INSTALLATION PROCESS. 1. License. Chelsio Communications, Inc. ("Chelsio") hereby grants you, the Licensee, and you hereby accept, a limited, non-exclusive, non-transferable license to install and use the Software with one or more Chelsio network adapters on a single server computer for use in communicating with one or more other computers over a network. You may also make one copy of the Software in machine readable form solely for back-up purposes, provided you reproduce Chelsio's copyright notice and any proprietary legends included with the Software or as otherwise required by Chelsio. 2. Restrictions. This license granted hereunder does not constitute a sale of the Software or any copy thereof. Except as expressly permitted under this Agreement, you may not: (i) reproduce, modify, adapt, translate, rent, lease, loan, resell, distribute, or create derivative works of or based upon, the Software or any part thereof; or (ii) make available the Software, or any portion thereof, in any form, on the Internet. The Software contains trade secrets and, in order to protect them, you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. You assume full responsibility for the use of the Software and agree to use the Software legally and responsibly. 3. Ownership of Software. As Licensee, you own only the media upon which the Software is recorded or fixed, but Chelsio retains all right, title and interest in and to the Software and all subsequent copies of the Software, regardless of the form or media in or on which the Software may be embedded. 4. Confidentiality. You agree to maintain the Software in confidence and not to disclose the Software, or any information or materials related thereto, to any third party without the express written consent of Chelsio. You further agree to take all reasonable precautions to limit access of the Software only to those of your employees who reasonably require such access to perform their employment obligations and who are bound by confidentiality agreements with you. 5. Term. This license is effective in perpetuity, unless terminated earlier. You may terminate the license at any time by destroying the Software (including the related documentation), together with all copies or modifications in any form. Chelsio may terminate this license, and this license shall be deemed to have automatically terminated, if you fail to comply with any term or condition of this Agreement. Upon any termination, including termination by you, you must destroy the Software (including the related documentation), together with all copies or modifications in any form. 6. Limited Warranty. If Chelsio furnishes the Software to you on media, Chelsio warrants only that the media upon which the Software is furnished will be free from defects in material or workmanship under normal use and service for a period of thirty (30) days from the date of delivery to you. CHELSIO DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR ANY PART THEREOF. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, CHELSIO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state. 7. Remedy for Breach of Warranty. The sole and exclusive liability of Chelsio and its distributors, and your sole and exclusive remedy, for a breach of the above warranty, shall be the replacement of any media furnished by Chelsio not meeting the above limited warranty and which is returned to Chelsio. If Chelsio or its distributor is unable to deliver replacement media which is free from defects in materials or workmanship, you may terminate this Agreement by returning the Software. 8. Limitation of Liability. IN NO EVENT SHALL CHELSIO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE LICENSE OR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR LOSS OF ANTICIPATED PROFITS, EVEN IF CHELSIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CHELSIO'S LIABILITY ARISING OUT OF OR RELATED TO THE LICENSE OR USE OF THE SOFTWARE EXCEED THE AMOUNTS PAID BY YOU FOR THE LICENSE GRANTED HEREUNDER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 9. High Risk Activities. The Software is not fault- tolerant and is not designed, manufactured or intended for use or resale as online equipment control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. Chelsio specifically disclaims any express or implied warranty of fitness for any high risk uses listed above. 10. Export. You acknowledge that the Software is of U.S. origin and subject to U.S. export jurisdiction. You acknowledge that the laws and regulations of the United States and other countries may restrict the export and re- export of the Software. You agree that you will not export or re-export the Software or documentation in any form in violation of applicable United States and foreign law. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end- use, and destination restrictions issued by U.S. and other governments. 11. Government Restricted Rights. The Software is subject to restricted rights as follows. If the Software is acquired under the terms of a GSA contract: use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract. If the Software is acquired under the terms of a DoD or civilian agency contract, use, duplication or disclosure by the Government is subject to the restrictions of this Agreement in accordance with 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors and 49 C.F.R. 227.7202-1 of the DoD FAR Supplement and its successors. 12. General. You acknowledge that you have read this Agreement, understand it, and that by using the Software you agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between Chelsio and you, and supersedes any proposal or prior agreement, oral or written, and any other communication between Chelsio and you relating to the subject matter of this Agreement. No additional or any different terms will be enforceable against Chelsio unless Chelsio gives its express consent, including an express waiver of the terms of this Agreement, in writing signed by an officer of Chelsio. This Agreement shall be governed by California law, except as to copyright matters, which are covered by Federal law. You hereby irrevocably submit to the personal jurisdiction of, and irrevocably waive objection to the laying of venue (including a waiver of any argument of forum non conveniens or other principles of like effect) in, the state and federal courts located in Santa Clara County, California, for the purposes of any litigation undertaken in connection with this Agreement. Should any provision of this Agreement be declared unenforceable in any jurisdiction, then such provision shall be deemed severable from this Agreement and shall not affect the remainder hereof. All rights in the Software not specifically granted in this Agreement are reserved by Chelsio. You may not assign or transfer this Agreement (by merger, operation of law or in any other manner) without the prior written consent of Chelsio and any attempt to do so without such consent shall be void and shall constitute a material breach of this Agreement. Should you have any questions concerning this Agreement, you may contact Chelsio by writing to: Chelsio Communications, Inc. 735 N Pastoria Avenue, Sunnyvale, CA 94085