LOUD Technologies Software License Please read this license carefully before using the accompanying Software. By using the Software or opening this envelope, you are agreeing to be bound by the terms of this license. If you do not agree to the terms of this license, promptly return the Software and this unopened envelope to the place you obtained it and your money will be refunded. Software as used herein means all computer code (both source and object) including, but not limited to, all interfaces, navigational devices, search engines, databases, menus, menu structures or arrangements, drivers, development tools, icons, operational instructions, scripts, commands, and syntax, whether created, or licensed from third parties by LOUD Technologies, including all associated documentation. 1. Software License. Any Software whether on disk, in read-only memory, or on any other media, and related documents are licensed to you by LOUD Technologies. You own the disk(s) on which the Software is recorded but LOUD Technologies and/or LOUD Technologies’ Licensor(s) retain all rights, title, and interest to the Software and related documentation. This License allows you to use the Software on a single computer and make one copy of the Software in machine-readable form for backup purposes only. You must reproduce on such copy LOUD Technologies’ copyright notice and any other proprietary legend on the original copy of the Software. 2. Restrictions on Software Use. The Software contains copyrighted material, trade secrets and other proprietary material and in order to protect them you may not decompile, reverse engineer, disassemble or otherwise reduce the Software to human-perceivable form, or in any way analyze or utilize in a manner inconsistent with this license, or allow a third party to do so. You may not modify, network, rent, lease, loan, distribute, create derivative works, or use the Software to create a compilation based upon the Software in whole or in part. You may not electronically transmit the Software from one computer to another over a network or other means of transmission. 3. Support. You acknowledge and agree that LOUD Technologies may not offer any technical support in the use of the Software. 4. Termination. This License is effective until terminated. You may terminate this License at any time by destroying the Software and related documentation and all copies thereof. This License will terminate immediately without notice from LOUD Technologies if you fail to comply with any provisions of this License. Upon termination you must destroy the Software and related documentation and all copies thereof. 5. Export Law Assurances. You agree and certify that neither the Software nor any other technical data received from LOUD Technologies, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States and with LOUD Technologies’ express permission. 6. Government End Users. If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) if the Software is supplied to the Department of Defense (DOD), the Software is classified as 'Commercial Computer Software' and the Government is acquiring only 'restricted rights' in the Software and its documentation as that term is defined in Clause 252.227-701(c)(1) of the DFARS; and (ii) if the Software is supplied to any unit or agency of the United States Government other than DOD, the Government’s rights in the Software and its documentation will be defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in clause 18-52.227-86(d) of the NASA supplement to the FAR. 7. Limited Warranty on Software Media (if provided on disks). LOUD Technologies warrants the disks on which the Software is recorded to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase as evidenced by a copy of the purchase receipt. LOUD Technologies’ entire liability and your exclusive remedy will be the re-placement of the defective disk when it is returned postage prepaid to LOUD Technologies at the address below or a LOUD Technologies’ authorized representative with a copy of the purchase receipt. LOUD Technologies will have no responsibility to replace a disk dam-TO SOFTWARE MEDIA, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES ON THE DISKS, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND FROM COUNTRY TO COUNTRY. 8. Disclaimer of Warranty on Software. You expressly acknowledge and agree that use of the Software is at your sole risk. The Software and related documentation are provided 'AS IS' and without warranty of any kind. LOUD TECHNOLOGIES EXPRESSLY DIS-CLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. LOUD TECHNOLOGIES DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, LOUD TECHNOLOGIES DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, AC-CURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LOUD TECHNOLOGIES OR A LOUD TECHNOLOGIES AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT LOUD TECHNOLOGIES OR ANY LOUD TECHNOLOGIES AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 9. Limitation of Liability. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL LOUD TECHNOLOGIES BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR EARNINGS, DAMAGE TO PROPERTY OR PERSON, OR ATTORNEYS’ FEES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF LOUD TECHNOLOGIES OR A LOUD TECHNOLOGIES AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LOUD TECHNOLOGIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. 10. Controlling Law and Severability. This License shall be governed by and construed in accordance with the laws of the United States and the State of Washington, as applied to agreements entered into and to be performed entirely within Washington between Washington residents. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of the License shall continue in full force and effect. 11. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of LOUD Technologies. LOUD Technologies Inc. - 16220 Wood-Red Road NE - Woodinville, WA 98072 - USA ©2004 LOUD Technologies Inc. All Rights Reserved.