INDY ACOUSTIC RESEARCH LLC REPORT LICENSING AGREEMENT

END-USER LICENSE AGREEMENT

FOR ALL SOFTWARE, DATA AND ELECTRONIC BOOK (E-BOOK) ITEMS INCLUDED IN THIS DISTRIBUTION

IMPORTANT – PLEASE READ THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING OR USING THE PRODUCT(S) INCLUDED IN THIS DISTRIBUTION/INSTALLATION.

This AGREEMENT constitutes a legally binding agreement between you or the business and/or entity which you represent (“You” or “LICENSEE”) and INDY ACOUSTIC RESEARCH LLC (“IAR”, or “Licensor”) for all IAR products, e-books, software, reports, databases, formulas, theories, widgets, frameworks, source code, demos, examples, intermediate files, media, printed materials and documentation (“LICENSED PRODUCT(S)”) included in this distribution/installation. For the sake of clarity, individuals within the business or entity which you represent must be validated by a legitimate and currently valid e-mail address of the same domain name (e.g. “@companyxyz.com”) as the individual purchaser identified by the contact information in the sales form (“LICENSEE COMPANY”).

By purchasing, installing, copying or otherwise using the Licensed Products, you acknowledge that you have read this Agreement and You and the business and/or entity which you represent agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this Agreement.

This Agreement shall be the sole and exclusive Agreement covering the Licensed Products regardless of other Agreements between Licensor and the Licensee, and replaces and supersedes all discussions, agreements and writings in respect hereto, unless expressly set out in a signed amendment to this License Agreement.

The License Fee, also known as the purchase price, is the amount paid (in US Dollars) to Licensor for use of the Licensed Products. Licensee is responsible for any taxes or duties due to the ownership or payment of the Licensed Products.

Licensor hereby grants to Licensee a worldwide, non-exclusive right to use, copy, internally distribute within Licensee Company and otherwise utilize the Licensed Product(s) in exchange for the License Fee. Licensee has no right to sublicense or otherwise distribute, in whole or in part, the Licensed Products outside the Licensee Company.

NO WARRANTIES

LICENSOR MAKES NO REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCT(S), OR THAT THE EXERCISE BY LICENSEE OF THE RIGHTS GRANTED UNDER THIS LICENSE AGREEMENT, WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF A THIRD PARTY. WITHOUT LIMITATION, LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, CONDITION, OR REPRESENTATION THAT THE LICENSED PRODUCT(S):

(A) CORRESPONDS TO A PARTICULAR DESCRIPTION;
(B) IS OF MERCHANTABLE QUALITY;
(C) IS FIT FOR A PARTICULAR PURPOSE;
(D) IS DURABLE FOR A REASONABLE PERIOD OF TIME; OR
(E) THE INFORMATION WITHIN THE LICENSED PRODUCT HAS INFALLIBLE ACCURACY OR PRECISION WHICH WOULD BE ULTIMATELY RELIED UPON BY LICENSEE FOR ANY PURPOSE INCLUDING, BUT NOT LIMITED TO, ACTS RESULTING IN INJURY.

Licensor will not be liable for any damage or loss, whether direct, consequential, incidental, or special which Licensee or its agents suffer arising from any defect, error or fault of the Licensed Product(s) or its failure to perform, even if Licensor has been advised of the possibility of such defect, error, fault, or failure. Licensor makes no warranty regarding the accuracy of any information presented. Licensee acknowledges that it has been advised by Licensor to undertake its own due diligence regarding the Licensed Product(s).

CONFIDENTIALITY

If the receiving party is required by a judicial, administrative or other legal process to disclose the disclosing party’s Confidential Information, the receiving party will promptly notify the disclosing party and allow the disclosing party reasonable time to oppose the process before disclosing the Confidential Information.

TERM

The term (“ Term”) of this License Agreement will commence on the License Effective Date and will remain indefinite, pursuant to the terms of the Agreement. This License Agreement will automatically and immediately terminate without notice to Licensee upon or after (A) the filing by Licensor of a petition in bankruptcy or insolvency, or (B) any final adjudication that Licensor is bankrupt or insolvent.

GOVERNING LAW

This License Agreement is governed by, and will be construed in accordance with, the laws of the State of Indiana without regard to any choice or conflict of laws, rule or principle, that will result in the application of the laws of any other jurisdiction.

DISPUTE RESOLUTION

The parties agree that any and all disputes and controversies arising from, connected with, or relating to this License Agreement, including relating to the construction, meaning, performance or effect of this License Agreement or any breach thereof will be resolved in accordance as follows:

  1. Negotiation: Prior to initiating formal dispute resolution procedures, the parties will first attempt to resolve any Dispute directly through good faith negotiations. Either party may deliver to the other a written notice requiring negotiation of the Dispute.
  2. Mediation: The parties agree to retain the services of a mutually acceptable third party mediator to mediate the resolution of the Dispute.
  3. Litigation: If a mediator is not appointed, or if, following the appointment of a mediator, the Dispute is not resolved within 30 days, then any party may elect to commence litigation.

LIABILITY

In the event that any provisions of this License Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the License Agreement will remain in full force and effect without said provision in said jurisdiction and such determination will not affect the validity or enforceability of such provision or the License Agreement in any other jurisdiction.

No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time(s) regarding any terms of this License Agreement operates as a waiver of that party’s rights under this License Agreement. A waiver of any term, condition, or right under this License Agreement will be in writing signed by the party entitled to the benefit of that term or right, and is effective only to the extent set out in the written waiver.