EULA

IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Soundminer Inc. or one of its affiliates (“Soundminer”) for the Soundminer software that accompanies this EULA, which includes computer software and may include associated media, printed materials, “online” or electronic documentation, and Internet-based services (“Software”). An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE.

GRANT OF LICENSE. Soundminer grants you the following rights provided that you comply with all terms and conditions of this EULA:

1.1 Installation, use and title. You may install, use, access, display and run one copy of the Software on a single computer, such as a workstation, terminal or other device (the “Workstation”). Each installation of the Software requires a separate license.

1.2 Software Transfer (Internal). You may physically transfer the Software from one Workstation to another, provided you only install an authorized working copy of the Software for which you own licenses. If you only own one license, you must remove the previous copy when transferring to a new Workstation.

1.3 License fees. The fees for the use of the Software shall be agreed to between you and Soundminer prior to delivery of the Software, and are to be evidenced separately in writing.

RESERVATION OF RIGHTS AND OWNERSHIP. Soundminer reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Soundminer owns the title, copyright, and other intellectual property rights in the Software. All rights, title and interest in the Software shall at all times remain the property of Soundminer. The Software is licensed, not sold.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.
You may not adapt, translate, reverse engineer, decompile or disassemble the Software in whole or in part. Violation of these terms automatically terminates your license under this EULA.
NO RENTAL/LEASING. You may not distribute, modify, rent, lease or grant sublicenses or other rights to the Software without the express written consent from a duly authorized officer of Soundminer.
ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, product support services, or Internet-based services components, of the Software that you may obtain from Soundminer after the date you obtain your initial copy of the Software, unless you accept updated terms or another agreement governs. Soundminer reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.
UPGRADES. To use software identified as an upgrade, you must first be licensed for the software identified by Soundminer as eligible for the upgrade. After upgrading, you may no longer use the software that formed the basis for your upgrade eligibility.
NOT FOR RESALE SOFTWARE. Software identified as “Not For Resale” or “NFR”, may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.
END USER PROOF OF LICENSE. If you acquired the Software on a compact disc or other media, a genuine Soundminer “Proof of License” label with a genuine copy of the Software identifies a licensed copy of the Software. To be valid, the label must appear on Soundminer software packaging. If you receive the label separately, it is invalid. You should keep the packaging that has the label on it to prove that you are licensed to use the Software.
TERMINATION. This EULA and the license granted to you is effective until otherwise terminated for any reason. Without prejudice to any other rights, Soundminer may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts. You may terminate this EULA and the accompanying Software license at any time by uninstalling the Software along with destroying any copies in your possession, in any form whatsoever.
NOTICE REGARDING SECURITY. To help protect against breaches of security and malicious software, periodically back up your data and system information, use security features such as firewalls, and install and use security updates.
INTELLECTUAL PROPERTY REPRESENTATIONS AND WARRANTIES. Your use of the Software in accordance with this EULA does not and will not infringe: (a) a copyright or trade secret of any third party; (b) any patent or trademark of any third party issued under the laws of Canada, the United States, or any country which is a signatory to the Patent Cooperation Treaty (“PCT Country”); or © to the best of its knowledge and belief, as of the date of this EULA as gained through the exercise of reasonable prudence, any patent or trademark of any third party issued under the laws of any country other than Canada, the United State or any PCT Country.
DISCLAIMER OF WARRANTIES. The Software and support services (if any) are provided AS IS AND WITH ALL FAULTS, and, except as provided in Section 11 above, Soundminer hereby disclaims all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
To the maximum extent permitted by applicable law, in no event shall Soundminer or its suppliers be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software, the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of Soundminer, and even if Soundminer has been advised of the possibility of such damages.
LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Soundminer under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Soundminer, in its sole discretion) shall not exceed the amount actually paid by you for the Software. The foregoing limitations, exclusions and disclaimers (including Sections 11, 12 and 13) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
APPLICABLE LAW. This EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you hereby consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario, and waive any and all rights to object to such jurisdiction for the purposes of enforcing this EULA.
INDEPENDENT CONTRACTOR. Soundminer is an independent contractor, and noting in this EULA shall be deemed to place the parties hereto in a relationship of employer-employee, principal-agent, partners or joint venturers.
ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which may included with the Software) is the entire agreement between you and Soundminer relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Soundminer policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.