ORBAN Loudness Meter - Software License

CRL SYSTEMS, INC. dba ORBAN END USER LICENSE AGREEMENT

ORBAN LOUDNESS METER

Software License for the Orban Loudness Meter Application

IMPORTANT - READ CAREFULLY BEFORE USING THIS SOFTWARE:

BY INSTALLING AND/OR USING THE SOFTWARE (AS DEFINED BELOW), COPYING THE SOFTWARE, AND/OR CLICKING ON THE “I Accept” BUTTON BELOW, YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AGREE TO ALL OF THE TERMS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”) REGARDING YOUR USE OF THE SOFTWARE. This Agreement for the Orban Loudness Meter Application is a legal agreement between you (either yourself or an entity) and Orban and its suppliers and licensors (collectively “Orban”) for the Orban Loudness Meter Application and the applicable documentation (collectively “Software”).

YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK THE “Do Not Accept” BUTTON AND/OR DO NOT INSTALL THE SOFTWARE.

1. GRANT OF LICENSE. Provided you comply with the terms of this Agreement, Orban hereby grants to you a non-exclusive license to use the Software and any related documentation (“Documentation”) subject to the following terms:

You may: (i) use the Software and/or Documentation on an unlimited number of computers; (ii) copy the Software and/or Documentation into an unlimited number of computers or media for back-up and archival purposes, provided any copy must contain this Agreement and any other proprietary notices pertaining to the Software and/or Documentation.

2. LICENSE RESTRICTIONS.

a) You may not: (i) permit other individuals to use the Software and/or Documentation; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software and/or Documentation; (iii) copy the Software and/or Documentation (except as specified in paragraph 1 above); (iv) rent, lease, transfer, or otherwise transfer rights to the Software and/or Documentation; (v) remove any proprietary notices or labels on the Software and/or Documentation. Any such forbidden use shall immediately terminate your license to the Software.

b) You may not host the Software on third-party web and/or ftp servers, distribute by storage media such as magnetic disk, CD, DVD, or flash RAM devices, or repackage in any way without prior permission in writing from Orban.

g) You may link to the Software download on third-party web pages, however, you MUST use the Orban Software Download Button at <http://www.orban.com/meter> to identify the download, and link to <http://www.orban.com/meter> only.

3. UPDATES. From time to time, Orban may make available updates to the Software and/or Documentation, without notice, and of which the terms of this Agreement apply.

4. BETA RELEASE VERSIONS. In the event that the Software is a beta, pre-release, or preview version, the terms of this Section shall apply. The Software you are receiving may contain more or less features than the commercial release of the Orban Product that Orban intends to distribute. While Orban intends to distribute a commercial release of the Software, Orban reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the beta release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.

5. TECHNICAL SUPPORT. This is free software. Technical Support for the Software is made available by Orban at Orban’s sole discretion, and is described at the Orban technical support website: http://www.orban.com/support.

6. TITLE. This software contains an implementation of certain intellectual property now in the public domain because of expired patents, prior publication in technical journals and/or publication as an open standard by the International Telecommunications Union. However, the specific expression of said public-domain intellectual property via the Software is proprietary to Orban. Except for said public-domain intellectual property, title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain with Orban. The Software is licensed, not sold. The Software is protected by the copyright laws of the United States and International copyright treaties, as well as other intellectual property laws and treaties. .

7. WARRANTIES AND LIABILITIES.

(a) For Full Release versions of the Software, the following terms apply:

DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY. THIS SOFTWARE AND DOCUMENTATION IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORBAN FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORBAN BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ORBAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ORBAN TOTAL LIABLITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ORBAN DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH ORBAN. Orban will not be responsible for any failure to perform its obligations under this EULA due to circumstances beyond its reasonable control, including without limitation acts of God, war, riot, terrorism, embargoes, acts of civil or military authorities, fire, flood or accidents.

(b) For Demo, Trial, Preview, and Beta versions of the Software, the following terms apply:

DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORBAN FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORBAN OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF ORBAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ORBAN TOTAL LIABLITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ORBAN DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH ORBAN. Orban will not be responsible for any failure to perform its obligations under this EULA due to circumstances beyond its reasonable control, including without limitation acts of God, war, riot, terrorism, embargoes, acts of civil or military authorities, fire, flood or accidents.

8. HIGH-RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control, life-support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (collectively “High-Risk Activities”). Orban disclaims any explicit or implied warranty of fitness for High-Risk Activities.

9. TERMINATION. This Agreement and your right to use this Software automatically terminate if you fail to comply with any material provision of this Agreement. Orban may terminate this License at any time by delivering notice to you and you may terminate this License at any time by destroying or erasing your copy of the Software. Upon termination of this License Agreement, you agree to destroy or erase the Software.

10. GENERAL TERMS AND CONDITIONS. This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by Orban or not. The acceptance of any purchase orders you place is expressly made conditional on your consent to the terms set forth herein. The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by you and an authorized representative of Orban. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. The waiver or failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further right hereunder. This License Agreement shall be governed by the laws of the State of California, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of California. Any and all unresolved disputes relating in any way to, or arising out of, the Software, your use of the Software or this License Agreement shall be submitted to arbitration in the State of California; except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner that violates or may violate Orban intellectual property rights, or may cause continuing or irreparable harm to Orban (including, but not limited to, any breach that may impact Orban intellectual property rights, or a breach by reverse engineering), Orban may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.