| Please read the following Software License Agreement. |
| It is necessary that you understand it and agree to be bound by its terms |
| in order to use the accompanying software product(s) and associated files. |
| |
| RESOUNDING TECHNOLOGY, INC. |
| SOFTWARE LICENSE AGREEMENT |
| |
| IMPORTANT: DO NOT RUN OR EXAMINE THE ACCOMPANYING SOFTWARE PRODUCT UNTIL |
| YOU HAVE READ THIS AGREEMENT. BY RUNNING THE SOFTWARE PRODUCT, YOU AFFIRM |
| THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT |
| ALL OF THE TERMS OF THIS AGREEMENT (1) DO NOT RUN THE SOFTWARE |
| (2) DISCONTINUE THE INSTALLATION AND LICENSING PROCESS BY |
| DELETING ALL FILES THAT CAME WITH THIS DISTRIBUTION. |
| |
| This software ("Software") is licensed, not sold, to you for use |
| only under the terms of this License Agreement ("Agreement"). |
| Resounding Technology, Inc. ("Licensor") continues to own the |
| Software and reserves any rights not expressly granted to you. |
| |
| 1. LICENSE GRANT. Licensor grants to you, subject to the terms |
| and conditions of this Agreement, a nonexclusive, nontransferable |
| right to use the Software. This Agreement grants to you the |
| right to install and use the Software on a hard disk or other |
| storage device on any computer. You may copy the Software in |
| object code form only for archival and back-up purposes, |
| provided such back-up copy is not installed or used on any |
| computer. Ownership of, and title to, the Software and any |
| manuals, guides or any other printed material that Licensor |
| provided to you for use with the Software ("Documentation") |
| is and will be held by Licensor and its licensors. |
| |
| 2. PROTECTION OF SOFTWARE. You agree to protect the Software |
| and the Documentation from unauthorized copying or use. You |
| acknowledge that the source code for the Software and other |
| trade secrets embodied in the Software have not been, and are |
| not going to be, disclosed to you. Modifications of, additions |
| to, or deletions from the Software (including any deletion or |
| addition of code) are strictly prohibited. Except as |
| specifically permitted in this Agreement, you agree not to, |
| directly or indirectly, (i) use any Confidential Information |
| to create any software or documentation that is similar to |
| any of the Software or Documentation; (ii) reverse engineer, |
| disassemble or decompile the Software; (iii) encumber, |
| transfer, sublicense, rent, lease, time-share or use the |
| Software in any service bureau arrangement; or (iv) copy |
| (except as provided herein), distribute, manufacture, |
| adapt, create derivative works of, translate, localize, |
| port or otherwise modify Software or permit any third party |
| to engage in any of the acts proscribed in clauses (i) through (iv). |
| You agree not to remove or alter any printed or on-screen |
| copyright, trade secret or other legal notices contained on or |
| in the Software or the Documentation. |
| |
| 3. CONFIDENTIALITY. |
| |
| 3.1 Confidential Information. "Confidential Information" means |
| all confidential, proprietary or trade secret information of |
| Licensor, including without limitation all Software, all |
| Documentation and all other information or material which is |
| provided or disclosed by Licensor to you for the purposes |
| specified in this Agreement, whether such information is |
| disclosed by Licensor (a) in writing or other tangible medium, |
| (b) visually, or (c) orally. "Confidential Information" does |
| not include any portion of any such information to the extent that |
| you can clearly demonstrate that it: (i) is or becomes known in the |
| trade through no act or omission by you; (ii) is disclosed to you |
| by a third party who has a right to make such disclosure without |
| any obligation of confidentiality to Licensor; or (iii) is |
| independently developed by you without reference to such information. |
| |
| 3.2 Confidentiality Obligations. You agree to (a) use the highest |
| commercially reasonable degree of care to protect and maintain the |
| Confidential Information as confidential and to hold the |
| Confidential Information in trust for the exclusive benefit of |
| Licensor; (b) use the Confidential Information solely as expressly |
| permitted by this Agreement; (c) not disclose the Confidential |
| Information to any person or entity not a party to this Agreement; |
| and (d) return to Licensor at anytime upon Licensor's request, |
| any and all Confidential Information. |
| |
| 4. OWNERSHIP. Licensor retains all of its respective rights, title |
| and interest in the Software and the Documentation, including |
| without limitation any and all patents, patent applications, |
| copyrights, trade secrets, trademarks and other intellectual |
| property rights, and you agree not to take any action inconsistent |
| with such title and ownership. YOU ACKNOWLEDGE AND AGREE THAT THE |
| SOFTWARE MAY CONTAIN CODE OR REQUIRE DEVICES THAT DETECT OR PREVENT |
| UNAUTHORIZED USE OF THE SOFTWARE. |
| |
| |
| |
| 5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. |
| |
| 5.1 Disclaimer of Warranty. YOU ACKNOWLEDGE THAT THE SOFTWARE WILL |
| CEASE TO TRANSMIT AFTER EACH FIFTEEN (15) MINUTE PERIOD OF USE UNTIL |
| IT HAS BEEN MADE FULLY FUNCTIONAL BY SUBMITTING REGISTRATION |
| INFORMATION TO LICENSOR IN RETURN FOR A SOFTWARE LICENSE KEY |
| (SECTION 6.1). YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND THE |
| DOCUMENTATION ARE BEING SUPPLIED TO YOU ON AN "AS IS" BASIS. |
| LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE |
| SOFTWARE AND THE DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, ORAL OR |
| WRITTEN, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY |
| PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AS WELL AS ALL |
| WARRANTIES ARISING BY USAGE OF TRADE AND COURSE OF DEALING. |
| LICENSOR DOES NOT WARRANT THAT (A) THE SOFTWARE WILL MEET YOUR |
| REQUIREMENTS, (B) OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED |
| OR ERROR FREE, OR (C) DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS |
| DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE |
| LIMITATIONS MAY NOT APPLY TO YOU. To the extent permissible, any |
| implied warranties are limited to thirty (30) days. |
| |
| 5.2 Limitation of Liability. LICENSOR'S LIABILITY FOR DAMAGES TO |
| LICENSEE FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY |
| CLAIM OR ACTION, SHALL NOT EXCEED FIVE (5) DOLLARS. LICENSOR SHALL |
| IN NO EVENT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA, |
| INTERRUPTION OF BUSINESS, OR FOR DIRECT, INDIRECT, SPECIAL, |
| INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER |
| UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION |
| WITH THE SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, EVEN IF |
| LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME |
| JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL |
| OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY |
| NOT APPLY TO YOU. |
| |
| 6. USER INFORMATION. |
| |
| 6.1 Registration. Upon registering the Software with Licensor, you |
| will be issued an alphanumeric user identification and a license |
| key that will allow full operation of the Software ("Registration"). |
| You are responsible for maintaining the confidentiality of your |
| user identification number and license key and are liable for any |
| harm or loss resulting from disclosing or allowing disclosure of |
| any license key or from use by any person of your license key to |
| gain access to the Software. |
| |
| 6.2 Former Users. Users whose accounts have been terminated by |
| Licensor may not access the Software in any manner or for any reason |
| without the express written permission of Licensor. Active Users |
| may not knowingly allow former Users who have been terminated to |
| use the active User's accounts. |
| |
| 7. Support & UPGRADES. As long as Licensor generally offers to |
| third parties licenses to use the Software, Licensor will (i) |
| maintain an e-mail address for responding to maintenance issues and |
| users questions and (ii) provide generally offered updates or |
| enhancements of the Software and the Documentation that Licensor |
| periodically makes available to Users. Any updates or enhancements |
| to the Software delivered by way of support services shall be |
| treated for all purposes under this Agreement as Software and all |
| intellectual property rights therein shall be retained by Licensor. |
| |
| 8. TERM AND TERMINATION. This Agreement shall remain in force |
| until terminated as provided herein. You may terminate this |
| Agreement at any time and for any reason upon deletion of the |
| Software from any computer or storage device. This Agreement will |
| also terminate if you breach any of the terms or conditions of |
| this Agreement. You agree that in the event of the termination of |
| this Agreement for any reason, your license rights to the Software |
| and the Documentation are immediately terminated. Licensor reserves |
| the right without notice to disable (including remotely) the |
| Software in the event of a breach of this Agreement by you. The |
| rights and obligation of the parties under Sections 3 (Confidential |
| Information), 4 (Ownership), 5.1 (Warranty), 5.2 (Limitation of |
| Liability), 10 (Compliance with Laws), 11 (General Provisions and |
| this Section 8 will survive the termination of this Agreement. |
| |
| 9. U.S. GOVERNMENT RESTRICTED RIGHTS. If the Software or |
| Documentation is acquired by or on behalf of a unit or agency of the |
| United States Government (the "Government"), the Government agrees |
| that such Software and Documentation is "commercial computer |
| software" and "commercial computer software documentation", |
| respectively, and that absent a written agreement to the contrary, |
| the Government's rights with respect to such Software and |
| Documentation are, in the case of civilian agency use, RESTRICTED |
| RIGHTS, as defined in FAR §52.227.19, and if for the Department of |
| Defense use, limited by the terms of this Agreement, pursuant to |
| DFAR §227.7202. The use of the Software or Documentation by the |
| Government constitutes acknowledgment of Licensor's proprietary |
| rights in the Software and Documentation. Contractor/manufacturer |
| is Licensor. Licensor's address is set forth at the end of this |
| Agreement. |
| |
| 10. COMPLIANCE WITH LAWS. You agree that you shall not export or |
| re-export, directly or indirectly (including via remote access), |
| Software, Documentation or other information or materials provided |
| by Licensor hereunder, to any country for which the United States |
| or any other relevant jurisdiction requires any export license or |
| other governmental approval at the time of export without first |
| obtaining such license or approval. It shall be your responsibility |
| to comply with the latest United States export regulations, and you |
| shall defend and indemnify Licensor from and against any damages, |
| fines, penalties, assessments, liabilities, costs and expenses |
| (including reasonable attorneys' fees and court costs) arising out |
| of any claim that the Software, Documentation, or other information |
| or materials provided by Licensor hereunder were exported or |
| otherwise accessed, shipped or transported in violation of |
| applicable laws and regulations. You shall comply with all laws, |
| legislation, rules, regulations, and governmental requirements with |
| respect to the Software, and the performance by Licensee of its |
| obligations hereunder, of any jurisdiction in or from which Licensee |
| directly or indirectly causes the Software to be used or accessed. |
| |
| 11. GENERAL. |
| |
| 11.1 Severability. In the event that any provision of this Agreement |
| shall, in whole or in part, be determined to be invalid, unenforceable |
| or void for any reason, such determination shall affect only the |
| portion of such provision determined to be invalid, unenforceable or |
| void, and shall not affect in any way the remainder of such provision |
| or any other provision of this Agreement. |
| 11.2 Waiver. The waiver by either party of a breach or a default of |
| any provision of this Agreement by the other party shall not be |
| construed as a waiver of any succeeding breach of the same or any |
| other provision, nor shall any delay or omission on the part of |
| either party to exercise or avail itself of any right, power or |
| privilege that it has, or may have hereunder, operate as a waiver of |
| any right, power or privilege by such party. |
| 11.3 Governing Law; Jurisdiction & Venue This Agreement shall be |
| governed by and construed in accordance with the laws of the |
| Commonwealth of Massachusetts, without regard to its choice of law |
| provisions. In the event of any conflict between foreign laws, rules |
| and regulations and those of the United States, the laws, rules and |
| regulations of the United States shall govern. The United Nations |
| Convention on Contracts for the International Sale of Goods shall |
| not apply to this Agreement. Exclusive jurisdiction and venue for |
| any litigation arising under this Agreement is in the federal and |
| state courts located in Suffolk County, Massachusetts and you agree |
| to take any and all necessary or appropriate action to submit to the |
| jurisdiction and venue of such court. |
| 11.4 Entire Agreement; Amendment. This Agreement constitutes the |
| entire agreement between the parties with regard to the subject |
| matter hereof and supersedes all prior understandings and |
| agreements, whether written or oral, as to such subject matter. No |
| waiver, consent, modification or change of terms of this Agreement |
| shall bind either party unless in writing signed by both parties, |
| and then such waiver, consent, modification or change shall be |
| effective only in the specific instance and for the specific purpose |
| given. |
| 11.5 Assignment. This Agreement and the rights and obligations |
| hereunder, may not be assigned, in whole or in part by Licensee, |
| without the prior written consent of Licensor. In the case of any |
| permitted assignment or transfer of or under this Agreement, this |
| Agreement or the relevant provisions shall be binding upon, and |
| inure to the benefit of, the successors, executors, heirs, |
| representatives, administrators and assigns of the parties hereto. |
| 11.6 Acknowledgment. You acknowledge that (a) you have read and |
| understand this Agreement; and (b) that this Agreement has the same |
| force and effect as a signed agreement. |
| |
| Licensor: |
| |
| Resounding Technology, Inc. |
| 87 Marshall Street |
| Building 10 |
| North Adams, MA 01247 |
| www.resounding.com |
| |
| |
| |
| IF YOU DO NOT AGREE TO ALL OF THE FOREGOING, or are not authorized to agree, |
| delete all copies of the accompanying software and associated files from your |
| computer systems and backup media. If authorized, you may accept at |
| another time. |