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HARMAN CONNECTED SERVICES, INC. SOFTWARE ACCESS LICENSE AGREEMENT

IMPORTANT: READ THIS HARMAN CONNECTED SERVICES, INC. SOFTWARE ACCESS LICENSE AGREEMENT (“LICENSE AGREEMENT” OR “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE SOFTWARE THAT IS SUBJECT TO THIS AGREEMENT. BY CLICKING THE “ACCEPT TERMS” BUTTON, SUBSCRIBING TO THE SOFTWARE, OR OTHERWISE INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU (A) HAVE: READ THIS LICENSE AGREEMENT, UNDERSTAND IT (B) ACCEPT THIS LICENSE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (C) REPRESENT THAT YOU ARE OF LEGAL AGE AND HAVE THE CAPACITY TO ENTER INTO A BINDING AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, HAVE NOT REACHED THE APPLICABLE AGE OF MAJORITY, OR OTHERWISE LACK THE LEGAL CAPACITY TO ENTER INTO AN AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT INSTALLING THE SOFTWARE.  IF YOU DO NOT OR CANNOT AGREE TO THIS LICENSE AGREEMENT, YOU MAY NOT USE THE SOFTWARE, AND YOU MUST REMOVE AND STOP USING THE SOFTWARE.  YOU FURTHER AGREE THAT YOUR USE OF THE SOFTWARE WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THIS LICENSE AGREEMENT AT THE TIME OF SUCH USE.
1. Overview.  This License Agreement is a binding agreement between you as an individual and, if applicable, the entity represent in agreeing to this License Agreement is acting (collectively, “Licensee” or “you” or “your”) and Harman Connected Services, Inc. (“Licensor” or “we” or “us” or “our”). Notwithstanding anything to the contrary in this License Agreement, we may modify this License Agreement without notice at any time, for any reason, provided that if we decide to modify this License Agreement, we will note at the top of this License Agreement the date of the last update, which should alert you to changes in the License Agreement since your last visit to this page.  The new terms may be displayed on-screen and you may be required to read and accept such new terms to continue your use of the Software.
2.  Software. The term “Software” shall mean, collectively, all computer programs, updates, patches, new versions, any service or “software as a service” and any related documentation provided by us to you via the AWS marketplace website (such related documentation, the “Documentation” and the AWS marketplace website, the “AWS Marketplace”).  From time to time we may make updates or changes to the features or functionalities of the Software without notice to you, including the removal of features and functionalities. Depending on the update or change, you may not be able to use the Software until you have paid required fees, downloaded and installed the latest version of the Software or other feature, browser or any other required components, and accepted any updates to this Agreement or other applicable updated terms. We also reserve the right, without notice and for any reason, to discontinue the offering of all or any portion of the Software, and/or any and all services.  The foregoing is in addition to the termination rights in Clause 4(c).
3. Privacy.  You agree that we may collect and use data and information through your use of the Software or AWS Marketplace, including personal data in accordance with this License agreement and our privacy policy, as in effect from time to time, which you will find here: https://www.harman.com/privacy-policy.  The AWS Marketplace is also subject to a separate policies and license agreement(s) or terms, as in effect from time to time, as specified on AWS Marketplace, and to which you must agree to access and use that website and its services (“AWS Terms”). 
You acknowledge that in order to access the Software, we may need to use or share your personal information or other data with AWS Marketplace or certain third parties, including for purposes of providing services or updates to you or to comply applicable law.  Any information that you send using the AWS Marketplace or in communicating with us may be read or accessed by others even if that transmission is encrypted. By subscribing to, accessing or using the Software, or contacting us for warranty support, you agree to our collection and use of personal information and technical information about the devices (and related software, hardware, and peripherals) through which you access or use the Software, for us to reasonably provide warranty support and to help us improve and provide our Software and services to you.  We may update the Software via the AWS Marketplace in the form of bug fixes, new features, or new versions.  You must pay or have paid all required fees to download and access any such updated Software from us as part of the Software and services.
4.  Scope and Limited License Terms and Conditions.
	(a) Grant of License.  Subject to your compliance with this License Agreement and payment of subscription or user access fees, we grant you a non-exclusive, non-transferable, non-sub-licensable, fee-bearing, limited license to download, install, access, and use the Software. We reserve the sole right to modify the terms and conditions of this License Agreement, any Documentation, or our policies relating to the Software at any time, effective upon posting of an updated version of this License Agreement on the AWS Marketplace website or other notification to you. Licensee acknowledges that certain components of the Software may be governed by so-called “open source” software licenses (“Open Source Components“), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses. In the event of a conflict between this License Agreement and any open source software licenses, the open source software licenses will prevail with respect to the Open Source Components that are the subject of such open source software licenses.
	(b) License Restrictions.  You shall not, and shall not permit any third party to: (i) use the Software except to the extent permitted in this License Agreement; (ii) modify or create any derivative work of any part of the Software; (iii) permit any person, parent, subsidiaries, affiliated entities or third parties to use the Software; (iv) disassemble, decompile, or reverse engineer the Software or otherwise attempt to gain access to the source code to the Software (or the underlying ideas, algorithms, structure or organization of the object code in the Software), except to the extent such restriction is prohibited by applicable law; (v) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the Software or any copy thereof, in whole or in part; (vi) use the Software for third-party training, commercial time-sharing or any commercial and non-commercial use; (vii) claim rights to the Software or any portion of the Software; (viii) destroy, deface, alter, obscure or remove any copyright and proprietary notice(s) of Licensor or our licensors; or (ix) harvest, extract or “scrape” content or other information from the Software. This license is not a sale of software or permission to lend, sell, redistribute, sublicense, lease, or rent the Software or related Documentation to other parties.  The terms of this License Agreement will govern any upgrades or updates provided by us that replace or supplement the original Software unless such upgrade.
	(c) Term and Termination.  This License Agreement is effective during the period for which the subscription or user access fee has been paid by the Licensee unless terminated earlier in accordance with the terms of this License Agreement.  Without limitation of our right to discontinue offering all or any portion of the Software under Clause 2, we may also terminate this License Agreement immediately upon written notice to you if you breach of any material provision of this License Agreement which you fail remedy (if remediable) within seven days after our written notice to you of such breach. In addition, we reserve the right to immediately terminate this License Agreement without notice or refund of fees upon a breach of Clause 11. Upon termination as soon as practicable following any termination or expiration of this Agreement (and in no event more than two (2) business days thereafter), Licensee shall promptly cease accessing the Software and either return it to us or delete all copies of the Software (and certify to use that you have done so), including any copies of computer programs on magnetic media and any written materials, if any.
	(d) Feedback.  If you provide any ideas, proposals, suggestions, comments or other materials (“Feedback”), whether related to the Software or otherwise, you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Licensor under any fiduciary or other obligation.  In addition, by submitting Feedback, you hereby grant to Licensor a non-exclusive, perpetual, irrevocable, non-terminable, transferable, worldwide right and license (including the right to grant and authorize sublicenses through multiple levels) to such Feedback and all intellectual property rights pertaining thereto for any and all purposes and in any and all media, whether alone or together or as part of any material of any kind or nature, and you waive all moral and similar rights in connection therewith.  
5. Confidentiality. Licensee acknowledges that the Software is confidential and proprietary information of Licensor and its licensors and contains trade secrets of the Licensor and its licensors, including without limitation source code, object code, content, logic, algorithms and concepts (collectively, “Confidential Information”). Licensee shall not, during the term of this License Agreement and thereafter, allow any Confidential Information or materials to be disclosed, used, sold, assigned, leased, sublicensed, commercially exploited, or marketed in any way or manner by you, your affiliates, and your or their employees, agents, contractors, or representatives; and you shall not, and shall not permit, any such persons or entities to use any portion of the Software for the purpose of deriving the source code of the Software or defeating any key related to the Software or otherwise using the Software in breach of this License Agreement. Without limitation of the forgoing, all Confidential Information shall be protected by the Licensee from disclosure to third parties with at least the same degree of care as that which Licensee accords to its own proprietary information, but in no event less than reasonable care. 
6.  Ownership of Software. Except as expressly granted herein, you are not granted any rights or licenses, whether express or implied, under our intellectual property rights.  Licensee agrees that Licensor or its licensors own all rights, title and interest, including but not limited to copyright, patent, trade secret, trademarks, trade names, and all other intellectual property rights, in the Software and any changes, modifications, updates, or corrections to the Software made by Licensor.  You agree that any rights granted to you in the Software are only licensed (not sold) to you, and nothing in this License Agreement or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any of the Software.  
7. Limited Warranty; Disclaimer of Other Warranties.  
(a) Warranty.  For a period of one (1) month from the later of (i) the date you first download the Software or (ii) the date of the latest version of the Software, we warrant that the Software will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation (the “Warranty Period”).  If, within the Warranty Period, you notify us in writing at marketplacesupp@harman.com of any defect or fault in the Software, as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole discretion, either provide you e-mail or phone support to help remedy the issue, give you replacement or updated Software, or refund you the fees you actually paid for one month’s subscription immediately preceding the claim, provided that you make available all the information that may be necessary to help us remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault. If we provide you email or phone support in response to your warranty claim, we will do so free of charge during normal business hours and without any type of service level commitment.  The foregoing remedies constitute your sole and exclusive remedy for any breach of the warranty in this Clause 7(a), and without limiting the foregoing, 
(b) Limitations.  Notwithstanding anything to the contrary in this Section 7, the warranty in Clause 7(a) does not apply if:
	(i) the defect or fault results from you having altered or modified the Software;
	(ii) the defect or fault results from you having used the Software in breach of the terms of this License Agreement;
	(iii) the defect or fault is caused by the acts or omissions of third parties or you; or
	(iv) you fail to: apply an update, correctly follow installation instructions, or to have in place the minimum system requirements advised by us or reasonable security safeguards.
(c) DESCRIPTIONS.  ALTHOUGH WE MAKE REASONABLE EFFORTS TO UPDATE THE DESCRIPTIONS AND OTHER INFORMATION ABOUT THE SOFTWARE PROVIDED ON THE AWS MARKETPLACE AND THE DOCUMENTATION, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT ANY SUCH DESCRIPTIONS OR INFORMATION IS ACCURATE, COMPLETE, OR UP TO DATE.
(d) No Reliance.  You acknowledge and agrees that the Software is not intended to replace or direct healthcare provider decisions or medical judgement. You further acknowledge and agree that the Software functions are not intended to perform medical device or software-as-a-medical device (SaMD) functions such as diagnosis or treatment of disease. You acknowledge that the Software has not been evaluated by the U.S. Food and Drug Administration or similar government authorities.  Any information presented on or through the Software is made available solely for general information purposes, and does not constitute any type of advice, whether medical, legal, clinical, financial, investment, accounting, research, tax or otherwise. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Software, or by anyone who may be informed of any of its contents. 
(e) DISCLAIMER.  EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 7(A), SUBJECT TO THE LIMITATIONS IN CLAUSE 7(B)-(D), AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE, INCLUDING DOCUMENTATION AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE RELATED TO THE SOFTWARE, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT.  WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, BE AVAILABLE OR OPERATE IN ALL GEOGRAPHIC AREAS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
8. Limitation of Liability. TO THE MAXIMUM EXTENT OF APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER PARTY.  THE LICENSOR’S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, SERVICES AND/OR DELIVERABLES, OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE APPLICABLE FEES PAID BY THE LICENSEE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM ASSERTED BY YOU.  APPLICABLE LAW MAY NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILTY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  
YOU AGREE THAT NOTWITHSTANDING ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE SOFTWARE OR THIS LICENSE AGREEMENT MUST BE FILED WITHIN TWO (2) YEARS AFTER THE CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
9. Indemnification.  You agree to defend, indemnify, and hold harmless the Licensor, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any third party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of this License Agreement or your use of the Software, (b) your breach of the AWS Terms, or (c) your violation of any other party’s rights or applicable law.
10. Assignment. Licensee shall not assign or otherwise transfer this Agreement or any rights or obligations hereunder in any manner.  Licensor shall have the right to assign this Agreement.  We may transfer our rights and obligations under this License Agreement to another entity or organization.
11. Representations and Warranties. You represent and warrant that (a) you are at least 18 years of age; (b) you have full power and authority to agree to this License Agreement; (c) you are not located in, under the control of, or a national or resident of any country or region subject to sanctions by the United States, including Cuba, North Korea, Iran, Syria, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine  (collectively, the “Sanctioned Countries”); (d) you have not been placed on the U.S. Department of Commerce’s Bureau of Industry and Security’s (“BIS”) Denied Persons List, Entity List, or any such similar list; (e) you are not identified as a “Specially Designated National” (“SDN”) by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) on OFAC’s Specially Designated Nationals List (“SDN List”) or otherwise subject to sanctions by the U.S. government under the various statutes, executive orders and regulations enforced by U.S. Department of Treasury, the U.S. Department of State or U.S. Department of Commerce; and (f) you will not use the Software if you have previously been prohibited from doing so or if any laws prohibit you from doing so. You will comply with all applicable laws in connection with your use of the Software, including the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774, and without limitation all other applicable technology control or export laws and regulations.  In particular, but without limitation, the Software may not be exported or re-exported (i) into any Sanctioned Countries or (ii) to anyone on OFAC’s SDN List, the U.S. Department of Commerce’s Denied Persons or Entity List, or any other applicable restricted party list. You also agree that you will not use the Software for any purposes prohibited by United States law, including without limitation, the development, design, manufacture or production of nuclear, chemical, or biological missiles or weapons. You agree to provide any other information, support documents, and assistance as may reasonably be required in connection with securing export authorizations or licenses.  
12. Government Users.  The Software may qualify as “Commercial Items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in FAR §12.212. Consistent with FAR §12.212 and DoD FAR Supp. §227.7202-1 through §227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which these terms may be incorporated, you may provide to a Government end user or, if these terms are direct, a Government user will acquire, the Software with only those rights set forth in these terms. Use of Software constitutes agreement by the Government that the Software is “Commercial Computer Software” and “Commercial Computer Software Documentation,” and constitutes acceptance of the rights and restrictions in these terms. 
13. Survival of Terms.  The provisions of Clauses 4(b), 4(c), 4(d), 5, 6, 7(C), 7(D), 7(D), 8, 9, 10, 12, and 13 will survive termination or expiration of this Agreement. 
14.  General.  
(a) Governing Law; Dispute Resolution.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Any legal suit, action, or proceeding shall be initiated exclusively in the federal or state courts located in Santa Clara County, California, and we and you hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. 
(b) Costs.  In any action by Licensor to enforce this Agreement, Licensee shall pay Licensor’s costs and reasonable attorneys’ fees if Licensor prevails in the action. 
(c) Severability.  In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
(d) Entire Agreement.  The License Agreement, and any additional referenced terms therein, constitute the complete, final, and exclusive understanding between Licensor and you relating to the subject matter hereof and governs your use of the Software, superseding all prior or contemporaneous understandings, agreements, and communications with respect to such subject matter.  
(e) No failure by us to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this License Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise by us of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
(f) Headings; Interpretation.  All headings in this License Agreement are for convenience only and have no legal effect.  As used herein: (i) the terms “include” and “including” are meant to be inclusive and shall be deemed to mean “include without limitation” or “including without limitation,” (ii) the word “or” is disjunctive, but not necessarily exclusive, (iii) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa, (iv) references to “dollars” or “$” shall be to United States dollars unless otherwise specified herein, and (v) unless otherwise specified, all references to days, months, or years shall be deemed to be preceded by the word “calendar” and “business days” shall mean Monday through Friday, exclusive of Licensor- observed holidays.  
(g) Third Party Content.  If the Software contains links to websites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or other resources linked from the Software, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and resources.
(h) Electronic Communications.  You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”). We may provide these Communications to you by posting them via a website, by e-mailing them to you at the e-mail address you provide, or by sending an SMS or text message to a mobile phone number that you provide. You further consent and agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act while using the Software, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us.
(i) Questions. If you have any questions about this License Agreement or our privacy policy, please contact LegalNotices@harman.com.