End-User Software Licence Agreement ("EULA")

READ THE FOLLOWING LICENCE AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION

ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY
APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON
THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO
THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK
THE "DO NOT ACCEPT" BUTTON OR DO NOT USE THIS APPLICATION.
1. DEFINITIONS
1.1.Definitions. Capitalized terms in this Agreement will have the following
meanings:
(1). "Agreement" or "EULA" means this Software License Agreement between Us and
You;
(2). "Licensed Software" means software products downloaded from our website, App
Center or Control Center and being provided to You under this Agreement, including
services provided in connection with such software;
(3). "Sublicensed Software" means certain third party owned software components
being provided under this Agreement, that are required to properly enable or
operate the Licensed Software;
(4). "You" or "Your" means the person or company who is being licensed to use the
Licensor software in association with the Usage Agreement ("Usage Agreement").
(5). "We", "Our" and "Us" means GIGABYTE Technology Co., Ltd..

2. SOFTWARE LICENCE RESTRICTIONS

2.1Grant. We grant You a limited, personal, non-commercial, non-exclusive license
to use the Software solely in accordance with its intended purpose.

2.2Restrictions. You will use the Licensed Software only for purposes set forth
herein, and, further, You expressly agree that You?DO NOT?have rights to:
(a) own title, or transfer title to the Licensed Software to another party;
(b) distribute, or sublicense or otherwise provide copies or any rights in relation
to the Licensed Software to any third party;
(c) pledge, hypothecate, alienate or otherwise encumber the Licensed Software to
any third party;
(d) use the Licensed Software to rent, lease or otherwise provide location-enabled
telecommunication or information services to Your customers, including, without
limitation, data processing, hosting, outsourcing, service bureau or online
application services (ASP) offerings; or
(e) modify, enhance, reverse-engineer, decompile, disassemble or create
substantially derived forms of the Licensed Software.

2.3Enforcement of Restrictions. We will have the right to inspect and enforce the
restrictions and covenants contained in this Agreement at Your sole expense, and
You hereby agree to promptly notify Us of any known violations of such
restrictions.

2.4Source code. Software may contain source code that, unless expressly licensed
for other purposes, is provided solely for reference purposes pursuant to the terms
of this Agreement. Source code may not be redistributed unless expressly provided
for in this Agreement.

2.5Automatic Update Feature. From time to time, We may automatically update or

otherwise modify the Licensed Software, including, but not limited to, for purposes
of enhancement of security functions, error correction and improvement of
functions, at such time as you interact with our or third parties' servers, or
otherwise. Such updates or modifications may delete or change the nature of
features or other aspects of the Licensed Software, including, but not limited to,
functions you may rely upon. You acknowledge and agree that such activities may
occur at Our sole discretion and that We may condition continued use of the
Licensed Software upon Your complete installation or acceptance of such update or
modifications. Any updates/modifications shall be deemed to be, and shall
constitute part of, the Licensed Software for purposes of this EULA. By acceptance
of this EULA, you consent to such update/modification.

2.6Third party code. Additional copyright notices and license terms applicable to
portions of the Software are set forth in the Default Install Folder. In addition
to any terms and conditions of any third party opensource/freeware license
identified in the Default Install Folder, the disclaimer of warranty and limitation
of liability provisions in paragraphs 5 and 6 of the Agreement shall apply to all
software in this distribution. The Software may be accompanied by third party
created software that is licensed under one or more of the Free Open Source
Software licenses as listed under www.opensource.org/licenses. Such Free Open
Source Software is provided to you solely under the terms of the respective license
agreement or copyright notice accompanying it or in the FOSS licenses file
accompanying the Software. The terms of this EULA do NOT apply to such Free Open
Source Software.

3. COPYRIGHT AND MARKS

3.1Copyright.?The Licensed Software, including any documentation, media, packaging
and illustrations, is copyrighted and constitutes Our valuable property. You agree
that all physical manifestations of the Licensed Software will display Our
copyright notice in a conspicuous manner. The Licensed Software is protected under
Taiwan copyright laws and international treaty provisions. You will have a right to
copy the materials, provided copyright notices and acknowledgement of trade-marks
are included, pursuant to the covenants herein. You will include the following
notice on any printed, electronic, online or packaged version of the Licensed
Software, in any form whatsoever: "Copyright ? [2019] Licensor GIGABYTE Technology
Co., Ltd. All rights reserved."

3.2Trade-marks.?Certain logos, product names and trade-marks owned by Us may be

contained within the printed materials and electronic manifestations of the
Licensed Software. You will have no right to use such marks in its end-user
applications except as set out in the User Agreement.
4. TITLE
4.1Title.?You acknowledge that the Licensed Software, including any associated
written materials and other documentation provided under this Agreement, belongs
exclusively to Us. Unencumbered title to the Licensed Software will, at all times,
remain with Us. You agree to protect the Licensed Software from unauthorized use,
reproduction, distribution or publication in electronic or physical form.
5. WARRANTY AND DISCLAIMER
5.1Warranty.?We warrant that We are the owner of the Licensed Software, and have
the right and authority to grant the licence to the Licensed Software. We do not
warrant, guarantee, accept any condition or make any representation that the
Licensed Software will meet Your requirements or that the use of the Licensed
Software will be uninterrupted or error-free. No other oral or written information
provided by Us will create a warranty or in any way increase Our liability, and You
will not rely on such information.

5.2DISCLAIMER.?WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES, OR ACCEPT ANY

CONDITIONS EXCEPT THOSE EXPRESSLY STATED IN SECTIONS 5.1 ABOVE. WE DISCLAIM ALL
OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF NON-
INFRINGEMENT ,MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME PROVINCES
DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS. THEREFORE,
THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
6. LIMITATION OF LIABILITY AND REMEDIES
6.1LIMITATION OF LIABILITY.?THE ENTIRE RISK ARISING OUT OF THE USE AND/OR
PERFORMANCE OF THIS SOFTWARE REMAINS WITH YOU. IN NO EVENT WILL WE BE LIABLE FOR
ANY LOSSES OR DAMAGES INCURRED BY YOU, WHETHER DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS,
SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS
INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE
INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE
INABILITY TO USE, THE LICENSED SOFTWARE REGARDLESS OF WHETHER YOU HAVE ADVISED US
OR WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH DAMAGES. SOME PROVINCES DO NOT
ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE
ABOVE EXCLUSIONS MAY NOT APPLY.
7. TERM
7.1Term.?This EULA is effective until terminated. We may terminate this EULA
immediately if You fail to comply with its terms. In addition, upon termination You
will have no recourse against Us, our affiliates or Third Party Licensors for your
inability to use the Licensed Software or the accompanying documentation.

8. GOVERNING LAW

8.1 The laws of Republic of China (Taiwan) govern this Agreement and the
interpretation thereof, and any dispute arising from or in connection with this
Agreement shall be settled by arbitration in Taipei in the Mandarin Chinese
language in accordance with the Taiwan Arbitration Act and the then-governing
Arbitration Rules of the Chinese Arbitration Association, Taipei.
8.2 For US residents ONLY
a) This EULA is governed by and construed in accordance with the laws of the State
of California without regard to any conflict of law principles to the contrary.
b) Dispute Resolution. Any dispute, controversy, or claim arising out of or
relating to this EULA will be resolved exclusively and finally by arbitration
conducted by three neutral arbitrators in accordance with the procedures of the
California Arbitration Law and related enforcement rules. In such cases, the
arbitration will be limited solely to the dispute between you and Us. You agree
that the arbitration, or any portion of it, will not be consolidated with any other
arbitration and will not be conducted on a class-wide or class action basis.
?
9. GENERAL
9.1Headings.?The Article and paragraph headings used herein are for convenience
only and are not a part of this Agreement and will not be used in construing it.

9.2Entire Agreement.?This Agreement constitutes the entire agreement of the

Parties, and no amendment to the terms of this Agreement will be effective unless
in writing and signed by both parties hereto.

9.3Equitable Relief.?You agree that any breach of this Agreement by You would cause
irreparable damage, and that, in event of such breach, in addition to any and all
remedies at law, We will have the right to an injunction, specific performance or
other equitable relief to prevent the continuous violations of the terms of this
Agreement.

9.4Force Majeure.?Notwithstanding anything herein to the contrary, We shall not be

liable for any delay or failure in performance caused by circumstances beyond Our
reasonable control.

9.5Relationship of the Parties.?This Agreement does not constitute a partnership or

joint venture, and nothing herein contained is intended to constitute, nor will it
be construed to constitute, such a partnership or joint venture. Except as
expressly provided in this Agreement, neither We nor You will have any power or
authority to act in the name or on behalf of the other party, or to bind the other
party to any legal agreement.

9.6Severability.?The provisions of this Agreement are to be considered separately,

and if any provision hereof should be found by any court or competent jurisdiction
to be invalid or unenforceable, this Agreement will be deemed to have effect as if
such provision were.

9.7Revisions to this Agreement.?We may add to, change, or remove any part, term, or
condition of this EULA, including but not limited to as it applies to the Licensed
Software at any time without prior notice or liability to You. Any such additions,
changes, or removals shall apply the moment they are published on the GIGABYTE EULA
PAGE. By continuing to use the Licensed Software after so posted, you are
indicating your acceptance thereto.