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.

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

2.2 Restrictions. You will use the Licensed Software only for purposes set forth herein, and, further, You expressly agree that You DO NOT have rights to:

1. (a) own title, or transfer title to the Licensed Software to another party;
2. (b) distribute, or sublicense or otherwise provide copies or any rights in relation to the Licensed Software to any third party;
3. (c) pledge, hypothecate, alienate or otherwise encumber the Licensed Software to any third party;
4. (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
5. (e) modify, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the Licensed Software.

2.3 Enforcement 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.

2.4 Source 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.

2.5 Automatic 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.

2.6 Third party code. Additional copyright notices and license terms applicable to portions of the Software are set forth in the "C:\Program Files (x86)\GIGABYTE\AppCenter\EULA", In addition to any terms and conditions of any third party opensource/freeware license identified in the "C:\Program Files (x86)\GIGABYTE\AppCenter\EULA", 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.

3.1 Copyright. 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."

3.2 Trade-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.

4.1 Title. 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.

5.1 Warranty. 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.

5.2 DISCLAIMER. 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.

6.1 LIMITATION 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.

7.1 Term. 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.

8.1 JURY TRIAL WAIVER. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES HERETO WAIVE TRIAL BY JURY WITH RESPECT TO ANY MATTERS OR DISPUTES ARISING UNDER OR RELATING TO THIS EULA. Any claim or cause of action arising under this EULA must be commenced within one (1) year after the claim or cause of action arises.

9.1 Headings. 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.

9.2 Entire 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.

9.3 Equitable 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.

9.4 Force 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.

9.5 Relationship 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.

9.6 Severability. 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.

9.7 Revisions 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 posted at https://www.gigabyte.com/WebPage/469/APP-Center-EULA.html shall apply as soon as they are posted. By continuing to use the Licensed Software after so posted, you are indicating your acceptance thereto.