END-USER FIRMWARE LICENSE AGREEMENT

IMPORTANT - PLEASE READ BEFORE COPYING, INSTALLING OR USING.

Do not use or load this firmware image (the "Firmware") until you have
carefully read the following terms and conditions. By loading or using
the Firmware, you agree to the terms of this Agreement. If you do not
wish to so agree, do not install or use the Firmware.

LICENSEES: Please note:

* If you are an End-User, only the END-USER FIRMWARE LICENSE AGREEMENT
  applies (this license).

* If you are an Original Equipment Manufacturer (OEM), Independent
  Hardware Vendor (IHV), or Independent Firmware Vendor (ISV), the
  OEM/IHV/ISVFIRMWARE LICENSE AGREEMENT applies, as well as the
  END-USER FIRMWARE LICENSE AGREEMENT (this license).

LICENSE. You may copy and use the Firmware, subject to these conditions:

1. This Firmware is licensed for use only in conjunction with
   Hauppauge component products. Use of the Firmware in conjunction
   with non-Hauppauge component products is not licensed hereunder.

2. You may not copy, modify, rent, sell, distribute or transfer any
   part of the Firmware except as provided in this Agreement, and you
   agree to prevent unauthorized copying of the Firmware.

3. You may not reverse engineer, decompile, or disassemble the Firmware.

4. You may not sublicense the Firmware.

5. The Firmware may contain the firmware or other property of third party
   suppliers.

TRADEMARKS. Except as expressly provided herein, you shall not use
Hauppauge's name in any publications, advertisements, or other
announcements without Hauppauge's prior written consent. You do not
have any rights to use any Hauppauge trademarks or logos.

OWNERSHIP OF FIRMWARE AND COPYRIGHTS. Title to all copies of the
Firmware remains with Hauppauge or its suppliers. The Firmware is
copyrighted and protected by the laws of the United States and other
countries, and international treaty provisions. You may not remove any
copyright notices from the Firmware. Hauppauge may make changes to the
Firmware, or items referenced therein, at any time without notice, but
is not obligated to support or update the Firmware. Except as
otherwise expressly provided, Hauppauge grants no express or implied
right under Hauppauge patents, copyrights, trademarks, or other
intellectual property rights. You may transfer the Firmware only if a
copy of this license accompanies the Firmware and the recipient agrees
to be fully bound by these terms.

EXCLUSION OF WARRANTIES.
THE FIRMWARE IS PROVIDED "AS IS" AND POSSIBLY WITH FAULTS. UNLESS
EXPRESSLY AGREED OTHERWISE, HAUPPAUGE AND ITS SUPPLIERS AND LICENSORS
DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Hauppauge does not warrant or assume responsibility for the accuracy
or completeness of any information, text, graphics, links or other
items contained within the Firmware. You assume all liability,
financial or otherwise, associated with Your use or disposition of the
Firmware.

LIMITATION OF LIABILITY. IN NO EVENT SHALL HAUPPAUGE OR ITS SUPPLIERS
AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER FROM ANY CAUSE OF
ACTION OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE,
MODIFICATION, OR INABILITY TO USE THE FIRMWARE, OR OTHERWISE, NOR FOR
PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND,
EVEN IF HAUPPAUGE OR ITS SUPPLIERS AND LICENSORS HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION
OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO CERTAIN LIMITATIONS MAY NOT APPLY. YOU MAY ALSO
HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS.

WAIVER AND AMENDMENT. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless in writing and
signed by an officer of Hauppauge. No failure or delay in exercising
any right, power, or remedy under this Agreement shall operate as a
waiver of any such right, power or remedy. Without limiting the
foregoing, terms and conditions on any purchase orders or similar
materials submitted by you to Hauppauge, and any terms contained in
Hauppauges standard acknowledgment form that are in conflict with
these terms, shall be of no force or effect.

SEVERABILITY. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, such provision shall be
changed and interpreted so as to best accomplish the objectives of the
original provision to the fullest extent allowed by law and the
remaining provisions of this Agreement shall remain in full force and
effect.

EXPORT RESTRICTIONS. Each party acknowledges that the Firmware is
subject to applicable import and export regulations of the United
States and of the countries in which each party transacts business,
specifically including U.S. Export Administration Act and Export
Administration Regulations. Each party shall comply with such laws and
regulations, as well as all other laws and regulations applicable to
the Firmware. Without limiting the generality of the foregoing, each
party agrees that it will not export, re-export, transfer or divert
any of the Firmware or the direct programs thereof to any restricted
place or party in accordance with U.S. export regulations. Note that
Firmware containing encryption may be subject to additional
restrictions.

APPLICABLE LAWS. Claims arising under this Agreement shall be governed
by the laws of New York, excluding its principles of conflict of laws
and the United Nations Convention on Contracts for the Sale of
Goods. You may not export the Firmware in violation of applicable
export laws and regulations. Hauppauge is not obligated under any
other agreements unless they are in writing and signed by an
authorized representative of Hauppauge.

GOVERNMENT RESTRICTED RIGHTS. The Firmware is provided with
"RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government
is subject to restrictions as set forth in FAR52.227-14 and
DFAR252.227-7013 et seq. or their successors. Use of the Firmware by
the Government constitutes acknowledgment of Hauppauge's proprietary
rights therein. Contractor or Manufacturer is Hauppauge Computer
Works, Inc.  91 Cabot Court Hauppauge, NY 11788

TERMINATION OF THIS AGREEMENT. Hauppauge may terminate this Agreement
at any time if you violate its terms. Upon termination, you will
immediately destroy the Firmware or return all copies of the Firmware
to Hauppauge.