Mellanox OFED (MLNX_OFED) Software: End-User Agreement

PLEASE READ CAREFULLY: The use of the Software and Documentation is subject to the End User License Terms and Conditions that follow (this "Agreement"), unless the Software is subject to a separate license agreement between you and Mellanox Technologies, Ltd ("Mellanox") or its affiliates and suppliers. By downloading, installing, copying, accessing, or using the Software once you have checked the "I Have Read the Above End User License Agreement" and choosing the "I Accept" option located on or adjacent to the screen where this Agreement is displayed, you agree to the terms of this Agreement, any applicable warranty statement and the terms and conditions contained in the "Software Product" as defined below. If you are accepting these terms on behalf of another person or a company or other legal entity, you represent and warrant that you have full authority to bind that person, company, or legal entity to these terms. If you do not agree to these terms, do not download, install, copy, access or use the software and if you downloaded the software, promptly uninstall it and contact the party from whom you acquired it.

1 General

MLNX_OFED is based on the OpenFabrics Enterprise Distribution (OFED™), an open-source software for RDMA and kernel bypass applications provided by Open Fabric Alliance (OFA: www.openfabrics.org) under a dual license of BSD or GPL 2.0.

Mellanox chose to license OFED to end users under BSD license, together with proprietary components of Mellanox and several open source software components contained therein, all of which comprise together Mellanox OFED (collectively: the "Software Product").

2 Grant of License

Subject to the terms and conditions of this Agreement, and subject to the licenses set forth in Exhibit A, Mellanox grants you a personal, non-exclusive, non-transferable license to use, view, copy, print, and distribute software and accompanying documentation subject to the following conditions:

(i) The Software Product and any accompanying documentation may be used solely to support Mellanox Products; and

(ii) You may distribute the Software Product and accompanying documentation solely as integrated with or installed on your products that incorporate the Mellanox Products.

3 Other Rights and Limitations

3.1 Reverse Engineering. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software Product, and shall not adapt, translate, port or otherwise modify the Software Product.

3.2 Separation of Components. The Software Product is licensed as a single product. Its component parts may not be separated for use beyond the designated Hardware.

3.3 Transfer. You may not assign, sublicense, transfer, encumber, pledge, lease, rent, time-share or otherwise share your rights under this Agreement, or otherwise allow third parties any use of the Software Product, and this Agreement shall automatically terminate in the event of any such unauthorized use.

3.4 Dual-Media Software. You may receive the Software Product in more than one medium. Regardless of the type or size of media you receive, you may use only one medium that is appropriate for the Hardware. You may not use or install the other media on additional hardware and the use thereof is subject to the terms and conditions of this Agreement.

4 NO WARRANTY

4.1 MELLANOX FURNISHES THE SOFTWARE PRODUCTS AND THE DOCUMENTATION TO YOU "AS IS," UNSUPPORTED, WITHOUT WARRANTY OF ANY KIND. MELLANOX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. MELLANOX SHALL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY OR NONCONFORMITY IN THE SOFTWARE PRODUCTS, THE DOCUMENTATION OR THE EXPLANATORY MATERIALS.

4.2 Without limiting the foregoing, as the Software Product is designed to function within an operating system, and as the Software Product contains components that have been developed or customized by third parties including open source or free software set forth in the Third Party Free Software Rights Notice (collectively the "Third Party Components"), Mellanox shall be under no liability or warranty for a Third Party Component and you accept the full risk for the quality and performance of such Third Party Components. Should the Third Party Components turn out to be faulty, the costs for service, repair, or correction must be borne by you.

4.3 You have no right to: (i) make copies of the Software Product for purposes of distribution to the public by sale or by rental, lease or lending; (ii) prepare derivative works based on the copyrighted computer program of the Software Product; (iii) make public performances of the Software Product; or (iv) publicly display the Software Product.

5 Limitation of Liability

IN NO EVENT SHALL MELLANOX BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COST TO COVER, NEGLIGENCE OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR INABILITY TO USE, THE SOFTWARE PRODUCT OR RELATED COMPONENTS OR DOCUMENTATION, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, IN NO EVENT WILL MELLANOX'S TOTAL LIABILITY HEREUNDER, INCLUDING FOR DIRECT DAMAGES, EXCEED THE AMOUNTS ACTUALLY RECEIVED BY MELLANOX FOR THE SOFTWARE PRODUCT, THE USE OF WHICH IS THE CAUSE OF SUCH LIABILITY.

THESE LIMITATIONS WILL APPLY FOR ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT LIABILITY, IN LAW OR IN EQUITY, EVEN IF MELLANOX HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6 Qualifications and Limitations Basis of Bargain

The limited warranty, exclusive remedies and limited liability provisions set forth herein are fundamental elements of the basis of the Agreement between Mellanox and you, and you accept and confirm that Mellanox would not be able to provide the Software Product on an economic basis without such limitations.

7 Term; Termination

This Agreement is effective upon installation or use of the Software Product and shall continue until terminated. This Agreement shall automatically terminate upon your breach of sections 1, 2 and 3. Without prejudice to any other rights, Mellanox may terminate this Agreement if you fail to comply with any other terms and conditions of this Agreement. In the event of termination, you must destroy all copies of the Software Product and all of its components parts. Sections 3, 4 (other than 4.1), 5, 8, 10 and 11 will survive termination of this Agreement for any reason.

8 Title; Trademarks

8.1 Except as specifically permitted herein, no portion of the Software Product, including but not limited to object code and source code and the printed materials accompanying the Software Product, may be reproduced, modified, distributed, republished or otherwise exploited in an form or by any means for any purpose without the prior written permission of Mellanox.

8.2 Subject to section 8.4 below, all rights and title in and to the Software Product, and any change, enhancement, addition, correction, modification and/or derivative work of the Software Product, whether made by Mellanox or by you, are owned exclusively by Mellanox. The Software Product is protected by copyright laws and international treaty provisions.

8.3 The name Mellanox, Mellanox OFED, and all other trademarks, service marks, trade names, and logos of Mellanox are owned by Mellanox, and may not be used in connection with any product or service that is not Mellanox's without the prior written consent of Mellanox. All other trademarks, service marks, trade names, or logos cited herein are the property of their respective owners.

8.4 This Software Product operates or interfaces with certain third party free software programs, the details, and the limitations applying to the use, of which, are set forth in the "Third Party Free Software Rights Notice" attached hereto. If you wish to obtain source code pursuant to GPL or LGPL licenses for the items listed in the attached, please contact Mellanox at the address detailed at: www.mellanox.com/page/gnu_code_request

9 Product Support

9.1 Product support for the Software Product is provided by Mellanox or its authorized agents under a separate agreement, in accordance with Mellanox's standard support and maintenance terms and conditions. For product support, please refer to Mellanox's support number provided in the documentation for the Hardware. However, support is not available for components not tested by Mellanox which have been taken from OFED on an "as-is" basis.

10 Governing Law and Jurisdiction

10.1 This Agreement shall be construed and governed in accordance with the laws of the State of Massachusetts USA, regardless of its conflict of laws rules, and the competent Federal and State courts of Massachusetts USA shall have sole and exclusive jurisdiction over any dispute under this Agreement or otherwise related to the Software Product.

11 Mellanox OFED Software:
Third Party Free Software Rights Notice (Generated by BlackDuck® Tool)

The Mellanox OFED software for Linux operates or interfaces with certain third party software programs, the rights in which are hereby acknowledged, as follows:

Package Version Link to License License Linking
OpenFabrics Enterprise Distribution - OFED 1.5.3 http://www.openfabrics.org BSD 2.0 Dynamic
2.2
August 2002
1.5.3 http://sourceforge.net/projects/hbaapi LGPL 2.1 Dynamic
HBAAPI vendor library for Linux 1.0.7 http://sourceforge.net LGPL 2.1 Dynamic
knem 0.9.7 http://runtime.bordeaux.inria.fr/knem BSD 2.0 Dynamic
libpciaccess 0.10.5 http://cgit.freedesktop.org/xorg/lib/libpciaccess MIT License V2 Dynamic
MVAPICH 1.2.0, 1.6 http://mvapich.cse.ohio-state.edu/download/mvapich BSD 2.0 Dynamic
Open MPI 1.4.3 http://www.open-mpi.org MIT License V2 Dynamic
sdpnetstat 1.6 https://launchpad.net/ubuntu/+source/sdpnetstat GPL 2.0 Dynamic

12 Entire Agreement

This agreement is the complete and exclusive agreement between you and Mellanox, and it supersedes any prior proposal, representation or understanding between the parties, oral or written, and any other communication relating to the subject matter of this agreement.

I Have Read the Above End User License Agreement.