Symmetricom

Software License agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING AND USING SOFTWARE PROVID
ED TO YOU BY SYMMETRICOM AS IT
CONTAINS THE TERMS AND CONDITIONS BY WHICH SYMMETRICOM OFFERS TO LICENSE THE SOF
TWARE. Symmetricom is willing
to license the following software: TimeCraft ( Software ), subject to your acceptanc
e of all the terms and
conditions contained in this license agreement. By downloading, installing and
using this Software, you accept
the terms of the agreement.
1.

Definitions
You and your refer to the entity that has entered in this agreement with Sym
mericom. Software means
the software identified above provided by Symmetricom.
Documentation mean
s any user manuals, programming
guides and other documentation provided to you by Symmetricom under this
agreement.
2. License
2.1 Subject to the terms and conditions of this agreement, Symmetricom h
ereby grants you a limited,
non-exclusive and non-transferable license, without the right to sublice
nse and subject to payment of
the appropriate license fee(s) to allow one user to use the Software as
provided by Symmetricom
(complete and unmodified) only for internal purposes on a single compute
r system. The license granted
herein is granted solely to you, and not by implication or otherwise, to
any of your affiliate or third
party. Symmetricom or its licensors reserves all rights not expressly g
ranted to you.
2.2. Your license confers no title or ownership and is not a sale of any
rights in the Software or its
Documentation. Symmetricom and/or its licensors retain title to the Soft
ware, related Documentation
and all intellectual property rights embodied therein.
3. Restrictions
3.1 You may not modify or alter the Software without Symmetricom s prior w
ritten consent.
3.2 You may not adapt, translate, decompile, reverse engineer, disassemb
le the Software or create
derivative works based upon the Software, or any part thereof except
with the prior written consent
of Symmetricom, or as may be permitted by applicable law. If a juri
sdiction in which you access
the Software expressly permits any of the foregoing activities regar
dless of this license restriction,
then you agree that prior to engaging in any such activity you will
first notify Symmetricom of your
desire to reverse engineer the Software for the purpose permitted by
such law, and Symmetricom may,
in its discretion, either provide such information to you or the par
ties will agree upon reasonable
terms and conditions on such use of the Software to ensure that Symm

etricom s or its licensor s

proprietary rights are protected.
3.3 You acknowledge that all copyrights and other proprietary rights in
any modification, adaptation,
translation or other derivation will revert to Symmetricom and you a
gree to cause the execution of
an appropriate instrument to perfect or assign such rights.
3.4 You may not distribute or transfer (other than as expressly set fort
h in this Agreement) the Software
onto any public or distributed network.
3.5 You may not remove, obscure, or alter any Symmetricom or its licenso
r s proprietary marks, legends
or notices affixed to or contained within the Software.
.
3.6 You may make no more than one (1) copy of the Software and solely fo
r backup purposes.
3.7 Where permissible, you only distribute the Software subject to a lic
ense agreement that protects
Symmetricom s and its third party supplier s interests consistent with t
he terms contained in this
agreement.
4. Limited warranty
Symmetricom warrants to you that for a period of ninety (90) days from t
he date of shipment by Symmetricom,
the media on which the Software is furnished (if any) will be free of de
fects in materials and workmanship
under normal use. Your sole and exclusive remedy and Symmetricom s entire
liability for a breach of the
foregoing warranty will be at Symmetricom s option to replace the Software
media or refund the license
fee paid for Software. Any implied warranties provided by laws on the S
oftware are limited to the above
stated ninety (90) days.
5. Disclaimer of warranty
EXCEPT AS EXPRESSLY SET FORTH ABOVE, SYMMETRICOM AND ITS THIRD PARTY LIC
ENSORS HEREBY EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED,
OR STATUTORY, RELATING TO THE
SYMMETRICOM TECHNOLOGY OR THE PROVISION OF ANY SERVICES HEREUNDER, INCLU
DING ANY WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation of liability
IN NO EVENT WILL SYMMETRICOM AND ITS THIRD PARTY LICENSORS BE LIABLE TO
YOU FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LO
ST REVENUES, LOST DATA OR EQUIPMENT
DOWNTIME, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING STRICT LIABI
LITY), BASED ON A WARRANTY,
OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY
TO USE THE SOFTWARE, EVEN IF
SYMMETRICOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SYMMET
RICOM S TOTAL LIABILITY TO YOU
FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM O
F THE ACTION, WILL BE LIMITED TO
THE AMOUNT OF THE LICENSE FEE PAID FOR THE SOFTWARE. THE FOREGOING LIMI
TATIONS WILL APPLY EVEN IF THE

ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTION

S DO NOT ALLOW CERTAIN LIMITATIONS
OR EXCLUSIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY N
OT APPLY.
7. Software from sources other than Symmetricom
You acknowledge that, by your use of certain optional features of the So
ftware and/or by requesting
services that require use of the optional features of the software, the
software may automatically
download, install, and execute software applications from sources other
than Symmetricom
("Other Software"). Symmetricom makes no representations of a relationsh
ip of any kind to licensors
of such Other Software. To the extent not prohibited by law, in no even
t will Symmetricom or its
licensors be liable for any special, indirect, consequential, incidental
, including lost revenue,
profit or data, or for any punitive damages, however caused regardless o
f the theory of liability,
arising out of or related to the use of or inability to use Other Softwa
re, even if Symmetricom has
been advised of the possibility of such damages. SOME JURISDICTIONS DO
NOT ALLOW CERTAIN LIMITATIONS OR
EXCLUSIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT
APPLY.
8. Audit
You agree to allow Symmetricom or an independent third party at Symmetri
com s option and prior notice, to
examine your records to verify your compliance with the terms of this Ag
reement. If the audit reveals
an underpayment of any amount of license fees paid you will pay to Symme
tricom within 15 (fifteen)
calendar days after receiving Symmetricom s written notice on any deficit
or discrepancy between the
number of license purchased and the number of users allowed, plus the co
sts of the audit.
9. Termination.
This license agreement is effective until terminated. You may terminate
this agreement at any time by
destroying or returning all copies of Software to Symmetricom. This agr
eement will terminate immediately
without notice from Symmetricom if you fail to comply with any provision
of this agreement. Either party
may terminate this agreement immediately should any Software become, or
in either party's opinion be
likely to become, the subject of a claim of infringement of any intellec
tual property right. Symmetricom s
third party licensors may protect their rights in the Software in the ev
ent of any infringement claims.
Upon termination for any reasons, you must destroy or return all copies
of Software and related
Documentation.
10. Export regulations.
The Software, media, and related technical data delivered under this agr
eement are subject to US export
control laws, including the U.S. Export Administration Act and its assoc

iated regulations, and may be

subject to export or import regulations in other countries. You agree t
o comply strictly with all such
laws and regulations and that you will not directly or indirectly export
any Software, media and related
technical data or information to any party or to any country for which t
he U.S. Government or any agency
thereof, at the time of export, requires an export license or other gove
rnment approval, without first
obtaining such license or approval. You further acknowledge that you ha
ve the responsibility to obtain
such licenses to export, re-export, or import as may be required after d
elivery to you.
11. Trademarks and logos.
You acknowledge and agree as between you and Symmetricom that Symmetrico
m owns the Symmetricom and
TimeCraft trademarks..
12. U.S. government End Users.
This Software and the accompanying written materials and documentations
are provided with
RESTRICTED RIGHTS. The Software including certain third party software
which may be licensed
hereunder and delivered as Commercial computer software or as Commercial it
em or Restricted
computer software pursuant to the applicable Federal Acquisition Regulati
on ( FAR ) and
agency-specific supplemental regulations. As such, use, duplication, di
sclosure, modification,
or adaptation of the Software shall be subject to the restrictions set f
orth in this agreement,
and to the extent applicable, the additional rights set forth in FAR 52.
227-19, Commercial
Computer Software
Restricted Rights, or DFARS 252.227-7013, Rights in Te
chnical Data and Computer
Software.
13. Indemnity
You agree to defend and indemnify Symmetricom and its licensors from and
against any damages, costs,
liabilities, settlement amounts and/or expenses (including reasonable at
torneys' fees) incurred in
connection with any claim, lawsuit or action by any third party that ari
ses or results from the use
or distribution of any and all programs and/or Software in violation of
this agreement.
14. Governing law.
This License shall be governed by and interpreted in accordance with the
laws of the State of California,
USA, without regard to its conflicts of law provisions, unless otherwise
stated in a contract with
your company.
15. Severability.
If any provision of this agreement is held to be unenforceable, this agr
eement will remain in effect
with the provision omitted, unless omission would frustrate the intent o
f the parties, in which

case this agreement will immediately terminate.

16. Integration.
Unless agreed by both party in written by authorized representative, thi
s agreement is the entire
agreement between you and Symmetricom relating to its subject matter. I
t supersedes all prior or
contemporaneous oral or written communications, proposals, representatio
ns and warranties and
prevails over any conflicting or additional terms of any quote, order, a
cknowledgment, or other
communication between the parties relating to its subject matter during
the term of this agreement.
No modification of this agreement will be binding, unless in writing and
signed by an authorized
representative of each party.
17. General.
Symmetricom, Inc., is a Delaware corporation, with principal offices loc
ated at 2300 Orchard
Parkway, San Jose, California 95131 USA.