MAD CATZ END USER LICENSE AGREEMENT

IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALLATION:

This Mad Catz Inc. (“Mad Catz”) End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Mad Catz. Mad Catz is willing to license the enclosed software product(s) in this installation which may include associated software components, media, printed materials, and "online" or electronic documentation (collectively “Software”) to you only on the condition that you accept all of the terms contained herein. By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and Mad Catz, (referred to as "Licensor"), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the Software.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This Software is licensed, not sold.

1. GRANT OF LICENSE.

The Software is licensed as follows:

(a) Installation and Use.

Mad Catz grants you the right to install and use copies of the Software on your computer running a validly licensed copy of the operating system for which the Software was designed.

(b) Backup Copies.

You may also make copies of the Software as may be necessary for backup and archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

(a) Maintenance of Copyright Notices.

You must not remove or alter any copyright notices on any and all copies of the Software.

(b) Distribution.

You may not distribute registered copies of the Software to third parties. Evaluation versions available for download from Mad Catz's websites may be freely distributed.

(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.

You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(d) Rental.

You may not rent, lease, or lend the Software.

(e) Support Services.

Mad Catz may provide you with support services related to the Software ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this EULA.

(f) Compliance with Applicable Laws.

You must comply with all applicable laws regarding use of the Software.

3. TERMINATION

Without prejudice to any other rights, Mad Catz may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software in your possession.

4. COPYRIGHT

All rights, title and interest, including but not limited to copyrights, in and to the Software and any copies thereof are owned by Mad Catz or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Mad Catz.

5. NO WARRANTIES

MAD CATZ EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED “AS IS'”WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS OF A PARTICULAR PURPOSE OR WARRANTIES RELATED TO TITLE, ACCURACY OR COMPLETENESS OF RESPONSE, RESULTS, NEGLIGENCE, LACK OF WORKMANLIKE EFFORT, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION. MAD CATZ DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE. MAD CATZ MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. MAD CATZ FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS OR TO ANY THIRD PARTY.

6. EXCLUSION OF LIABILITY

IN NO EVENT SHALL MAD CATZ BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF CONFIDENTIAL INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INLCUDING GOOD FAITH OR REASONABLE CARE), NEGLIGENCE OR ANY OTHER PECUNIARY LOSS OR LOST INFORMATION) RISING OUT OF 'AUTHORIZED USERS' USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF MAD CATZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MAD CATZ BE LIABLE FOR LOSS OF DATA OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR OTHER DAMAGES BASED IN CONTRACT, TORT OR OTHERWISE. MAD CATZ SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.

7.  LIMITATION OF LIABILITY AND REMEDIES. NOT WITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF MAD CATZ AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

8. GENERAL. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any dispute arising hereunder shall be submitted to the non-exclusive jurisdiction of courts located in the County of San Diego, California. If any term herein is held to be invalid or unenforceable, then such term (in so far as it is invalid or unenforceable) shall be given no effect and deemed to be excluded without invalidating any of the remaining terms. This Agreement constitutes the entire understanding with respect to the use of the Software. Mad Catz reserves the right to amend this Agreement at any time without notice.

9. U.S. GOVERNMENT RESTRICTED RIGHTS

The Software is provided to the U.S. government only with restricted rights and limited rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in 48 C.F.R. 2.101 (October 1995), consisting of '"Commercial Computer Software" and 'Commercial Computer Software Documentation as such terms are used in 48C.F.R. 12.212 (September 1995), and in FAR Sections 52-227-14 and 52-227-19 r DFARS Section 52-227-7013 (c)(1) (ii), or their successors, as applicable. Consistent with 48 C.F.R. 12.512 and 48 C.F.R. 227-7202-1 through 27-7204-4 (June 1995), or any successor regulations, this Software is provided to U.S. Government users pursuant to the terms and conditions herein.