SMART LINK, LTD. TERMS AND CONDITIONS FOR END USERS DOWNLOADING DRIVERS FROM THE SMART LINK WEBSI TE You MUST read the following terms and conditions of sale before you download any Software (as defined below) from the Smart Link ("Smart Link") website in order to upgrade your existing Product (as defined below). These terms and conditions constitute an agreement (the "Agreement") between Smart Link and end users ( "B uyer"). 1. ACCEPTANCE: You must confirm you have read and agreed to these terms and cond itions before you download the Product. BY CLICKING ON THE "YES" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON. 2. PRODUCT: Smart Link's product herein, (the "Product") as specified on Smart L ink's website www.smlink.com comprises Smart Link's software drivers (the "Softw are") which are available for download by the Buyer. There is a US version of th e Software and an International version of the Software. 3. LICENSE: Smart Link hereby grants to Buyer a nonexclusive, nontransferable li cense to download the Software from Smart Link's website, free of charge, for th e sole purpose of upgrading the Buyer's existing Product. The Software may only be used by the Buyer to upgrade the Buyer's existing version of the Product and may not be used with any other product not provided by Smart Link. This license shall not include the right to otherwise sell or sub-license the Software. 4 TERRITORIAL RESTRICTION ON LICENSE: Buyer shall use the International version of the Software solely in jurisdictions outside of the United States of America. Buyer agrees not to use the International version of the Software in the United States of America. 5. SOFTWARE TERMS: Title to the Software: Buyer acknowledges that Smart Link is the owner of all ri ghts, title, and interest, including all trademarks, copyrights to all of the do cumentation and computer-recorded data comprising or included in the Software, d ocumentation and source code relating thereto. Notwithstanding anything herein t o the contrary, this Agreement does not grant Buyer, or any of its sub-licensees any title or rights of ownership in the Software. Restrictions: BUYER MAY NOT REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWIS E REDUCE THE SOFTWARE TO ANY HUMAN OR MACHINE PERCEIVABLE FORM. BUYER MAY NOT MO DIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF. Compliance: There is a US version and non-US version of the Software, if the Buy er uses the US version of the Software the Buyer agrees to use the US version of the Software in compliance with the Federal Communication Commission Regulation s. Intellectual Property Notices: Buyer agrees that all copyright and other proprie tary notices which are embedded in the Software, or set forth in accompanying do cumentation, delivered to Buyer hereunder shall remain as embedded, in the same manner as embedded by Smart Link, in each copy of the Software and/or documentat ion. 6. DISCLAIMER: SMART LINK IS PROVIDING THE SOFTWARE ON AN "AS IS" BASIS AND MAKES NO REPRESENTA TIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO TH E SOFTWARE, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABIL ITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT. SMART LINK DOES NO T WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPON ENTS. IT IS THE BUYER'S SOLE RESPONSIBILITY TO EXECUTE ANTI-CONTAMINATION SOFTWA RE AND OTHERWISE TAKE STEPS TO ENSURE THAT THE SOFTWARE IF CONTAMINATED OR INFEC TED, WILL NOT DAMAGE THE PRODUCT OR THE BUYERS SYSTEM. 7. LIMITATION OF REMEDIES AND DAMAGES: Buyer's sole remedies and Smart Link's en tire liability are as set forth above. In no event shall Smart Link or any of th e licensors, directors, officers, employees or affiliates of the foregoing be li able to Buyer for any direct, indirect, consequential, incidental, special or si milar damages whatsoever (including, without limitation, damages for loss of bus iness profits, business interruption, loss of business information and the like) , whether foreseeable or unforeseeable, arising out of the use or inability to u se the Software, regardless of the basis of the claim and even if Smart Link or a Smart Link representative has been advised of the possibility of such damage. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CO NSEQUENTIAL DAMAGES FOR CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS OR EXCLUSION S MAY NOT APPLY TO BUYER. 8. SOFTWARE CHANGES: Smart Link shall have the right, in its sole discretion, wi thout liability to Buyer, to (a) change the design, or discontinue developing, p roducing, licensing or distributing any Software covered by this Agreement, and (b) announce new Software to which the terms and conditions of this Agreement do not apply. 9. U.S. GOVERNMENT END USERS: This provision applies to all Software acquired di rectly or indirectly by or on behalf of the United States Government. The Softwa re is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995) , consisting, in part, of "commercial computer software" and "commercial compute r documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consis tent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 199 5), In the event that Buyer receives a request from any agency of the U.S. Gover nment to provide the Software with rights beyond those set forth above, Buyer wi ll notify Smart Link of the scope of rights requested and the agency making such request and Smart Link will have ten (10) business days to, in its sole discret ion, accept or reject such request; provided, that Smart Link's failure to respo nd during such time period shall be deemed a rejection. 10. GENERAL: These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all downloads of the Sofware by Buyer and shall supersede all prior offers, negotiations, understandings and agreements. It is expressly agreed that no prior or contemporaneous agreement o r understanding, whether written or oral, shall contradict, modify, supplement o r explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any agreement unless expressly accepted in writing by an authorized officer of Smart Link. Any waiver by Smart Link of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either pa rty in exercising or enforcing any right hereunder shall operate as a waiver the reof or preclude any other exercise or enforcement of rights hereunder. Any prov ision of these terms and conditions that is prohibited or unenforceable under ap plicable law shall be ineffective to the extent of such prohibition or unenforce ability, without impairing or invalidating the remaining provisions of these ter ms and conditions. The terms and performance of this Agreement shall be governed by the laws of the State of Israel. The venue for any disputes arising out of a ny sales agreement shall be, at Smart Link's sole and exclusive option, Tel-Aviv , Israel or the courts with proper jurisdiction at Buyer's location. Smart Link, Ltd.