FRACTAL AUDIO SYSTEMS
Axe-Fx Software License Agreement


BY ACCEPTING, INSTALLING OR USING ANY PART OF Axe-Fx (THE "SOFTWARE"), YOU ARE CONSENTING TO ALL OF THE TERMS AND CONDITIONS OF THIS ENTIRE AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, ARE UNABLE OR UNWILLING COMPLY WITH THESE TERMS AND CONDITIONS, DISCONTINUE THE INSTALLATION PROCESS AND YOU WILL HAVE NO AUTHORITY TO USE THE SOFTWARE.

TERMS AND CONDITIONS
1. GRANT OF LICENSE
Subject to the terms and conditions set forth herein, Fractal Audio Systems, ("FAS") grants the you an individual, personal, non-sub licensable, nonexclusive license to use one (1) copy of the Software, in object code form only and only in accordance with the applicable end user documentation, if any (the "License"). The user will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; modify, translate, or create derivative works based on the Software; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the Software; remove any proprietary notices or labels on the Software. As between the parties, you acknowledge that FAS and its licensors retain ownership of the Software, any portions or copies thereof, and all rights therein throughout the world. Upon termination of this Agreement for any reason, the License and all rights granted to you under this Agreement will terminate and you will cease to use and destroy the Software. You may permanently transfer the rights granted to you under this Agreement only as part of a permanent sale or transfer of the hardware device containing the software, and only if the recipient agrees to be bound by the terms and conditions of this Agreement. THE SOFTWARE IS PROVIDED AS IS AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH BELOW.

2. RESTRICTIONS
You will only use the Software for lawful purposes and in compliance with all applicable laws. You hereby agree to defend and indemnify FAS against any claim or action that arises from your use of the Software in an unlawful manner.

3. SUPPORT
Subject to the terms hereof, FAS will provide you with e-mail support services for the Software. Under no circumstances will FAS have any obligation to provide you with hard-copy documentation, upgrades, enhancements, modifications, or telephone support for the Software.

4. TERMINATION
This Agreement is effective until terminated. Either party may terminate this Agreement upon written notice to the other party. FAS may also terminate this Agreement immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.

5. WARRANTY DISCLAIMER
The software is provided as is without warranty of any kind.  FAS disclaim all warranties, expressed or implied, including but not limited to implied warranties, fitness for a particular purpose, and non-infringement.  Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

6. LIMITATION OF LIABILITY

Notwithstanding anything contained in this agreement or otherwise, FAS will not be liable with respect to the subject matter of this agreement under any contract, negligence, strict liability or other legal  or equitable theory for any incidental, consequential, exemplary or punitive damages of any kind.  Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above may not apply to you.


7. EXPORT RESTRICTIONS
You acknowledge that the Software, or any part thereof, or any process or service that is the direct product of the Software (the foregoing collectively referred to as the "Restricted Components") are of U.S. origin. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

8. MISCELLANEOUS
The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement will be governed by and construed in accordance with the laws of the state of New Hampshire without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind FAS in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.