1                             SILICON GRAPHICS, INC.
2                                LICENSE AGREEMENT
3
4     PLEASE READ THIS DOCUMENT CAREFULLY. SILICON GRAPHICS, INC.
5     ("SGI") GRANTS YOU THE RIGHT TO USE THIS SOFTWARE, BUT ONLY IF YOU
6     AGREE WITH THE TERMS AND CONDITIONS OF THIS END USER LICENSE
7     AGREEMENT (the "Agreement"), BELOW. IF YOU DO NOT AGREE WITH THESE
8     TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE.
9
10     NOTE: THIS LICENSE DOES NOT INCLUDE SUPPORT.
11
12     1. Grant Of Limited License; Software Use Restrictions In
13     consideration for your acceptance of the terms and conditions of
14     this Agreement, SGI will grant to you a personal, non-transferable
15     and non-exclusive right to use and execute the Software, without
16     right to sublicense the Software. You agree that you will not
17     modify, reverse engineer, decompile or disassemble any portion of
18     the Software. You may distribute copies of the Software to others,
19     if you include copy of this license agreement with each of such
20     copies.
21
22     2. Copying Restrictions. In order to effect your license rights
23     hereunder, you may copy the Software, but only if you place on and
24     in each such copy the same proprietary and copyright notices and
25     legends as originally included by SGI.
26
27     3. Ownership of Software. You agree and acknowledge that SGI
28     transfers no ownership interest in the Software, in the
29     intellectual property in any Software or in any Software copy, to
30     you or anyone else under this Agreement or otherwise, and that SGI
31     and its licensors reserve all rights not expressly granted to you
32     hereunder.
33
34     4. Transfer Restrictions. This license is personal to you. You may
35     not transfer the Software and/or assign this License to any third
36     party. If you attempt to transfer or assign this License, such
37     transfer or assignment will be void and without effect.
38
39     5. Export Restrictions. You may not export or reexport any
40     Software or other technology received under this Agreement except
41     in full compliance with all United States and other applicable
42     laws and regulations. In particular, none of such Software or
43     technology may be exported or reexported into (or to a national or
44     resident of) any country to which the U.S. embargoes goods, or to
45     anyone on the U.S. Treasury Department's list of Specially
46     Designated Nationals or the U.S. Commerce Department's Table of
47     Denial Orders.
48
49     6. Term; Termination. The term of this Agreement shall commence
50     when you electronically download or receive (if SGI delivers the
51     Software to you by email or alternative means) and shall continue
52     thereafter. If you fail to fulfill any of your material
53     obligations under this Agreement, SGI and/or its licensors may
54     pursue all available legal remedies to enforce this Agreement, and
55     SGI may, at any time after your default of this Agreement,
56     terminate this Agreement and all licenses and rights granted to
57     you under this Agreement. You agree that SGI''s licensors
58     referenced in the Software are third-party beneficiaries of this
59     Agreement, and may enforce this Agreement as it relates to their
60     intellectual property. You further agree that, if SGI terminates
61     this Agreement for your default, you will, within thirty (30) days
62     after any such termination, deliver to SGI or render unusable all
63     Software originally provided to you hereunder and any copies
64     thereof embodied in any medium.
65
66     7. Governing Law. This Agreement shall be governed by and
67     interpreted in accordance with the laws of the State of
68     California, excluding its choice of law rules.
69
70     U. S. GOVERNMENT USERS. If the Software is acquired by or on
71     behalf of an entity of government of the United States of America,
72     the following provision applies: U. S. GOVERNMENT RESTRICTED
73     RIGHTS LEGEND Use, duplication or disclosure of Software by the
74     Government is subject to restrictions as set forth in FAR
75     52.227-19(c)(2) or subparagraph (c)(1)(ii) of the Rights in
76     Technical Data and Computer Software clause at DFARS 252.227-7013
77     and/or in similar or successor clauses in the FAR, or the DOD or
78     NASA FAR Supplement. Unpublished- rights reserved under the
79     Copyright Laws of the United States. Contractor/manufacturer is
80     SILICON GRAPHICS, INC., 2011 N. Shoreline Blvd., Mountain View, CA
81     94039- 7311.
82
83     8. Disclaimer Of Software Warranty. SGI PROVIDES THE SOFTWARE TO
84     YOU ""AS IS"" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS,
85     STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
86     WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
87     NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
88     TO YOU BY ANY SGI EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR WILL
89     CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY
90     SUCH INFORMATION OR ADVICE.
91
92     9. Limitation Of Liability. IN NO EVENT SHALL SGI OR IT LICENSORS
93     BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
94     INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE
95     COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR
96     GOODWILL, OR PROPERTY DAMAGE), WHETHER OR NOT SGI HAS BEEN ADVISED
97     OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY
98     OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS
99     SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF
100     ANY LIMITED REMEDY. (07/31/97) (CB)
101
102