OEM/IHV/ISV FIRMWARE LICENSE AGREEMENT

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IMPORTANT - PLEASE READ BEFORE INSTALLING OR USING THIS FIRMWARE

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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.

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LICENSEES: Please note:

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* If you are an End-User, only the END-USER FIRMWARE LICENSE AGREEMENT

  applies.

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* If you are an Original Equipment Manufacturer (OEM), Independent

  Hardware Vendor (IHV), or Independent Firmware Vendor (ISV), the

  OEM/IHV/ISV FIRMWARE LICENSE AGREEMENT applies (this license), as

  well as the END-USER FIRMWARE LICENSE AGREEMENT.

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LICENSE. 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. Subject to

the terms of this Agreement, Hauppauge grants to you a nonexclusive,

nontransferable, worldwide, fully paid-up license under Hauppauge's

copyrights to: (i) copy the Firmware internally for your own

development and maintenance purposes; (ii) copy and distribute the

Firmware to your end-users, but only under a license agreement with

terms at least as restrictive as those contained in Hauppauge's

END-USER FIRMWARE LICENSE AGREEMENT; and (iii) modify, copy and

distribute the end-user documentation which may accompany the

Firmware, but only in association with the Firmware.

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If you are not the final manufacturer or vendor of a computer system

or firmware program incorporating the Firmware, then you may transfer

a copy of the Firmware, including any related documentation (modified

or unmodified) to your recipient for use in accordance with the terms

of this Agreement, provided such recipient agrees to be fully bound by

the terms hereof. You shall not otherwise assign, sublicense, lease,

or in any other way transfer or disclose Firmware to any third

party. You may not, nor may you assist any other person or entity to

modify, translate, convert to another programming language, decompile,

reverse engineer, or disassemble any portion of the Firmware or

otherwise attempt to derive source code from any object code modules