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Sounds Logical Software End User License Agreement (EULA)

IMPORTANT -- READ CAREFULLY:

GENERAL LICENSE TERMS & CONDITIONS

This Sounds Logical License Agreement ("License Agreement") is a legal agreement between you (either an individual or an entity) and Sounds Logical and its suppliers and licensors for Sounds Logicals' software products ("Licensed Products"). By clicking the "Accept" checkbox, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, click the "Decline" button and/or do not install the software.

The following Terms & Conditions apply to all Licensed Products from Sounds Logical, namely: WaveWarp, WaveWarp Audio Toolbox for MATLAB®, the M-Pack series of toolboxes for MATLAB®, and ReSample, referred to herein as "Professional Software"; any pre-release versions of these products, referred to herein as "Beta Software"; and any demonstration versions of these products that Licensee is using for the purpose of evaluating whether to purchase a license, referred to herein as "Evaluation Software." The Evaluation Software may contain more or less features than the Professional version(s) of the product that Licensor has released or intends to release. While Licensor has released or intends to release a Professional version of the Product, Licensor reserves the right at any time not to release a Professional version of the Product or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Professional version(s).

Depending on the method of acquisition, the licensed Products will be listed on a Product Schedule, Quotation and Offer form, or invoice. The term "Product Schedule" shall be used herein to refer to whichever of these documents is applicable.)

1. AGREEMENT

The "Agreement" governing Licensee's use of the Product(s) consists of these General License Terms and Conditions ("General Terms"), each set of product specific license terms and conditions which follow ("Product Terms"), and, if provided, the Quotation and Offer form, as applicable. If more than one license agreement was provided for this Product, and the terms vary, the order of precedence of those license agreements is as follows: a signed agreement, a license agreement available for review on the Sounds Logical website, a printed or electronic agreement that states clearly that it supersedes other agreements, a printed agreement provided with a Product, an electronic agreement provided with a Product. The General Terms apply to all Products on the Product Schedule, and each set of Product Terms applies only to the individual Products identified in the Product Terms sheet. All Products are licensed independently of one another. As used in this Agreement, for residents of all countries, "Sounds Logical" shall mean Sounds Logical (The Netherlands); In this Agreement "Licensor" shall mean Sounds Logical except as otherwise set forth herein.

2. LICENSE GRANT

Subject to payment of applicable license fees, if any, Licensor grants Licensee a non-exclusive and non-transferable license to use the Product(s) and accompanying documentation according to the terms and conditions of this Agreement.

3. TERM AND TERMINATION
This Agreement shall remain in effect until terminated in accordance with this Section or as otherwise provided in this Agreement. Licensee may terminate this Agreement at any time, for any reason, by written notice to Licensor. Licensee shall not be entitled to any refund if this license is terminated, except of license fees paid for any Product(s) for which the thirty (30) calendar day acceptance period has not expired at the time of termination. Licensor may terminate this Agreement immediately in the event of a material breach by Licensee which is not cured within thirty (30) days of written notice by Licensor. Upon termination, Licensee shall discontinue use and certify in writing as destroyed, all copies of the Product(s). Licensee's obligation to pay accrued charges and fees shall survive any termination of this Agreement. Within thirty (30) calendar days after termination of the Agreement, Licensee shall pay to Licensor all sums then due and owing.

4. FEES AND TAXES

License fees are required for Professional Software, unless specifically waived by Sounds Logical e.g. for Not-For-Re-sale (NFR) demonstration purposes. There is no license fee for Beta Software or Evaluation Software.

If Licensee is purchasing a license for the Product(s) directly from Sounds Logical, all fees are exclusive of taxes, withholdings, duties or levies (collectively herein "Levies"), however designated or computed, and Licensee shall be responsible for paying all such Levies except for taxes based on Sounds Logical's net income.

5. PROPRIETARY RIGHTS

Title, ownership rights, and intellectual property rights in the Product(s) shall remain in Sounds Logical and/or its suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Sounds Logical's or its suppliers' ownership of or rights with respect to the Product(s). The Product(s) are protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Product(s) are the property of the applicable content owner and are protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content. Any copy shall contain all notices regarding proprietary rights as contained in the Product originally delivered by Licensor.

6. RESTRICTIONS

Except as otherwise expressly permitted in this Agreement, Licensee may not:
(i) modify or create any derivative works of any Product or documentation, including translation or localization (Licensees code written to published APIs (application programming interfaces) for the Product(s) shall not be deemed derivative works);
(ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for any Product (except to the extent applicable laws specifically prohibit such restriction);
(iii) redistribute, encumber, sell, rent, lease, sublicense, use the Products in a timesharing or service bureau arrangement, or otherwise transfer rights to any Product;
(iv) copy any Product (except for an archival copy which must be stored on media other than a computer hard drive) or documentation;
(v) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s);
(vi) modify any header files or class libraries in any Product;
(vii) publish any results of benchmark tests run on any Product to a third party without Sounds Logical's prior written consent; or
(viii) use any Product on a system with more CPUs than the number licensed, by more Users than have been licensed, on more computers than the number licensed, or by more developers than the number licensed, as applicable.

7. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY

All the Products and documentation are provided on an "AS IS" basis, without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS 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 LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 LICENSEE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCTS IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

8. INDEMNIFICATION

Licensee represents and warrants that he/she will utilize the "save" or "record" features of Product(s) only for data or content for which the Licensee has obtained all necessary clearances and permissions, or for which the owner of such data or content has expressly granted permission to record. The Licensee assumes the entire risk resulting from Licensees' breach of this warranty and agree to hold harmless, indemnify, and defend Licensor, its officers, directors, employees and agents from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that the Licensees have recorded and/or transmitted materials in violation of another party's rights.

9. EDUCATIONAL USERS

Certain products are available at an educational discount for qualifying educational institutions defined for present purposes as: grammar schools, junior high schools and high schools; junior colleges, colleges and universities that are accredited and issue two-year, four-year or advanced degrees. Students, faculty and staff at qualifying educational institutions are authorized to use the software products obtained through an educational discount for educational purposes only. The software products can only be used in connection with on-campus computing facilities that are used solely in support of classroom instruction and research activities. The right to use the software products for commercial purposes is expressly excluded.

10. MISCELLANEOUS

(a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. The terms and conditions hereof shall prevail over any conflicting purchase order or other written instrument submitted by Licensee.
(b) This Agreement may be amended only by a writing signed by both parties.
(c) This Agreement shall be governed by the laws of the Netherlands, without reference to its conflict of law provisions.
(d) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in the Netherlands.
(e) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
(f) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.
(g) The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only.
(h) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
(i) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
(j) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the prior express written consent of Licensor, which will not be unreasonably withheld.
(k) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
(l) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
(m) The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way.
(n) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.

WAVEWARP PRODUCT TERMS AND CONDITIONS

1. AGREEMENT

The Agreement governing Licensee's use of the Product(s) identified above ("WAVEWARP PRODUCT") consists of these WaveWarp Product Terms and Conditions, the General Terms, and, if provided, the Quotation and Offer form, as applicable.

2. USE
Licensee may:

A. For Professional Software:

For each purchased license, install the Professional Software on multiple computers. However, for each purchased license, the Professional Software must only be running on one computer at a time.

For each Not-For-Resale (NFR) license, install and use the Professional Software on two computers only.

Licensee may not redistribute the Professional Software.

B. For Beta Software:

Install and use the Beta Software on a maximum of two computers.

Licensee may not redistribute the Beta Software.

C. For Evaluation Software:

Use the Evaluation Software on multiple computers for the purpose of determining whether Licensee wishes to purchase a license for Professional Software.

3. INSTALLATION

For Professional Software, an unlocking key is required in order to activate the software. Licensor will issue by electronic mail to Licensee unlocking key(s) for all Products for which Licensee is currently licensed to use. Licensee shall not attempt to access or use Products that Licensee is not currently licensed to use. Furthermore, Licensee shall not disclose the unlocking key(s) or allow them to be used except for installation of the Professional Software as provided herein.

4. UPGRADES/SUPPORT

For Professional Software, Licensee shall be entitled under this License Agreement to free corrections and/or minor updates distributed only via the Licensor's website. Licensee will not be entitled to receive significant upgrades free of charge. Licensee shall be entitled under this License Agreement only to
those customer support services available via the Licensor's website. Licensee shall not be entitled to any other support including telephone support.

For Evaluation Software, Licensee shall not be entitled under this License Agreement to receive any updates, upgrades or corrections to the Software, nor any support services.

WAVEWARP AUDIO TOOLBOX FOR MATLAB® PRODUCT TERMS AND CONDITIONS

5. AGREEMENT

The Agreement governing Licensee's use of the Product(s) identified above ( "WAVEWARP AUDIO TOOLBOX FOR MATLAB® PRODUCT") consists of these Product Terms and Conditions, the General Terms, and, if provided, the Quotation and Offer form, as applicable.

6. USE
Licensee may:

D. For Professional Software:

For each purchased license, install the Professional Software on multiple computers. However, for each purchased license, the Professional Software must only be running on one computer at a time.

For each Not-For-Resale (NFR) license, install and use the Professional Software on two computers only.

Licensee may not redistribute the Professional Software.

E. For Beta Software:

Install and use the Beta Software on a maximum of two computers.

Licensee may not redistribute the Beta Software.

F. For Evaluation Software:

Use the Evaluation Software on multiple computers for the purpose of determining whether Licensee wishes to purchase a license for Professional Software.

Except as expressly provided below (under 'DERIVED AND COMPILED FORMS'), Licensee shall use the Products and documentation only for internal use, and may not sell, license, sublicense, rent, or make them available for use to any third party.

7. NONCOMPETITION

Licensee agrees not to use the Products, Derived Forms, or Compiled Forms (see below) to distribute its own, or a Third Party's Application, a principle purpose of which, as solely determined by Sounds Logical, is to perform the same or similar functions as Products licensed by Sounds Logical or which is intended to replace any component of the Products. Licensee shall not otherwise use the Products to compete with the products or businesses of Sounds Logical, by distributing complete libraries or any form of an entire Product or a substantial portion of a Product.

8. DERIVED AND COMPILED FORMS

WaveWarp Audio Toolbox Products comprise: m-files (files containing programs or functions written in the MATLAB® language, usually with the filename extension ".m"); mat-files (default data file format for importing and exporting data to MATLAB®, usually with the filename extension ".mat"; p-files (pre-parsed versions of the original m-file code for execution on MATLAB®); mex-files (compiled C, C++, Ada, or Fortran functions that can be called directly from MATLAB®, usually with the filename extension ".dll"); documentation files (in various formats including html, pdf and txt).

Licensee may not adapt, translate, or convert "m-files" or "p-files" contained in the Products in order to create derived forms of the Product for distribution to third parties if these derived forms violate the 'NONCOMPETITION' clause stated above.

If Licensee uses the MATLAB® Compiler to create compiled forms of the Product(s) m-files into applications that do not violate the 'NONCOMPETITION' clause above, then Licensee may distribute (royalty-free) to third parties the compiled forms as well as any mex-files (dll's) contained in the Product(s) which are required by the compiled forms.

9. INSTALLATION

10. UPGRADES/SUPPORT

For Evaluation Software, Licensee shall not be entitled under this License Agreement to receive any updates, upgrades or corrections to the Software, nor any support services.

M-PACK PRODUCT TERMS AND CONDITIONS

11. AGREEMENT

The Agreement governing Licensee's use of the Product(s) identified above ("M-PACK PRODUCTS)", consists of these M-Pack Product Terms and Conditions, the General Terms, and, if provided, the Quotation and Offer form, as applicable.

12. USE

Licensee may:

A. For Professional Software:

For each purchased license, install the Professional Software on multiple computers. However, for each purchased license, the Professional Software must only be running on one computer at a time.

For each Not-For-Resale (NFR) license, install and use the Professional Software on two computers only.

Licensee may not redistribute the Professional Software.

B. For Evaluation Software:

Use the Evaluation Software on multiple computers for the purpose of determining whether Licensee wishes to purchase a license for Professional Software.

13. NONCOMPETITION

14. DERIVED AND COMPILED FORMS

M-Pack Products comprise: m-files (files containing programs or functions written in the MATLAB® language, usually with the filename extension ".m"); mat-files (default data file format for importing and exporting data to MATLAB®, usually with the filename extension ".mat"; p-files (pre-parsed versions of the original m-file code for execution on MATLAB®); mex-files (compiled C, C++, Ada, or Fortran functions that can be called directly from MATLAB®, usually with the filename extension ".dll"); documentation files (in various formats including html, pdf and txt).

15. INSTALLATION

16. UPGRADES/SUPPORT

Licensee shall be entitled under this License Agreement only to those customer support services available via the Licensor's website. Licensee shall not be entitled to any other support including telephone support.

For Evaluation Software, Licensee shall not be entitled under this License Agreement to receive any updates, upgrades or corrections to the Software, nor any support services.

RESAMPLE PRODUCT TERMS AND CONDITIONS

1. AGREEMENT

The Agreement governing Licensee's use of the Product(s) identified above ("RESAMPLE PRODUCT") consists of these ReSample Product Terms and Conditions, the General Terms, and, if provided, the Quotation and Offer form, as applicable.

2. ADDITIONAL DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY

This product utilizes run-time libraries licensed from The MathWorks, Inc. The MathWorks and its Licensors are excluded from all liability for damages or any obligation to provide remedial action resulting from the use of this product.

3. USE
Licensee may:

G. For Professional Software:

For each purchased license, install the Professional Software on multiple computers. However, for each purchased license, the Professional Software must only be running on one computer at a time.

For each Not-For-Resale (NFR) license, install and use the Professional Software on two computers only.

Licensee may not redistribute the Professional Software.

H. For Beta Software:

Licensee may not redistribute the Beta Software.

I. For Evaluation Software:

Use the Evaluation Software on multiple computers for the purpose of determining whether Licensee wishes to purchase a license for Professional Software.

J. Licensed Runtime Libraries:

All versions of ReSample contain run-time libraries licensed from The MathWorks, Inc. These remain the property of The MathWorks Inc. Licensee may not redistribute any of these run-time libraries.

4. INSTALLATION

For Professional Software, an unlocking key is required in order to activate the software. Licensor will issue by electronic mail to Licensee the unlocking key for each Product for which Licensee is currently licensed to use. Licensee shall not attempt to access or use Products that Licensee is not currently licensed to use. Furthermore, Licensee shall not disclose the unlocking key or allow it to be used except for installation of the Professional Software as provided herein.

5. UPGRADES/SUPPORT

For Evaluation Software, Licensee shall not be entitled under this License Agreement to receive any updates, upgrades or corrections to the Software, nor any support services.

Sounds Logical Software License Agreement (Rev 5.0 12-Mar-2002)

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