THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DIGITAL ACOUSTICS, LLC (“Digital Acoustics”). PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE AND PROMPTLY RETURN, WITHIN 30 DAYS OF PURCHASE, THE SOFTWARE, USB LICENSE KEY(S) AND ALL ACCOMPANYING MATERIAL TO THE PLACE OF ACQUISITION FOR A FULL REFUND.

SOFTWARE PRODUCT LICENSE

1. Ownership. The enclosed software programs (“Software”), USB License Key (“Key”) and the accompanying material are owned by Digital Acoustics and its suppliers. The Software, Key and the accompanying material are protected by United States and international laws and treaties regarding copyrights and other intellectual property rights. The Software and Key are licensed, not sold, to you for use only under the terms of this Agreement. As between you and Digital Acoustics, Digital Acoustics retains all title to and ownership of the Software, Key and any accompanying material, and reserves all rights not expressly granted to you in this Agreement.
2. Use of Software. The operation of the Software is determined by the USB License Key you obtain from Digital Acoustics. The Key determines the expiration date, if any, and the number of concurrent users of the software at any given time. The Software will not operate without the Key. The Software may be used on multiple computers as long as the Software is communicating solely with devices manufactured by Digital Acoustics or its licensees, and a properly licensed Key from Digital Acoustics has been obtained.
3. Software Copies. You may make multiple copies of the machine-readable portion of the Software for installation on multiple computers, provided that you reproduce on the copy all copyright and other proprietary rights notices included on the original Software.
4. Transfer of License. You may transfer your license of the Software and Key provided that (a) you transfer all portions of the Software and your Key, (b) you do not retain any portion of the Software or any copy thereof, and (c) the transferee reads and agrees to be bound by the terms and conditions of this Agreement.
5. Prohibitions on Modifying and Renting of the Software. Except to the extent expressly permitted by the laws of the jurisdiction where you acquired the Software, you may not modify, create derivative works of, adapt, translate, rent, lease, loan or sublicense the Software, Key or its accompanying material.
6. Decompiling, Disassembling or Reverse Engineering. You acknowledge that the Software and Key contain trade secrets and other proprietary information of Digital Acoustics and its suppliers. Except to the extent expressly permitted by the laws of the jurisdiction where you are located, you may not decompile, disassemble or otherwise reverse engineer the Software or Key, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the Software and Key. In any event, you will notify Digital Acoustics of any information derived from decompiling, disassembling, reverse engineering or such other activities and the results thereof will constitute the confidential information of Digital Acoustics. You shall have no right to make available to any third party such confidential information or use such confidential information except in connection with the normal use of the Software.
7. Termination. The license granted to you is effective until terminated. You may terminate it at any time by returning the Software (including any portions or copies thereof) and Key to Digital Acoustics. The license will also terminate automatically without any notice from Digital Acoustics if you fail to comply with any term or condition of this Agreement. You agree upon such termination to return the Software (including any portions or copies thereof) and Key to Digital Acoustics. Upon termination, Digital Acoustics may also enforce any rights provided by law.
8. Export Control. You will not, without prior authorization of the U.S. Department of Commerce or any other governmental entity which has jurisdiction, export or transmit the Software or Key to any country to which such export or transmission is restricted by any applicable U.S. regulation or law.
9. U.S. Government Restricted Rights. The Software, Key and accompanying material are provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subdivision (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Digital Acoustics, LLC, 216 Terrace Dr Mundelein, IL 60060, U.S.A.

MISCELLANEOUS

This Agreement shall be governed and interpreted in accordance with the laws of the State of Illinois, USA., as applied to contracts entered into and performed entirely in Illinois. This Agreement shall be construed in such fashion as to make each provision enforceable to the maximum extent possible under governing law. This Agreement 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. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

LIMITED WARRANTY

Digital Acoustics warrants that the Software will perform substantially in accordance with its accompanying documentation for a period of ninety (90) days from the date of purchase. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, DIGITAL ACOUSTICS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUATION OF ANY SERVICE OR FUNCTION PROVIDED THROUGH THE INTERNET OR NON-INFRINGEMENT. NEITHER DIGITAL ACOUSTICS NOR ITS SUPPLIERS WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. YOU ALSO ASSUME THE ENTIRE RISK OF ANY USE OF THE SOFTWARE. NO DISTRIBUTOR, DEALER OR ANY OTHER ENTITY OR PERSON IS AUTHORIZED TO EXPAND OR ALTER THIS WARRANTY. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY/STATE TO COUNTRY/STATE. SOME COUNTRIES/STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED CONDITIONS AND WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. DIGITAL ACOUSTICS DISCLAIMS ALL CONDITIONS AND WARRANTIES OF ANY KIND IF THE SOFTWARE HAS BEEN CUSTOMIZED, REPACKAGED OR ALTERED IN ANY WAY BY YOU OR ANY OTHER PARTY.

EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY

THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH ABOVE WILL BE, AT DIGITAL ACOUSTICS’S OPTION, (a) RETURN OF THE PURCHASE PRICE OR (b) REPLACEMENT OF THE DEFECTIVE SOFTWARE OR KEY. IN NO EVENT WILL DIGITAL ACOUSTICS OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES OR LOST DATA ARISING FROM OR RELATING TO THE SOFTWARE, ITS USE OR INABILITY OF USE. IN NO EVENT WILL DIGITAL ACOUSTICS ‘S OR ANY OF ITS SUPPLIERS’ LIABILITY OR DAMAGES TO YOU OR ANY OTHER PARTY EVER EXCEED THE AMOUNT PAID BY YOU TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF THE CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE). SOME COUNTRIES/STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.