LICENSED SOFTWARE AGREEMENT
MANDATORY TERMS TO BE INCLUDED IN THE LICENSE AGREEMENT Notice: This is a legally binding contract between you (¡§You¡¨ and ¡§Your¡¨), and ASMedia Technology Inc (¡§we¡¨ and ¡§us¡¨ or ¡§our¡¨).
WE PROVIDE THE LICENSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. BY CLICKING ON THE ¡§ACCEPT¡¨ OR ¡§YES¡¨ BUTTON OR OTHERWISE ASSENT ELECTRONICALLY, BY INSTALLING OR USING LICENSED SOFTWARE, BY ACCESSING ANY WEB SITE OWNED OR CONNECTED TO US, YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. THIS AGREEMENT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO USING ANY VERSION OF LICENSED SOFTWARE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, LICENSED SOFTWARE WILL NOT BE LICENSED TO YOU. YOU SHOULD THEN DELETE ANY DOWNLOADED COPIES OF LICENSED SOFTWARE AND CEASE USING ANY LICENSED SOFTWARE, AND RELATED CONTENT OR SERVICES OF LICENSED SOFTWARE.
Proprietary Rights Provisions:
1 LICENSE:

> 1.1 An acknowledgment that although copyrighted, the Licensed Software is unpublished and embodies valuable trade secrets proprietary to us and/or our suppliers
> 1.2 A covenant prohibiting the copying of the Licensed Software, except for a reasonable backup:
> i. You may install and/or use one copy of Licensed Software on your single computer (a.) in which Licensed Software was pre-installed, (b.) with which the installer program of Licensed Software was bundled in a separate disc or (c.) specified by the manufacturer of such computer (¡§Authorized Computer¡¨). 1.3 A covenant prohibiting the end-user and you from providing access to the Licensed Software to any person for any purpose other than processing the end-user's internal data for the intended use of the Licensed Software.

2 RESTRICTIONS:

> 2.1 A covenant prohibiting disassembly, de-compilation, reverse and compile engineering of the Licensed Software, or otherwise analyze Licensed Software
> 2.2 You may not install or use Licensed Software on any computer other than Authorized Computer
> 2.3 You may not modify, convert, change, combine or create derivative works of Licensed Software
> 2.4 You may not delete or modify the copyright notice contained on or within Licensed Software.
> 2.5 You may not sublicense, rent, distribute, assign, transfer or otherwise dispose of Licensed Software and its license to any third party.
> 2.6 You may not use Licensed Software for any commercial or illegal purpose.
> 2.7 You may not copy, modify, erase or damage any information contained on computer servers used or controlled through Licensed Software or any third party used in connection with the Licensed Software.
> 2.8 You may not use Licensed Software to violate any legal right of any third party, including any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortuous, threatening, harmful or otherwise objectionable; or use any data mining, robots, or similar data gathering and or extraction tools in connection with Licensed Software.
> 2.9 U.S. Government Export Administration Act Compliance Clause. This license agreement shall include a covenant by which the End-User agrees to not export, license or otherwise transfer the Licensed Software in any form to any country where such transfer is prohibited by the United States Export Administration Act, or any successor legislation, or in violation of the laws of any other country.
> 2.10 U.S. Government Restricted Rights Clause. The license agreement shall provide that the Licensed Software is classified as "Commercial Computer Software" and the U.S. Government is acquiring only "Restricted Rights" in the Licensed Software and its Documentation.

3 RESERVATION OF RIGHTS:

> 3.1 Licensed Software and any authorized copies that you make are the intellectual property of us or our licensors. Licensed Software is protected by law, including, but not limited to, the copyright laws of Taiwan, U.S.A. and other applicable countries. We and our licensors reserve all rights in and to Licensed Software. Except as expressly stated herein, this license does not grant you any intellectual property rights in or to Licensed Software.

4 UPDATES:

> 4.1 If you acquire or purchase bug-fix, patch correction or update to Licensed Software (¡§Updates¡¨) and if you install, copy or otherwise use the same, Updates will be deemed as Licensed Software hereunder. It is your responsibility to ensure that you have the appropriate software, hardware and internet connection to operate the then-current version of Licensed Software.

5 NO SUPPORT:

> 5.1 You agree that we will not be liable for providing any support services (including, but not limited to, maintenance, Q&A support, technical consultation or troubleshooting) with regard to Licensed Software or Updates.
> 5.2 NOTICE: we may also modify the Licensed Software at any time without notice and may discontinue any service through website designated by us at any time without notice.

6 NO WARRANTY:

> LICENSED SOFTWARE IS PROVIDED ¡§AS IS¡¨ WITHOUT WARRANTY OF ANY KIND. WE DISCLAIMS ALL WARRANTIES FOR SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL WE. BE LIABLE WITH RESPECT TO ANY CLAIM BY YOU OR ANY THIRD PARTY ON ACCOUNT OF OR ARISING OUT OF THE USE OF SOFTWARE. USE OF LICENSED SOFTWARE IS AT YOUR OWN RISK. WE MAKE NO WARRANTY THAT LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT LICENSED SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

7 LIMITATION OF LIABILITY:

> THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF LICENSED SOFTWARE REMAINS WITH YOU. IN NO EVENT SHALL WE. BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR 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 OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE LICENSED SOFTWARE OR ANY PART THEREOF, EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8 INDEMNITY

> You agree to indemnify and hold us, and our parents, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, officers, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of or related to your violation of this agreement, or your violation of any law, regulation or third-party right.

9 TERMINATION:

> 9.1 Without prejudice to any other rights, your rights to use Licensed Software will be terminated automatically without notice, license agreement if you fail to comply with the terms and conditions of this license agreement. In this case, you must promptly destroy any and all of Licensed Software either in copies, full or partial and cease all use of Licensed Software.
> 9.2 This license agreement is effective until terminated by you, us, or the licensors.

10 GENERAL:

> 10.1 You agree that Licensed Software may not be shipped, transferred, exported or re-exported, directly or indirectly, into any country or used in any manner prohibited by the export control laws and regulations of Taiwan, U.S.A. and other countries.
> 10.2 This license agreement will be governed by and construed in accordance with laws of Taiwan. You agree that the exclusive jurisdiction with respect to any disputes which may arise between you and us in connection with this license agreement will be the Taiwan Shihlin District Court.
> 10.3 Even if any part of this license agreement is found void and unenforceable, it will not affect the validity of the remainder of this license agreement, which will remain valid and enforceable according to its terms.
> 10.4 This is the entire agreement between you and us relating to Licensed Software and it supersedes any prior representations or communications relating thereto.
> 10.5 This license agreement will be amended from time to time in our sole discretion and you will always comply with the terms and conditions of any versions of this license agreement.