END USER SOFTWARE LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT") CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Efficient Networks ("YOUR SERVICE PROVIDER").  IT CONTAINS LIMITATIONS ON WARRANTIES AND LIABILITY. BY INSTALLING OR USING THIS SOFTWARE, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS AND CONDITIONS SET OUT HEREIN.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THIS SOFTWARE.

1. LICENSE GRANT.  Your Service Provider grants to you a non-exclusive, non-transferable license (the "License") to use the accompanying software and documentation provided to you in electronic form (collectively the "Software") on the following terms:

a) to install and use the Software on a single personal computer in machine-readable form for the sole purpose of accessing the Services provided by Your Service Provider;

b) to reinstall the Software to another personal computer if necessitated by a failure of the first personal computer so long as the Software does not concurrently reside on more than a single personal computer at one time; and

c) to make a one backup copy of the Software as required for archival and recovery purposes.

In the event that Your Service Provider or its suppliers provide you with any error corrections, updates or upgrades to the Software, such error corrections, updates or upgrades shall be considered part of the Software for the purposes of this License, except as may be otherwise indicated by Your Service Provider or its suppliers.

2. RESTRICTIONS ON USE.  The Software contains copyrighted material and, in its human readable form, trade secrets and proprietary information owned by or licensed to Your Service Provider and/or its suppliers. You may not de-compile, reverse engineer, disassemble or otherwise reduce the Software to a human readable form. You may not modify, rent, lease, loan, sub-license or distribute copies of the Software. You may not create derivative software based upon the Software or any trade secret or proprietary information of Your Service Provider or its supplier. You may not electronically transfer the Software over a network or telephone circuit other than for the purposes for which the Software is intended. You may use the Software only on computer systems owned or leased by you. You and your employees and/or agents shall not remove or alter any trademark, trade name, copyright, or other proprietary notices, legends, symbols or labels appearing on or in copies of the Software delivered to you hereunder.

3. TERMINATION.  This License shall remain in full force and effect unless and until terminated. This License will terminate automatically, without notice, if you fail to comply with any provision of this Agreement. In the event that this License requires a payment to be made by you to Your Service Provider, this License shall terminate upon Your Service Provider's written notice if payment for the Software licensed hereunder is not received by Your Service Provider when due. Upon termination, you must stop using the Software, erase or destroy all copies of the Software, and destroy all printed information provided with or copied from the Software.

4. LIMITED WARRANTY 
a) Limited Product Warranty.  Your Service Provider warrants only to you that, for a period of ninety (90) days from the date of the initial delivery of the Software to you hereunder, the Software (in its unmodified form as delivered by Your Service Provider) shall substantially conform with the applicable documentation. Your Service Provider does not warrant that the use of the Software will be uninterrupted or error free, or that all errors or failures will be corrected.

b) Exclusive Remedy.  Your Service Provider's sole obligation and your sole and exclusive remedy for any breach of the above warranty shall be for Your Service Provider, at Your Service Provider's sole discretion: (i) to use commercially reasonable efforts to make modifications and error corrections to bring the Software into conformity with Your Service Provider's limited warranty set out above, provided that Your Service Provider shall have no obligation to correct all errors in the Software; or (ii) to terminate the License and refund all fees (if any) paid for the Software.

c) DISCLAIMER.  EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SERVICE PROVIDER DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

5. INTELLECTUAL PROPERTY.  You acknowledge that the License grant herein is not a sale of Your Service Provider's or its suppliers' intellectual property contained in the Software and you acknowledge that Your Service Provider and/or its suppliers own all rights, title and interest in the Software.

6. LIMITATION OF LIABILITY.  IN NO EVENT WILL YOUR SERVICE PROVIDER OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT) ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR PRINTED INFORMATION CONTAINED HEREIN, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF YOUR SERVICE PROVIDER OR ITS SUPPLIER KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THIS LIMITATION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. THIS LIMITATION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH. IN NO EVENT WILL THE AGGREGATE LIABILITY OF YOUR SERVICE PROVIDER AND ITS SUPPLIERS UNDER THIS AGREEMENT EXCEED THE GREATER OF: (I) THE FEES PAID TO YOUR SERVICE PROVIDER FOR THE SOFTWARE LICENSED UNDER THIS AGREEMENT; OR (II) $25.

7. EXPORT LAW ASSURANCES.  None of the Software or underlying information or technology, printed or verbal, may be downloaded or otherwise exported or re-exported outside of the United States except as permitted by the laws and regulations of the United States.

8. GENERAL.  This Agreement is the entire understanding between the parties regarding the subject matter hereof, and it supersedes and terminates any other representations, promises, communications, agreements or understandings between the parties with regard to the subject matter hereof. If a court of competent jurisdiction finds any provision of this Agreement unenforceable, all other provisions shall remain in full force and effect and the unenforceable provision will be replaced with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision. This Agreement may only be amended in writing, signed by the parties. This Agreement is specific to you, and you may not assign, transfer or delegate this Agreement or any right hereunder without the prior written consent of Your Service Provider.  Any assignment or transfer in contravention of this restriction shall be null and void.  Your Service Provider may assign its rights and obligations under this Agreement to any affiliated entity without your prior written consent.  This Agreement will be binding upon and will inure to the benefit of the parties hereto and their heirs, legal representatives, successors and permitted assigns. A failure or delay in exercising any right hereunder will not be considered a waiver thereof unless expressly waived in writing and signed by the waiving party. No single waiver will be considered a continuing or subsequent waiver. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party. You agree that in the event of a breach, or alleged breach, of Sections 1 and/or 2, Your Service Provider or its suppliers shall be entitled to seek and obtain injunctive relief and any other applicable equitable relief, in addition to any and all other remedies available to Your Service Provider or its suppliers under this Agreement and at law. This Agreement shall be governed by and construed under the laws of the State of California and the federal laws of the United States applicable therein, except for that body of law dealing with conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods will not apply.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU ARE INDICATING THAT YOU ARE OF LEGAL AGE AND HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT PRESENTED ABOVE.