MADGE NETWORKS LTD OPEN SOURCE LICENSE TERMS AND CONDITIONS FOR MODIFYING, COPYING AND DISTRIBUTING SOFTWARE PLEASE READ THIS LICENSE CAREFULLY BEFORE ACCEPTING. BY CLICKING ON THE "ACCEPT" BUTTON, OR BY DOWNLOADING, INSTALLING, USING, COPYING, MODIFYING OR DISTRIBUTING THE SOFTWARE OR DERIVATIVE WORKS, YOU ARE ACCEPTING THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, CLICK ON THE "DO NOT ACCEPT" BUTTON TO DISCONTINUE. 1. DEFINITIONS -------------- 1. "License" means this Open Source License as detailed herein as may, in Madge Networks Ltd's sole discretion, be amended from time to time. 2. "Contributor(s)" means any individual or legal entity that creates or contributes to a Modification of the Original Software. 3. "Licensee" ("You" and "Your") means an individual or a legal entity entering into this License, including any entity that controls, is controlled by, or is under common control with Licensee. "Control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise; or (ii) ownership of fifty percent (50%) or more of the controlling shares or beneficial ownership of such entity. 4. "Licensed Software" means the Original Software, Modifications, or any combination of the same. 5. "Madge.connect" means Madge Networks Ltd, a company registered in England, company number 2011579 having its registered address at Wexham Springs, Framewood Road, Wexham, Berkshire, England, SL3 6PJ and its related companies and/or affiliates and licensors, collectively. 6. "Modification(s)" means any addition, deletion, change, or improvement to the Original Software or Modifications. Modifications do not include additions to the Original Software or prior Modifications which (i) are separate components of software distributed with the Licensed Software or (ii) are not derivative works of the Licensed Software. 7. "Object Code" means machine executable software code. 8. "Original Software" means Madge.connect Token Ring software products, in both Source Code form and Object Code form, and any associated documentation, given under this License. 9. "Token Ring" means the related software peripherals as designed by Madge.connect. 10. "Madge.connect Trademark" means the Madge logo and any unregistered or registered or applied for trademark of Madge.connect. 11. "Recipient" means any individual or legal entity receiving the Licensed Software, including all Contributors, receiving the Licensed Software under this License or another license as allowed herein. 12. "Source Code" means human readable software code. 2.0 GRANT OF RIGHTS OF USE -------------------------- 2.1 Subject to the terms of this License, Madge.connect grants You, a royalty-free, non-exclusive, non-transferable, license to use, reproduce, modify, execute, display, distribute and sublicense, the Original Software (with or without Modifications) in Source Code form and/or Object Code form for commercial and/or non-commercial purposes. 2.2 This License does not confer, in any way, any license or right under any existing/future patent claim which is a combination of the functionality of the Original Software with that of any other software programs, or hardware systems. 2.3 Distribution of Licensed Software to third parties is subject to the terms and conditions of this license. 2.4 You may charge a reasonable fee for the cost of any provision by you of any other software, medium, product or service that you add to the Original Software, but not for the Original Software itself. 2.5 All title, ownership and intellectual property rights in the Original Software and the Madge.connect Trademark will remain at all times in Madge.connect. Madge.connect and/or Contributors reserve all rights not expressly granted to You. 2.6 Madge.connect reserves the right to amend the terms of this License from time to time and you will be deemed to have accepted the revised terms if you continue to use the software after the date of posting of the revisions on the Madge.connect web site and it is your responsibity to ensure that you are aware of and understand the latest revision. 3.0 DISTRIBUTION RIGHTS & LIMITATIONS ------------------------------------- 3.1 This License applies to (1) any Modifications that You create or contribute to, which must be made available to others in the same (or a common format) as the Source Code version of Original Software and (2) any distribution by You of the Source Code version of Licensed Software to any third party, such distributed Licensed Software by you is subject to the terms of this License 3.2 You must: (a) include a copy of this License with each copy of every version of Licensed Software that You distribute (b) not apply any terms on any version of Licensed Software that alters or limits the terms of this License or the Recipients' rights and obligations. (c) ensure Modifications are clearly identified (preferably a separate file, documenting: the changes, the date of such changes made by You and identifying You as the Contributor to enable a Recipient to reasonably identify You). If You create a Modification, You may add Your name as a Contributor to the notice set out in Section 3.2 (d) (d) include, if distributing the Licensed Software the following information in a prominent location and on all copies of any of Licensed Software You distribute: "The software and/or documentation was initially created by Madge Networks Ltd and others, and is subject to the terms of the Madge Networks Ltd Open Source License, which is available at: http://www.madge.com/Connect/Downloads/Software/ or by contacting Madge Network Ltd at mailto:public_license@madge.com. All software distributed under this License is done so on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the Madge Networks Ltd Open Source License for the terms and conditions governing all rights, obligations and limitations in relation to your use of this software. Components of the software developed by Madge Networks Ltd and others are Copyright (c) 2001. All rights reserved. Contributor(s):___________________________ Date________________" 3.3 You may distribute Licensed Software in Object Code form using this License, or under a license of Your choice only if You and your licence comply with terms of this License and: (a) does not limit or alter the Recipient's rights and obligations in the Source Code version of the Licensed Software as per this License; (b) states that the Source Code version of the Licensed Software is available from You with details of how it may be obtained by Recipient; (c) effectively disclaims on behalf of Madge.connect and all Contributors all warranties and conditions, express or implied, including warranties or conditions of title or non-infringement (including intellectual property rights), and implied warranties or conditions of merchantability and fitness for a particular purpose, or satisfactory quality; (d) effectively excludes on behalf of Madge.connect and all Contributors all liability for damages, including direct, indirect, special, incidental, and consequential damages (even if informed of same beforehand); and (e) clearly states that any terms which differ from this License are offered by You alone and not by Madge.connect or any Contributor; and You agree to indemnify Madge.connect and Contributors for any liability incurred by Madge.connect or any Contributor as a result of any difference in the terms You offer in Your license. 3.4 You may not use the names "Madge.connect", "Token Ring", "Madge Networks Ltd", the Madge logo or any other name, in whole or in part, which associated with Madge.connect or any Madge.connect trademark for any purposes other than as specifically provided in this License. 3.5 You must include all original copyright, labels, legends or other notices on the Licensed Software and on any copies of the Licensed Software which You make; and include with the distribution of any Modifications You create, a copy (or an offer to provide such a copy at no charge) of the Licensed Software, on the same terms as this License. 3.6 If You or any Contributor ("Commercial Contributor") include Licensed Software in a commercial offering, such Commercial Contributor agrees to defend and indemnify Madge.connect and all other Contributors (collectively "Indemnified Contributors") against any liability, losses, damages and costs arising from claims, lawsuits and other legal actions brought by any third party against the Indemnified Contributors to the extent caused by the acts or omissions of such Commercial Contributor in connection with its use or distribution of Licensed Software in a commercial offering of any kind. 4.0 MODIFICATIONS ----------------- You agree to: (a) provide Madge.connect, on request, with a copy of the complete Source Code version, Object Code version and related documentation of the Modifications created or contributed to by You if distributed in any form, e.g., binary or source. (b) grant Madge.connect and/or other Contributors a royalty-free, non-exclusive, non-transferable, license to use, reproduce, modify, execute, display, distribute and sublicense such Modifications, and to grant third parties the right to do so, including without limitation as a part of or with the Licensed Software; and Madge.connect and/or other Contributors shall have the right to license or to otherwise transfer to third parties such Modifications without notice or obligation to You. (c) grant Madge.connect, Contributors and their respective licensees all rights and licenses (including patents) as are necessary to incorporate the Modifications created or contributed and so distributed by You into the Licensed Software and to use, distribute or otherwise exploit such Licensed Software without payment or accounting to You. 5.0 TERMINATION --------------- The licenses and rights granted under this License shall terminate automatically and immeadiately if (i) You breach any of its terms and conditions; or (ii) You initiate or participate in any intellectual property action against Madge.connect. Clauses 2.5, 3.5, 3.7, 4., 7, 8, 9 and 10 will survive any termination of this License. Upon termination You must destroy all copies of the Licensed Software in Your possession and control. All sublicenses of Licensed Software, which were validly granted by You to third parties hereunder, shall survive such termination. 6.0 DISCLAIMER OF WARRANTY -------------------------- YOU UNDERSTAND AND ACKNOWLEDGE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE IS LICENSED UNDER THIS LICENSE FREE OF CHARGE ON AN "AS IS" BASIS WITH ALL FAULTS, LATENT AND PATENT AND WITHOUT ANY WARRANTY OF ANY TYPE. MADGE.CONNECT AND THE OTHER CONTRIBUTORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED. BY WAY OF EXAMPLE, BUT NOT OF LIMITATION, MADGE.CONNECT AND CONTRIBUTORS MAKE NO REPRESENTATIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE LICENSED SOFTWARE WILL NOT INFRINGE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. IT SHALL BE YOUR SOLE RESPONSIBILITY TO ACQUIRE ANY LICENSES FOR USE OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. MADGE.CONNECT AND CONTRIBUTORS DO NOT WARRANT THAT THE FUNCTIONS OF THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT LICENSED SOFTWARE OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE, OR INABILITY TO USE, THE LICENSED SOFTWARE. MADGE.CONNECT AND CONTRIBUTORS BEAR NO RESPONSIBILITY FOR CORRECTING THE LICENSED SOFTWARE, ASSISTING ANY FIX, OR FOR COMMUNICATING KNOWN ERRORS TO YOU. MADGE.CONNECT AND CONTRIBUTORS SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY PATENT INFRINGEMENT OR ANY OTHER CLAIM MADE BY YOU OR ANY THIRD PARTY ON ACCOUNT OF, OR ARISING FROM THE USE OF, THE LICENSED SOFTWARE.SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 7.0 LIMITATION OF LIABILITY --------------------------- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MADGE.CONNECT AND/OR THE OTHER CONTRIBUTORS BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF MADGE.CONNECT AND/OR ANY OTHER CONTRIBUTORS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR OF ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. 8.0 EXPORT CONTROL ------------------ You acknowledge that the Licensed Software is "unrestricted encryption source code" as defined under the U.S Export Administration Regulations and as such is subject to export control. If You export or re-export the Licensed Software or any Modifications, You are responsible for any compliance with the U.S Export Administration Regulations You agree to indemnify Madge.connect and Contributors for any liability incurred by your actions. 9.0 U.S. GOVERNMENT RIGHTS -------------------------- You may only acquire the Licensed Software on behalf of, or for delivery to, any part of the U.S Government, if the Licensed Software is treated as commercial computer software and licensed to the Government under the terms and conditions of this License, pursuant to the policies stated in 48 C.F.R. Section 12.212 (October 1995) or 48 C.F.R. Section 227.7202 (June 1995), as applicable. 10.0 MISCELLANEOUS ------------------ This License is the entire agreement between the parties as to the subject matter and merges all prior discussions between them. This License shall be governed by and in accordance with the laws of England. If a provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. 11. ACKNOWLEDGEMENTS -------------------- The Original Software may include a file identified as 'DPMS.EXE'. If supplied, this file is licensed by Madge from Novell only for use in conjunction with the Software. DPMS.EXE is (c) Copyright 1983-2001 Novell Inc., ALL RIGHTS RESERVED. Madge, the Madge logo, Blue+, Fast Blue, Smart Ringnode, RingSwitch, RingSwitch Bridge, ATM Switch, SmartRam, Smartrom, Intelligent Fault Analysis and DeskStream are trademarks and in some jurisdictions may be registered trademarks, of Madge Networks Ltd or its affiliated companies. Other trademarks appearing in this packaging are the property of their respective owners.(c) Copyright 2001 Madge Networks Ltd. All Rights Reserved