2. Software License Agreement

Soundness Software License Agreement

INSTALL LICENSE AGREEMENT

This legal document is an agreement between you, the end user (“YOU” or “LICENSEE”), and Soundness Corporation. BY INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE SOFTWARE LICENSE AND THE SOFTWARE DISCLAIMER OF WARRANTY (collectively the “Agreement”). CLICK “QUIT” ON THE INSTALLER IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT. THIS AGREEMENT CONSTITUTES THE COMPLETE AGREEMENT BETWEEN YOU AND Soundness. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE OR REGISTER THE SOFTWARE AND PROMPTLY RETURN THE SOFTWARE AND THE OTHER MATERIALS (INCLUDING WRITTEN MATERIALS, BINDERS OR OTHER CONTAINERS) THAT ARE PART OF THIS PRODUCT TO THE PLACE WHERE YOU OBTAINED THEM FOR A FULL REFUND. YOUR USE OF THIS SOFTWARE SHALL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT, AND ONCE YOU HAVE REGISTERED THE SOFTWARE YOU MAY NOT RETURN IT.

1. Soundness SOFTWARE LICENSE

Soundness offers two distinct license options – SINGLE USER and MULTI-USER SINGLE SITE. If you have purchased a single user license, the license terms in section 1a apply to you. If you have purchased a multi-user single site license (e.g. 5 user lab pack), the license terms in section 1b apply to you.

1a. GRANT OF LICENSE (SINGLE USER). In consideration of payment of the single user license fee, which is part of the price you paid for this product, Soundness, as Licensor, grants to you, LICENSEE, a nonexclusive license to use and display this copy of a Soundness software program (the “SOFTWARE”) and accompanying user documentation (“DOCUMENTATION”). LICENSEE may install and authorize the SOFTWARE on one COMPUTER, provided that (a) the COMPUTER is owned by (or leased to) and under exclusive control of the Licensee; (b) the SOFTWARE shall NOT be used simultaneously on more than one COMPUTER at a time, and (c) any COMPUTER(S) with Soundness Software installed shall not be sold, rented, leased, loaned or otherwise be removed from the LICENSEE’s possession without first removing and deauthorizing the Software, except as provided in Paragraph 6 (below) pertaining to “TRANSFER RESTRICTIONS.” Soundness reserves all rights not expressly granted to LICENSEE.

1b. GRANT OF LICENSE (MULTI-USER SINGLE SITE LICENSE). In consideration of payment of the multi-user single site license fee, which is part of the price you paid for this product, Soundness, as Licensor, grants to you, LICENSEE, a nonexclusive license to use and display this copy of the Software and Documentation. LICENSEE may install and authorize the SOFTWARE on a number of COMPUTERS equal to or less than the number of licenses purchased (e.g. a 5 User Lab Pack allows up to 5 Soundness SOFTWARE licenses at a single SITE to be simultaneously installed, authorized, and used on up to 5 COMPUTERS at said SITE), provided that (a) each COMPUTER is owned by (or leased to) and under exclusive control of the Licensee; (b) the SOFTWARE shall NOT be used simultaneously on more COMPUTERS at a time than the number of licenses purchased as part of the multi-user single site license, and (c) any COMPUTER(S) with Soundness Software installed shall not be sold, rented, leased, loaned or otherwise be removed from the LICENSEE’s possession without first removing and deauthorizing the Software, except as provided in Paragraph 6 (below) pertaining to “TRANSFER RESTRICTIONS.” Soundness reserves all rights not expressly granted to LICENSEE.

2. SOFTWARE ACTIVATION. You must ACTIVATE this SOFTWARE online in order to use it. Once the SOFTWARE is activated, it may not be returned. 

3. OWNERSHIP OF SOFTWARE AND DOCUMENTATION. As LICENSEE, you own the media on which the SOFTWARE and DOCUMENTATION are originally or subsequently recorded or fixed, but Soundness retains title and ownership of the SOFTWARE and DOCUMENTATION and all subsequent copies of the SOFTWARE and DOCUMENTATION, regardless of the form or media on which the original and other copies may exist. This License is not a sale of the original SOFTWARE or any copy or sale of the original DOCUMENTATION.

4. COPY RESTRICTIONS. This SOFTWARE and the DOCUMENTATION are copyrighted. Unauthorized copying of the SOFTWARE, including SOFTWARE that has been modified, merged, or included with other software, or of the DOCUMENTATION is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this License. Subject to these restrictions, and if the SOFTWARE is not copy-protected, you may make one (1) copy of the SOFTWARE solely for backup purposes. You must reproduce and include the copyright notice on the backup copy.

5. USE RESTRICTIONS. As the LICENSEE, you may physically transfer the SOFTWARE from one computer to another provided that the SOFTWARE is used on only one computer at a time if you have purchased a single user license or, if you have purchased a multi-user single site license, on up to the number of computers for which you have purchased a license at one time. You may not electronically transfer the SOFTWARE from one computer to another over a network. You may not distribute copies of the SOFTWARE or the DOCUMENTATION to others. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE. You may not modify, adapt, translate, or create derivative works based on the DOCUMENTATION without the prior written consent of Soundness.

6. TRANSFER RESTRICTIONS. This SOFTWARE is licensed only to you, LICENSEE, and may not be assigned or otherwise transferred to anyone, whether voluntary or by operation of law, without the prior written consent of Soundness. Any authorized transferee of the SOFTWARE must agree to be bound by the terms and conditions of this Agreement, or the transfer shall be invalid. In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the SOFTWARE on a temporary or permanent basis except as expressly provided herein.

7. LICENSE TO U.S. GOVERNMENT. If LICENSEE is an agency or instrumentality of the United States Government, the SOFTWARE and DOCUMENTATION are “commercial computer software” and “commercial computer software documentation”, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Software and Documentation are governed by the terms of this Agreement.

8. TERMINATION. This License is effective until terminated. This License will terminate automatically without notice from Soundness if you fail to comply with any provision of this License. Upon termination you shall destroy the DOCUMENTATION and all copies of the SOFTWARE, including modified copies, if any.

9. UPDATE POLICY. Soundness may create, from time to time, updated versions of the SOFTWARE. At its option, Soundness will make such updates available to LICENSEE and transferees who have paid the update fee and returned the registration card to Soundness.

10. Soundness PRODUCT SUPPORT.

Unlimited Complimentary Self Help Options

If you have questions about installing or using your Soundness products, please check the manual or user guide first, and you will find answers to most of your questions there. If you need further assistance, please check the support section of the Soundness web site, which contains answers to frequently asked questions, troubleshooting tips, and more:

http://www.soundness-llc.com/support.html

Limited Complimentary Technical Assistance

Ninety days of complimentary technical support assistance for up to three incidents is available with the initial purchase of Soundness products. An additional thirty days of complimentary technical support assistance for a single incident, beginning on the expiration of the initial ninety days of complimentary support described above, is available with the purchase of paid upgrades to SoundSoap.

To receive e-mail or telephone technical support, you will need a valid serial number and must be registered for a current Soundness product. Please keep your original product serial number (located on your original owner’s certificate) in a safe place as it will be required for support.

Customers who prefer support by email, please contact:

support@soundness-llc.com

Soundness Support Policy and Hours

Soundness, Inc. support policy and hours are subject to change without notice.

Sales and Non-Technical Customer Service

For product information, sales, and other non-technical customer service, please email or call:

sales@soundness-llc.com

11. MISCELLANEOUS. This Agreement is governed by the law of the State of California, without regard to conflicts of law principles.

DISCLAIMER OF WARRANTY AND LIMITED WARRANTY

THE SOFTWARE AND DOCUMENTATION (INCLUDING INSTRUCTIONS FOR USE) ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. FURTHER, SOUNDNESS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU, AND NOT SOUNDNESS OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES. YOU AGREE TO ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

Soundness warrants to the original LICENSEE that the media upon which the SOFTWARE is recorded are free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery as evidenced by a copy of your receipt. Further, Soundness hereby limits the duration of any implied warranty(ies) on the media to the respective periods stated above. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.

Soundness’ entire liability and your exclusive remedy as to the media shall be, at Soundness’ option, either (a) return of the purchase price or (b) replacement of the media that does not meet Soundness’ Limited Warranty and which is returned to Soundness with a copy of the receipt. If failure of the media has resulted from accident, abuse, or misapplication, Soundness shall have no responsibility to replace the media or refund the purchase price. Any replacement media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

THE ABOVE ARE THE ONLY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT ARE MADE BY SOUNDNESS CONCERNING THE SOUNDNESS PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOUNDNESS, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

NEITHER SOUNDNESS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS PRODUCT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

This Disclaimer of Warranty and Limited Warranty is governed by the laws of the State of California, without regard to conflicts of law principles.

Should you have any questions concerning this Agreement, or if you desire to contact Soundness for any reason, please contact in writing:

Soundness Customer Sales and Service

284 Donahue St.

Sausalito, CA 94965

USA


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