1. HSBP_6BPR_216.zip Driver
2. readme_first.txt File Contents

readme_first.txt Driver File Contents (HSBP_6BPR_216.zip)

By use of this software, you accept the terms and conditions of the 
following license agreement.

LICENSE AGREEMENT

This LICENSE AGREEMENT (this “Agreement”) is made by and between 
VITESSE SEMICONDUCTOR CORPORATION, a Delaware corporation, having its 
principal office at 741 Calle Plano, Camarillo, California  93021 
(“Vitesse”), and the customer (“Licensee”).

WHEREAS, Licensee desires to license from Vitesse, and Vitesse desires 
to license to Licensee, the software code contained in the 
accompanying Software Development Kit (the “Software”), on the terms 
and conditions set forth in this Agreement;

NOW THEREFORE, for good and valuable consideration the receipt and 
sufficiency of which are hereby acknowledged, and intending to be 
legally bound, the parties agree as follows:

AGREEMENT:

       1.	Software License.  Subject to the terms and conditions set 
forth in this Agreement, Vitesse hereby grants to Licensee, and 
Licensee hereby accepts from Vitesse, a non-exclusive, non-
transferable, non-sublicenseable, royalty-free limited license, during 
the Term (as defined in Section 7), to use the Software solely for the 
purpose of developing software (or firmware) which executes on the 
embedded processor contained within the associated Vitesse Semiconductor 
product (the “Permitted Uses”).

       2.	Restrictions.  Licensee shall not: (i) remove, disable, 
modify or tamper with any patent, copyright, trademark or other 
intellectual property notices or legends that may appear on any part of 
the Software; (ii) copy, distribute or otherwise use the Software 
except for, and within the scope of, the Permitted Uses; (iii) reverse 
engineer, decompile or disassemble the Software; (iv) use, copy or 
commercially exploit any concepts, ideas or techniques embodied in the 
Software that are proprietary to, or constitute trade secrets of, 
Vitesse; (v) sell, lease, assign, transfer, disclose, encumber or cause 
or permit the attachment of any lien or security interest in or to the 
Software; or (vi) permit or authorize any third party to do any of the 
foregoing.

       3.	Ownership.  Licensee acknowledges that the Software, 
together with all copyrights, patents, trade secrets, trademarks and 
other intellectual property rights protecting or pertaining to any 
aspect of the Software, is and shall remain the sole and exclusive 
property of Vitesse.  This Agreement does not convey title or ownership 
to Licensee but instead gives Licensee only the limited rights set 
forth in Section 1.  Nothing in this Agreement shall be construed as 
giving Licensee any right, title or interest in or to the Software.  
Vitesse hereby reserves all rights not expressly granted by this 
Agreement.

       4.	Warranty; Disclaimer.  Licensee represents and warrants to 
Vitesse that its execution and performance of this Agreement does not 
and shall not result in a breach of any obligation Licensee may have to 
any third party.  LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS 
BEING PROVIDED TO LICENSEE ON AN “AS IS” BASIS.  VITESSE HEREBY EXPRESSLY DISCLAIMS 
ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER ORAL OR WRITTEN, EXPRESS 
OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (i) ANY WARRANTY THAT THE OPERATION OF THE 
SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE; (ii) ANY WARRANTY THAT THE SOFTWARE 
SHALL OPERATE PROPERLY WITH OTHER HARDWARE OR SOFTWARE; OR (iii) ANY WARRANTY OF 
TITLE, ACCURACY, NON-INTERFERENCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OF 
THE SOFTWARE FOR A PARTICULAR PURPOSE.

       5.	Limitation of Liability.  VITESSE SHALL NOT BE LIABLE TO LICENSEE 
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES IN 
CONNECTION WITH THIS AGREEMENT OR LICENSEE’S USE OF THE SOFTWARE INCLUDING, WITHOUT 
LIMITATION, DAMAGES FOR LOSS OF USE, BUSINESS INTERRUPTION OR LOST PROFITS, 
REGARDLESS OF WHETHER VITESSE HAS BEEN NOTIFIED IN ADVANCE OR IS OTHERWISE AWARE OF 
THE POSSIBILITY OF ANY SUCH DAMAGES.  LICENSEE ACKNOWLEDGES THAT THE FOREGOING 
LIMITATION OF LIABILITY IS A MATERIAL INDUCEMENT FOR VITESSE TO ENTER INTO THIS 
AGREEMENT.

       6.	Indemnity.  Licensee shall defend, indemnify and hold 
Vitesse harmless from and against any and all claims, demands, 
damages, losses, liabilities, verdicts, settlements, judgments, costs 
and expenses (including reasonable attorneys’ fees) incurred by 
Vitesse as a result of or in connection with any claim by a third 
party arising out of or otherwise attributable to this Agreement or 
Licensee’s use of the Software.

       7.	Term; Termination.  This Agreement shall take effect as of 
the current date and remain in effect until terminated by Vitesse 
(such period, the “Term”).  In the event of a breach by Licensee of 
this Agreement, Vitesse shall have the right to terminate this 
Agreement immediately upon written notice to Licensee.  In addition, 
Vitesse shall have the right to terminate this Agreement, at any time 
and in its sole discretion, upon 5 days written notice to Licensee.  
Upon any termination of this Agreement, the license granted pursuant 
to Section 1 shall terminate and Licensee shall immediately cease all 
use of the Software and destroy, or deliver to Vitesse, all copies of 
the Software in its possession.

       8.	Miscellaneous.  Notwithstanding anything to contrary in 
this Agreement or any other communications between the parties, the 
relationship of the parties under this Agreement shall be that of 
independent contractors, and not of employer-employee, principal-
agent, joint venturers or partners.  Licensee shall not assign or 
delegate any of its rights or obligations under this Agreement, in 
whole or in part, without the prior written consent of Vitesse in each 
instance.  This Agreement shall be binding upon the parties hereto and 
their respective heirs, executors, administrators, successors and 
assigns.  If one or more provisions of this Agreement are held to be 
unenforceable under applicable law, such provisions shall excluded 
from this Agreement and the balance of the Agreement shall be 
interpreted as if such provision were so excluded and shall be 
enforceable in accordance with its terms.  This Agreement and the 
attached Exhibit A constitute the entire Agreement between the parties 
hereto regarding the subject matter hereof and supersede any prior 
agreements, written or oral, regarding the subject matter hereof.  All 
disputes, controversies and claims arising under or relating to this 
Agreement shall be decided under the laws of the State of California, 
USA (including the substantive and procedural laws of the State of 
California).  The federal and state Courts in Los Angeles County, 
California shall have exclusive jurisdiction over any claim or 
controversy relating to this Agreement, and the parties hereby consent 
to the jurisdiction of such courts.  The parties agree that the 
prevailing party in a dispute, claim, or controversy arising under or 
relating to this Agreement shall be entitled to recover from the other 
party its costs relating to such dispute, claim, or controversy, 
including attorneys’ fees.  The terms of Sections 2 through 8 shall 
survive any termination of this Agreement.