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Software Evaluation License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING 3DSL SOFTWARE FOR EVALUATION PURPOSES. BY INSTALLING OR USING 3DSL SOFTWARE FOR EVALUATION PURPOSES, CUSTOMER AGREES TO THE PROVISIONS HEREIN WITHOUT ANY RESERVATION.

This Software Evaluation License Agreement (this “Agreement”) is made by and between 3D SOUND LABS, a French company with capital of 78 891.85 Euros, registered with the Trade and Commerce Registry of Rennes under number 799 927 371, with a principal place of business at 22 rue de la Rigourdière 35510 Cesson Sévigné (“3DSL”), and the business entity (“Customer”) acting as the end user of the 3DSL software development kit which includes the object code version of the software and documentation (“3DSL Software”).

Customer, or the person acting on behalf of Customer, agrees that they have the authority to bind Customer to the terms and conditions of this Agreement.

For the avoidance of doubt, Customer shall have no obligation to purchase any full license of the 3DSL Software as a consequence of the execution of this Agreement. The parties therefore agree that this Agreement has been contemplated and executed without any commitment from Customer, its affiliates or its employees to retain the 3DSL Software at the expiration of this Agreement.

Now, therefore, the parties agree as follows

Article 1. Trial

3DSL grants Customer a personal, limited, non-exclusive, non-transferable and royalty-free right to use the 3DSL Software in a single test environment, strictly for evaluation purposes, subject to the terms and conditions specified in this Agreement, for the duration which is necessary for the evaluation.

Customer acknowledges and agrees that the 3DSL Software version for evaluation purposes is accompanied of 3DSL’s specific jingle designed to prevent continuous use of the 3DSL Software.

Any unauthorized use of the 3DSL Software shall be deemed a material breach of this Agreement and shall result in an immediate termination of this Agreement.

Article 2. Customer Obligations

Customer is expressly prohibited to:

(a) provide any services through the 3DSL Software to any third-party, in any manner, including but not limited to service bureau, application service providing or outsourcing;

(b) take any action to impair the reputation of 3DSL, its trademarks, its licensors, its software, including the 3DSL Software, and any other products or services from 3DSL or its licensors;

(c) use the 3DSL Software for illegal purposes or in an illegal manner, including in violation of any intellectual property rights of 3DSL or any third party’s;

(d) make a copy of whole or part of the 3DSL Software and/or provide a copy of whole or part of the 3DSL Software to any third party;

(e) reverse engineer, decompile, disassemble the 3DSL Software, or create any derivative work based upon the 3DSL Software, or otherwise attempt to derive source code from the 3DSL Software, except for interoperability purposes. If Customer needs information necessary for the interoperability of the 3DSL Software with any compatible hardware or software, it shall request such information to 3DSL, which could provide the relevant information to Customer, subject to the payment of any corresponding costs by Customer. In any case, Customer acknowledges that it is strictly forbidden to (i) perform such action on any part of the 3DSL Software which is not strictly necessary to achieve interoperability, (ii) communicate any information relating to interoperability to any third party, unless such communication is strictly necessary, (iii) use any information obtained for the purposes of designing, producing or marketing any product that would be similar to or in competition with the 3DSL Software, (iv) use any information in a way that would impair 3DSL’s rights;

(f) modify, enhance or translate the 3DSL Software, including for the fixing of bugs or errors, which rights are exclusively reserved by 3DSL;

(g) disable, destroy, remove or circumvent 3DSL’s jingle of the 3DSL Software;

(h) transfer, lease, sublicense, assign, charge or otherwise deal in or encumber the 3DSL Software.

Article 3. Limitation of Liability

3DSL’s total aggregate liability incurred in connection with this Agreement shall be limited to Customer’s direct and foreseeable damages, in an amount that cannot exceed EUR 200.

In no event shall 3DSL be held liable for any loss, inaccuracy or corruption of files, commercial damage, loss of gain, turnover, benefit, goodwill, opportunity, use, data or income, even if 3DSL has been advised of the possibility of such damages.

Article 4. Warranty

3DSL DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE 3DSL SOFTWARE, WHICH IS PROVIDED TO CUSTOMER “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

Customer shall be sole liable for the consequences of any handling or mishandling, use or misuse, neglect, improper testing, unauthorized repair or alteration of the 3DSL Software. Customer shall be sole liable for obtaining any appropriate insurance coverage for the 3DSL Software, its use and any damage that may result from it, for the duration of this Agreement.

Article 5. Ownership

Customer acknowledges and agrees that this Agreement does not grant Customer any title or rights of ownership in the 3DSL Software or any right to use, copy, transfer or disclose all or any portion of the 3DSL Software except as expressly provided in this Agreement.

All right, title, and interest in the 3DSL Software and in any ideas and know-how which are developed by 3DSL shall at all time remain the property of 3DSL. Customer acknowledges and agrees that the 3DSL Software is licensed, not sold.

Article 6. Confidentiality

Customer agrees to use its best efforts to keep confidential any and all information, data and materials regarding 3DSL, including without limitation its employees, agents, subcontractors, products, services, organization, work, know how, finances, strategies, plans, systems, technical operations, programs, software, code, documentation, notes, analyses and studies coming to Customer’s knowledge during the term of this Agreement or anytime thereafter, whether supplied to Customer by 3DSL, observed by Customer, derived by Customer from use of the 3DSL Software or otherwise.

Article 7. Survival

Any provision of this Agreement that may reasonably be expected to survive its termination, including but not limited to Customer Obligations, Limitation of Liability, Warranty and Confidentiality, shall survive the termination of this Agreement.

Article 8. Complete Agreement

This Agreement constitutes the complete contract between the parties and supersedes any prior or contemporaneous communication, agreement or understanding, whether written or oral, with respect to the subject matter hereof. Any modification to this Agreement shall be made in writing and executed by duly authorized representatives of both parties.

Article 9. Governing Law and Jurisdiction

The validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with French law and the parties hereby consent to the exclusive jurisdiction of the Courts of Paris over any action or claim arising from or in connection with the execution, performance or termination of this Agreement.