DANTE DOMAIN MANAGER END USER LICENSE AGREEMENT

NOTICE: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT (“AGREEMENT” OR “EULA”) WHICH CONTAINS RIGHTS AND RESTRICTIONS ASSOCIATED WITH THE USE OF THE AUDINATE® SOFTWARE (THE “SOFTWARE”) AND DOCUMENTATION PROVIDED BY AUDINATE PTY LTD (“AUDINATE”, “LICENSOR”, “WE”, “US”) BY THE ENTITY ACQUIRING THE LICENSE (“END USER”). INSTALLING OR USING THE SOFTWARE CONSTITUTES END USER’S ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. YOU CONFIRM THAT YOU ARE OR HAVE THE POWER AND AUTHORITY TO ENTER INTO AGREEMENTS ON BEHALF OF THE END USER. USING THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.

If the license package acquired by the End User includes additional Audinate-supplied software which is not expressly subject to a separate license agreement (“Licensed Components”), then this Agreement shall govern the End User’s rights in respect of and use of the Licensed Components. Except where it is expressly stated otherwise, or where the context requires, references to “Software” in this Agreement shall include the Licensed Components.

The Software is created and licensed by Audinate and is designed to function only with Audinate’s products, or licensed implementations of Audinate’s DANTE® enabled products. The Software is licensed, not sold. If the Software is not rejected, the Software will be deemed accepted by the End User. THE END USER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT THE END USER REJECTS THE SOFTWARE SHALL BE A REFUND OF THE SOFTWARE LICENSE FEE, IF ANY, PAID BY THE END USER.

Subject to the terms of this Agreement, Audinate grants to the End User a non-exclusive, non-transferable, limited license (i) to install and use the Software in object code form only on a single computer as a single end user or, where multiple instances or users are expressly contemplated by the End User’s license package, that number of instances or users only, (ii) if the End User is licensed for a single instance, to make one copy of the Software for backup and archival purposes, and (iii) to use the documentation provided with the Software only in conjunction with the use of the Software. The End User agrees to allow Audinate, or a mutually agreed upon third party, to perform audits from time to time to determine the End User’s compliance with this Agreement.

The End User shall not copy, sublicense, rent, lease (including without limitation multi-tenancy, combining users or wide-use cases on single large instances), loan, timeshare, host, clone or re-use instances or make multiple instances available, transfer or assign Software, or otherwise make the Software available to any third party, whether directly, virtually, in the cloud or otherwise, or act as a facility manager or service bureau or closing or automated image construction market place with respect to the Software, except where such use is expressly contemplated by the End User’s licence package, and then only to that extent. The End User shall not permit the number of concurrent users of the Software to exceed the number of licenses acquired from Audinate. The End User shall not, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, or merge the Software into any other software. The End User may not distribute the Software, or upload or post the Software on a network, bulletin board, intranet, extranet or web site. The End User shall not copy any of the documentation provided with the Software. The End User shall not remove any copyright or other proprietary marking or legend included in or on the Software.

The Software and its documentation contains valuable confidential and trade secret information of Audinate and its licensors protected by copyright, trade secret and other laws and, except for the licenses granted herein, all right, title and interest in and to the Software and all copies thereof and the documentation for the Software shall remain with Audinate or its licensors. The Software may contain third-party software which requires notices and/or additional terms and conditions, as set forth at https://www.audinate.com/software-licensing. The End User agrees not to disclose, provide or otherwise make available such confidential information and trade secret information to any third party without the prior written consent of Audinate. The End User shall include on any backup copy of the Software made by the End User all copyright and other proprietary markings or legends that are included in or on the Software.

The End User acknowledges that the Software may be subject to export control laws, restrictions and regulations (collectively, “Export Laws”), and the End User agrees that it will not use, transfer, export or re-export the Software in violation of any Export Laws.

Where Audinate requests in writing, but subject to approval of the materials by the End User which approval shall not be unreasonably withheld or delayed, End User shall permit the inclusion of its name and logo in, and reasonably participate in the deployment of, marketing and promotional materials, including press releases and case studies, and as part of Audinate’s website.

If the Software is acquired by or on behalf of any agency or unit of the United States Government (“U.S. Government”), the U.S. Government agrees that the Software is “commercial computer software” or “commercial computer software documentation” and that, absent a written agreement to the contrary, the U.S. Government’s rights with respect to the Software are limited by this Agreement pursuant to applicable regulations, including but not limited to FAR 12.212(a); FAR 52.227-14 and 52.227-19; DFARS 227.7202-1(a) and 227.7202-3(a); and DFARS 252.227-7013(c)(1)(ii).

The End User may terminate this Agreement at any time by destroying all copies of the Software and certifying such destruction by written notice to Audinate. This Agreement will terminate immediately without notice from Audinate if the End User fails to comply with any provision of this Agreement. This Agreement and the license provided for in it will otherwise subsist only for such time as expressly contemplated by the license or license package acquired by the End User from Audinate and will automatically terminate upon the expiry of that time. Upon termination, the End User must destroy all copies of the Software and certify such destruction by written notice to Audinate.

AUDINATE PROVIDES THE SOFTWARE “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT ALLOWED BY LAW, AUDINATE AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS, AND THE END USER MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER AUDINATE NOR ITS LICENSORS SHALL BE LIABLE, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR PRODUCT LIABILITY, FOR ANY CLAIM, LOSS, OR DAMAGE INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOST DATA OR LOST FILES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, OR THE PERFORMANCE OR OPERATION OF THE SOFTWARE, EVEN IF AUDINATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AUDINATE’S OR ITS LICENSORS’ TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY THE END USER FOR THE SOFTWARE.

The validity, performance and interpretation of this Agreement will be governed by the laws of New South Wales, Australia. This Agreement is the entire agreement between Audinate and the End User relating to the license of the Software and supersedes any and all prior or contemporaneous purchase order, invoice, communication, advertising, representation, understanding or agreement concerning the license of the Software.