

IMPORTANT:  READ BEFORE INSTALLING THE SOFTWARE

U.S. Robotics END USER SOFTWARE LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS 
BEFORE INSTALLING AND USING THIS PRODUCT, THE USE OF WHICH IS 
LICENSED BY U.S. Robotics CORPORATION ("U.S. Robotics") TO ITS 
CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. INSTALLING OR 
USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE 
TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND 
CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. 
YOU SHOULD RETURN THE ENTIRE PRODUCT WITH THE SOFTWARE UNUSED TO 
THE SUPPLIER WHERE YOU OBTAINED IT, OR, IF YOU DOWNLOADED THE 
SOFTWARE, YOU SHOULD DELETE ALL DOWNLOADED FILES FOR THE SOFTWARE 
FROM YOUR COMPUTER.

LICENSE:  U.S. Robotics grants you a nonexclusive, 
nontransferable (except as specified herein) license to use the 
accompanying software program(s) in executable form (the 
"Software") and accompanying documentation (the "Documentation"), 
subject to the terms and restrictions set forth in this 
Agreement. You are not permitted to lease, rent, distribute or 
sublicense (except as specified herein) the Software or 
Documentation or to use the Software or Documentation in a time-
sharing arrangement or in any other unauthorized manner. 
Further, no license is granted to you in the human readable code 
of the Software (source code).  Except as provided below, this 
Agreement does not grant you any rights to patents, copyrights, 
trade secrets, trademarks, or any other rights with respect to 
the Software or Documentation.

Subject to the restrictions set forth herein, the Software is 
licensed for your internal use and is to be used on only one (1) 
personal computer at a time, which is owned by or leased to you. 
You may not copy the Software or its Documentation, except that 
you may make one (1) copy of the Software for backup or archive 
purposes in support of your use of the Software as permitted 
hereunder.  Any copy of the Software and Documentation must 
contain U.S. Robotics's and its licensors' proprietary rights and 
copyright notices in the same form as on the original.  You agree 
not to remove or deface any portion of any legend provided on any 
licensed program or documentation delivered to you under this 
Agreement.

ASSIGNMENT; NO REVERSE ENGINEERING:  You may transfer the 
Software, Documentation and the licenses granted herein to 
another party in the same country in which you obtained the 
Software and Documentation if the other party agrees in writing 
to accept and be bound by the terms and conditions of this 
Agreement. If you transfer the Software and Documentation, you 
must at the same time either transfer all copies of the Software 
and Documentation to the party or you must destroy any copies not 
transferred. Except as set forth above, you may not assign or 
transfer your rights under this Agreement.

Modification, creation of derivative works, reverse engineering, 
reverse compiling, or disassembly of the Software are expressly 
prohibited.  However, if you are a European Community ("EC") 
resident, information necessary to achieve interoperability of 
the Software with other programs within the meaning of the EC 
Directive on the Legal Protection of Computer Programs is 
available to you from U.S. Robotics upon written request.

EXPORT RESTRICTIONS:  The Software, including the Documentation 
and all related technical data (and any copies thereof) 
(collectively "Technical Data"), is subject to United States 
Export control laws and may be subject to export or import 
regulations in other countries.  In addition, the Technical Data 
covered by this Agreement may contain data encryption code which 
is unlawful to export or transfer from the United States or 
country where you legally obtained it without an approved U.S. 
Department of Commerce export license and appropriate foreign 
export or import license, as required.  You agree that you will 
not export or re-export the Technical Data (or any copies 
thereof) or any products utilizing the Technical Data in 
violation of any applicable laws or regulations of the United 
States or the country where you legally obtained it. You are 
responsible for obtaining any licenses to export, re-export or 
import the Technical Data. In addition to the above, the Product 
may not be used, exported or re-exported (i) into or to a 
national or resident of any country to which the U.S. has 
embargoed; or (ii) to any one on the U.S. Commerce Department's 
Table of Denial Orders or the U.S. Treasury Department's list of 
Specially Designated Nationals.

TRADE SECRETS; TITLE:  You acknowledge and agree that the 
structure, sequence and organization of the Software are the 
valuable trade secrets of U.S. Robotics and its suppliers. You 
agree to hold such trade secrets in confidence. You further 
acknowledge and agree that ownership of, and title to, the 
Software and Documentation and all subsequent copies thereof 
regardless of the form or media are held by U.S. Robotics and its 
suppliers.

UNITED STATES GOVERNMENT LEGENDS:  The Software, Documentation 
and any other technical data provided hereunder is commercial in 
nature and developed solely at private expense.  The Software is 
delivered as "Commercial Computer Software" as defined in DFARS 
252.227-7014 (June 1995) or as a commercial item as defined in 
FAR 2.101(a) and as such is provided with only such rights as are 
provided in this Agreement, which is U.S. Robotics's standard 
commercial license for the Software. Technical data is provided 
with limited rights only as provided in DFAR 252.227-7015 (Nov. 
1995) or FAR 52.227-14 (June 1987), whichever is applicable.

TERM AND TERMINATION:  This Agreement and license will expire 
fifty (50) years from the date that you install the Software and 
Documentation, if it is not terminated earlier. You may terminate 
it at any time by destroying the Software and Documentation 
together with all copies and merged portions in any form. It will 
also terminate immediately if you fail to comply with any term or 
condition of this Agreement. Upon such termination you agree to 
destroy the Software and Documentation, together with all copies 
and merged portions in any form.

LIMITED WARRANTIES AND LIMITATION OF LIABILITY:   All warranties 
and limitations of liability applicable to the Software are as 
stated on the Limited Warranty Card, the product manual, or other 
Documentation, whether in paper or electronic form, accompanying 
the Software.  Such warranties and limitations of liability are 
incorporated herein in their entirety by this reference.

GOVERNING LAW:   This Agreement shall be governed by the laws of 
the State of California, U.S.A. excluding its conflicts of laws 
principles and excluding the United Nations Convention on 
Contracts for the International Sale of Goods.

SEVERABILITY:  In the event any provision of this Agreement is 
found to be invalid, illegal or unenforceable, the validity, 
legality and enforceability of any of the remaining provisions 
shall not in any way be affected or impaired and a valid, legal 
and enforceable provision of similar intent and economic impact 
shall be substituted therefor.

ENTIRE AGREEMENT:  This Agreement sets forth the entire 
understanding and agreement between you and U.S. Robotics and 
supersedes all prior agreements, whether written or oral, with 
respect to the Software and Documentation, and may be amended 
only in a writing signed by both parties.

Should you have any questions concerning this Agreement or if you 
desire to contact U.S. Robotics for any reason, please contact 
the U.S. Robotics subsidiary serving your country, or write: U.S. 
Robotics Corporation, Customer Support Information, 935 National 
Parkway, Schaumburg, IL 60173.

U.S. Robotics is a registered trademark of U.S. Robotics Corporation.
U.S. Robotics Corporation
935 National Parkway
Schaumburg, IL 60173
(847) 874-2000

 Copyright 2001, 2002,  U.S. Robotics Corporation.  All rights reserved