END-USER SOFTWARE LICENSE AGREEMENT This Agreement is a legal agreement between you (either as an individual or an entity, hereinafter referred to as "you" or "Customer") and Minnetonka Audio Software, Inc., a Delaware Corporation (collectively "MASI") for the MASI software that accompanies this Agreement, which includes computer software and may include associated media, printed materials, "online" and electronic documentation (collectively, the "Software"). YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY CLICKING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, INSTALL, COPY, OR USE THE SOFTWARE. 1 .GRANT OF RIGHTS: MASI grants you only those rights expressly granted to you in this Agreement provided that you comply with all terms and conditions of this Agreement. 1.1. Software License Grant . MASI grants to you a nonexclusive, revocable, limited, non- transferable license to (a) install, use, access, display, and run one copy of the Software on a single computer, which may include a single workstation or server and (b) make one copy of the Software solely for backup or archival purposes. 1.2.Documentation. You may make and use an unlimited number of copies of the documentation, if any, provided that such copies shall be used solely for your own use in association with the Software and are not to be republished nor distributed (in hard copy, electronic or any other form) beyond your premises or to any third party. 2. RESERVATION OF RIGHTS AND OWNERSHIP: MASI reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, and/or other intellectual property laws and treaties and contains trade secrets of MASI and its suppliers. MASI and its suppliers own the title, copyright, and other intellectual property rights in the Software. Notwithstanding any statements to the contrary contained in any terms of sale for the Software, the Software is licensed, not sold and MASI retains ownership of all copies of the Software. The License is personal to you and may not be assigned by you to any third party. 3. CONFIDENTIALITY: 3.1. You hereby acknowledge and agree that the Software constitutes and contains valuable proprietary products and trade secrets of MASI, embodying substantial creative efforts and confidential information, ideas, and expressions. You agree to treat, and take precautions to ensure that your employees and other third parties treat, the Software as confidential in accordance with the confidentiality requirements herein. 3.2. You agree to keep confidential all confidential information disclosed in accordance herewith, and to protect the confidentiality thereof in the same manner You protect the confidentiality of similar information and data of Your own but, without limitation exercising at least a reasonable degree of care in the protection of confidential information. 3.3. You acknowledge that the unauthorized use, transfer or disclosure of the Software will: (i) substantially diminish the value to MASI of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render inadequate MASI's remedy at law for such unauthorized use, disclosure or transfer; and (iii) cause irreparable injury in a short period of time. If you breach Your obligations with respect to the use or confidentiality of the Software, MASI shall be entitled to equitable relief to protect its interests including, but not limited to preliminary and permanent injunctive relief. 4. LIMITATIONS ON LICENSE: You are expressly prohibited from using the Software in any manner not specifically authorized by MASI in this Agreement. You may not make any copies of the Software except and to the extent necessary for backup and archival purposes. You may not modify, create derivative works, reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Software or documentation. No license, right, or interest in any MASI trademark, trade name or service mark is granted to you pursuant to this Agreement. 5. EXPORT RESTRICTIONS: You acknowledge that the Software is subject to United States export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the United States Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. 6. INDEMNIFICATION AND REPRESENTATION: You represent and warrant that you will not make or sell a product using the Software if the purpose and/or result of such product violates copyrights or other intellectual property rights of MASI or any third party. You shall indemnify, defend and hold harmless MASI, its affiliates, their respective successors and their respective officers, directors, employees, agents, and representatives for any claim, liability, loss or damage arising out of: 1) your breach of any term of this Agreement; 2) the making, using or selling by you of any product using the Software, except with respect to such claim, liability, loss or damage that directly and to the extent it arises out of the Software as originally delivered to you; and 3) any claim of allegedly unauthorized use or violation of any third-party intellectual property. 7. TERMINATION: Your license is effective until terminated. You may terminate it at any time by destroying the Software or returning all copies of the Software to MASI. Your license will terminate immediately without notice if you breach any of the terms and conditions of this Agreement, including non or incomplete payment of the license fee. Upon termination of this Agreement for any reason: you will uninstall all copies of the Software; you will immediately cease and desist all use of the Software; and will destroy all copies of the software in your possession. You agree to indemnify MASI for reasonable attorney's fees and costs in enforcing MASI's rights under this Agreement. 8. LIMITED WARRANTY: All fees paid for the Software are nonrefundable. MASI warrants that, for a period of sixty (60) days after the date of your purchase of the Software, the media on which the Software is furnished is warranted against defects in material and workmanship. As your sole and exclusive remedy and MASI's entire liability for any breach of the warranty set forth in this section, MASI will replace such defective media. This warranty does not apply to any Software for which MASI does not receive a license fee. 9. SOFTWARE UPDATES: MASI has the right, but no obligation, to periodically update the Software, at its complete discretion, without the consent or obligation to you or any licensee or user. 10. REPRESENTATIONS AND WARRANTIES: 10.1. You represent, warrant, and covenant that your use of the Software will at all times comply with the terms of this Agreement and that you will not install, use, access, or run more Software licenses than those for which you have paid the required license fees. 10.2. MASI represents and warrants that (a) it owns or has the right to license the Software and (b) that the Software is complete, correct, effective, and capable of meeting the specifications included in the documentation, if any, provided hereunder. Your sole remedy for breach of the foregoing representation shall be MASI's commercially reasonable efforts to redeliver the affected Software. 11. DISCLAIMER OF WARRANTIES: EXCEPT AS OTHERWISE SET FORTH ABOVE, MASI MAKES NO WARRANTIES REGARDING THE SOFTWARE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MASI AND ITS SUPPLIERS PROVIDE THE SOFTWARE AS IS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. THERE IS NO WARRANTY THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT YOU MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MASI OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. 12.LIMITATION OF LIABILITY AND REMEDIES: YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH MASI IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY MASI OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE O F THE SOFTWARE. ACCORDINGLY, YOU AGREE THAT MASI SHALL NOT BERESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFIT, LOST SAVINGS, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF A LICENSING OR USE OF THE SOFTWARE. The maximum liability of MASI to any person, firm or corporation in connection with any license, use or employment of the Software, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to MASI by you for the Software whose license or use gives rise to the liability. The essential purpose Of this provision is to limit the potential liability of MASI arising out of this Agreement and use of the Software. The parties acknowledge that the limitations set forth in this paragraph are integral to the amount of consideration paid herein in connection with the license of the Software and that were MASI to assume any further liability other than set forth herein, such consideration would have necessity be set substantially higher. 13. JOINT ACTION: Either party may include the other's name and logo in customer or vendor lists. Customer also agrees to: (i) serve as a reference and; (ii) wholly cooperate on marketing communications and initiatives. 14. U.S. GOVERNMENT LICENSE RIGHTS: This Software is commercial computer software developed exclusively at private expense, and is provided to the United States Government only as commercial computer software (with "Restricted Rights," as applicable). Use, duplication, and disclosure by civilian agencies of the U.S. Government shall be in accordance with the terms of this Agreement and FAR 52.227-19(b), or its current equivalent. Consistent with DFARS 227.7202 or its current equivalent, use, duplication, and disclosure by DOD agencies is subject solely to the terms of this Agreement. 15. GOVERNING LAW: The validity, interpretation construction and performance of this Agreement shall be governed by the laws of the State of Minnesota. You hereby consent to the jurisdiction and venue of such courts, and waive any jurisdiction or venue defenses otherwise available. 16. TAXES: You are responsible for paying all sales, use, excise valuated or other taxes or governmental charges in addition to freight, insurance and installation charges and import or export duties.