SOFTWARE LICENSE AGREEMENT This document states the terms and conditions upon which DIGI International ("DIGI") offers to license ("License") the enclosed software ("Software"). By breaking the seal on this envelope containing the Software, you are agreeing to become bound by the terms of this agreement. If you do not agree with the terms of this agreement, do not break the seal on this envelope; promptly return the package to the place where you obtained it for a full refund. The enclosed computer program as supplied by DIGI is licensed, not sold, to you to use under the terms of this License and DIGI reserves all rights not expressly granted to you. You own the disk or other media on which the software is originally or subsequently recorded or fixed but DIGI retains ownership of all copies of the Software itself. 1. License: This License allows you to: (a) Use the Software for internal purposes on one local area network exclusively for use in interfacing to a DIGI FastPort(s). (b) Make one copy of the Software in machine readable form solely for backup purposes (you must reproduce on any copy all copyright notices and any other confidential or proprietary legends that are on the original copy of the Software); (c) Transfer the Software and rights under this License to another party together with a copy of this Agreement provided that the other party reads and agrees to accept the terms and conditions of this Agreement and provided further that you do not retain any copy of the Software. 2. Restrictions: (a) You may not market, distribute or transfer (other than in accordance with section 1 (c) above) copies of the Software to others or electronically transfer the Software over a network. The Software contains trade secrets, and in order to protect them you may not decompile, reverse engineer or otherwise reduce the Software to a form allowing others to modify the source or object code or disclose them to any third party. YOU MAY NOT MODIFY, TRANSLATE, RENT, LEASE OR LOAN THE SOFTWARE OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE OR THE ACCOMPANYING WRITTEN MATERIALS. (b) The Software and the accompanying written materials are copyrighted. Unauthorized copying of the Software is expressly forbidden. (c) You understand that DIGI may update or revise or develop new versions of the Software (herein "improvements") and in so doing incurs no obligations to furnish you such improvements. 3. Termination: This License is effective until terminated. Except for Sections 6, 7, 8, this License shall terminate automatically upon your breach of your obligations under this License. Upon termination, you agree that you will destroy the Software and all copies. This remedy shall be in addition to any other remedies available to DIGI. 4. Export Control: You assure DIGI that you will not export or reexport (as defined in Section 379.1, (b)-(c) of the Export Administration Regulations- "Regulations" and any amendment thereto: (a) the Software or (b) the immediate product (including processes and services) produced directly by use of the Software, to any group Q, S, W, Y, or Z country specified in Supplement No. 1 to section 370 of the regulations as amended from time to time, without prior authorization ( if required ) of the Office of Export Licensing, U.S. Department of Commerce. 5. Government End Users: If this Software is acquired by or on behalf of a unit or agency of the United States Government this provision applies. This Software: (a) Was developed at private expense, is existing computer software, and no part of it was developed with government funds; (b) Is a trade secret of DIGI for all purposes of the Freedom of Information Act; (c) Is "restricted computer software" submitted with restricted rights in accordance with subparagraphs (c) through (d) of the Commercial Computer Software-Restricted Rights clause at 52.227-19 and its successors; (d) In all respects is proprietary data belonging solely to DIGI; (e) Is unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense (DOD) this Software is licensed only with "Restricted Rights" as the term is defined in the DOD Supplement to the Federal Acquisition Regulation 52.227-7013 (c)(i)(ii) and use, duplication or disclosure is subject to restrictions as set forth in subdivision (c)(i)(ii) of the Rights in Technical Data and Computer Software clause at 52.227-7013. (f) Contractor/ manufacturer is DIGI International, 1299 Orleans Drive, Sunnyvale, CA 94089. If this Software was acquired under a GSA Schedule, the Government has agreed to refrain from changing or removing any insignia or lettering from the Software or the documentation that is provided or from producing copies of manuals or media ( except for backup purposes and in accordance with the terms of this Agreement). 6. Limited Warranty: (a) DIGI warrants that the Software and accompanying media will perform substantially in accordance with the specifications set forth in the accompanying documentation for a period of (1) one year after your payment of the license fee, when properly installed on a computer for which the Software is licensed hereunder. DIGI does not warrant that the operation of the Software will meet your requirements or operate free from error. DIGI DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS; (b) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DIGI, ITS DEALERS, DISTRIBUTORS, OEM'S, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE: (c) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE. 7. Limited Remedies: (a) If the Software or media fails to perform as warranted, your sole an exclusive remedy shall be to return the media to DIGI, postage prepaid with a copy of the receipt. DIGI shall, at its option, (i) issue a replacement with Software or media which conforms to the warranty, or (ii) correct the error, or (iii) refund the License fee; (b) DIGI SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ( INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS OR THE LIKE ) ARISING OUT OF THE INABILITY TO USE THE SOFTWARE EVEN IF DIGI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (c) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU; (d) THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY ARE FUNDAMENTAL REQUIREMENTS OF THE BASIS OF THE BARGAIN BETWEEN DIGI AND YOU. DIGI WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH PROVISIONS. 8. Limited Liability: The liability of DIGI for any claims arising out of the License based upon the Software, regardless of the form of action, shall not exceed the greater of the Software License fee or $50.00. 9. DIGI International is a corporation with its principal office at: 11001 Bren Road East, Minnetonka, MN 55343. 10. General: This License shall be governed and interpreted in accordance with the laws of, and exclusively enforced in the State of California for contracts entered into and to be performed entirely in California. This License shall be construed as to make each provision enforceable to the maximum extent possible under governing law. This License contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or understandings (oral or written). Failure or delay in enforcing any right or provision of this agreement shall not be deemed a waiver of such provision or right with respect to any subsequent breach or a continuance of any existing breach after demand for strict performance. If any provision of this License shall be held by a California court to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provision of this License will remain in full force and effect.