﻿END USER SOFTWARE LICENSE AGREEMENT

This End User Software License Agreement ("Agreement") governs your use of the CANVAS software program (the "Software"), including all user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the Software or its use or specifications (the "Documentation") provided to you ("you," or "your") by COHESION AUDIO (“Licensor”) for your use pursuant to and subject to this Agreement and the Documentation. 

BY DOWNLOADING AND INSTALLING THE SOFTWARE AND CLICKING THE "ACCEPT" BUTTON YOU: (a) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS HEREIN; and (b) THAT YOU ARE LEGALLY COMPETANT AND AUTHORIZED TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.

1. License Grant. Subject to your compliance with this Agreement, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use the Software, solely in accordance with the Documentation, for your own internal purposes. The foregoing license will terminate immediately upon:
   1. your ceasing to use and destroying all copies of the Software and Documentation; or
   2. Licensor revoking your right to use the Software for any or no reason.

2. Use Restrictions. You shall not, directly or indirectly:
   (a) use the Software or Documentation except as authorized in this Agreement or in the Documentation; 
   (b) make unauthorized copies the Software or Documentation, in whole or in part;
   (c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
   (d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
   (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;  
   (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof;
   (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
   (h) use the Software or Documentation in violation of any law, regulation, or rule; or
   (i) remove, disable, or circumvent any copy protection or other security features designed to prevent unauthorized use of the Software. 

3. Services. Licensor may provide support, maintenance, or other services (the “Services”) in connection with the Software.  Such Services, if any, will be more fully set forth in a separate services agreement and/or in the Documentation.

4. Collection and Use of Information.
   1. Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the Software and the equipment on which the Software is installed or through which it is otherwise accessed and used.
   2. You agree that the Licensor may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates; (ii) verifying compliance with the terms of this Agreement; and (iii) enforcing Licensor's rights, including all intellectual property rights in and to the Software.  The specific information that Licensor may collect and how that information may be used by Licensor is more specifically set forth in the Documentation.

5. Intellectual Property Rights. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Licensor, and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to you in this Agreement. You shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

6. WARRANTY DISCLAIMER.  THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

7. Disclaimer of Liability. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, ARISING FROM OR RELATED TO YOUR USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE OR ANY INFORMATION OUTPUTTED OR GENERATED BY THE SOFTWARE.  THE FORGOING LIMITATION OF DAMAGES AND LIABILITY APPLIES WHETHER SUCH DAMAGES AND/OR LIABILITY RELATE TO OR ARISE OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, INTENTIONAL MISCONDUCT, AND STRICT LIABILITY), IMPROPER INSTALLATION OR OPERATION, OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.  

8. Acknowledgements and Representations.  By installing and using the Software you warrant, acknowledge and represent to Licensor that:
   (a) You are a current customer of Licensor.
   (b) You are experienced and knowledgeable in the use and installation of the Cohesion Audio system (the "Equipment") which is designed using the Software.
   (c) You will use qualified installers/riggers for the installation of the Equipment.   
   (d) You will install and use the Equipment in strict compliance with accepted industry standards and with the safety and other specifications for the Equipment.

9. Indemnification.  You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, licensors, affiliates, successors, and assigns from and against any and all loses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Software or your breach of this Agreement or the Documentation, including your use of any information outputted or generated by the Software. 

10. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

11. Severability.  If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

12. Governing Law. This Agreement is governed by and shall be construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.  Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Pennsylvania in each case located in the City of Lancaster and County of Lancaster, and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. 

13. Assignment.  You may not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion.  No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement. Any purported assignment, delegation, or transfer by you in violation of this Agreement is void.  Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

14. Entire Agreement.  This Agreement and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between you and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.   
