SPACIAL AUDIO SOLUTIONS

SAM SOFTWARE PRODUCTS END-USER LICENSE AGREEMENT

Last Updated: April 10, 2017

This End-User License Agreement ('EULA') is a legal agreement between Spacial Audio Solutions, LLC. (“Spacial”) and you an individual, or you a company or other legal entity (“You”) with regards to the SAM Software Products (“Software”). This EULA sets forth the terms and conditions under which Spacial permits You to license the Software from Spacial.

The Software includes all software files, computer information, and related materials, files and documentation offered and/or provided along with the Software. The Software also includes any future upgrades or updates of the Software that may be provided to You by Spacial (along with any accompanying documentation, materials or files) to the extent that Spacial does not provide this to You under separate terms from this EULA.

The Software in this EULA is being licensed to You and not sold.

By indicating Your acceptance of this EULA and/or by installing, copying or otherwise using the Software, You agree to be bound by the terms of this EULA which shall take effect the earlier of (a) the moment of Your acceptance of this EULA or (b) the moment You commence the download and installation of the Software.

If You do not agree to the terms of this EULA, Spacial is unwilling to license the Software to You and You may not install, copy, or use the Software.

1. Software License

Providing that You comply with the terms and conditions of this EULA, Spacial grants You the right to install and use the Software on maximum three (3) of Your computers (as described below) for your own personal usage only and only for the following purposes:
a. One installation on Your primary broadcast computer (“Primary Computer”);
b. One installation for remote broadcasting on Your computer placed in a different location than Your primary broadcast computer (“Remote Computer”);
c. One installation on Your standby computer to ensure continuous broadcast in case Your Primary Computer and Your Remote Computer experience any technical problem (“Standby Computer”);

2. Restrictions On Use Of The Software

The following general restrictions apply to Your use of the Software:
a. The Software is licensed as a single product. Its component parts may not be separated for other uses;
b. You may not reverse engineer, decompile or disassemble the Software;
c. You may not re-sell, sub-license, rent or lease the Software.
d. You may not share or disclose Your license keys with any third-party;
e. The Software may only be used in conjunction with audio content in which You own or control the proprietary rights; or audio content in which You have acquired the rights and permission to use.
f. The Software may not be used to transport and stream any terrestrial radio broadcasts and/or communication.
g. With the exception of Triton Digital’s Ad Insertion service, no ad injector service may be integrated into the Software without the express permission of Spacial.
h. The Software may not be used in a manner that infringes, violates or misappropriates the rights of any third party; in a manner that violates any applicable local, state or national laws; in a manner that violates the privacy of any person or entity, or in a manner that is otherwise illegal or promotes illegal activities, including, without limitation anything that may be considered obscene, libelous, defamatory, or otherwise malicious or harmful to any person or entity.

3. Updates And Upgrades

From time to time, Spacial may offer and/or provide You an upgrade or update to the Software. You shall only be entitled to any such Software upgrade or update providing that You are still licensed to use the Software under this EULA. Unless otherwise indicated by Spacial, any Software upgrade or update shall be subject to all of the terms and conditions of this EULA and the upgrade or update may not be used, transferred, or separated for use on any other computer or device other than that computer or device permitted in this EULA.

4. Reservation Of Rights

Spacial reserves all rights not expressly granted to You in this EULA

5. Software Ownership And Copyright

The Software is protected by copyright laws throughout the World in accordance with international treaty provisions. Spacial or its suppliers own the copyright, title, and all intellectual property rights found in the Software. Except as expressly stated in this EULA, nothing in this EULA shall be considered to be granting You any intellectual property rights in the Software. In addition You have no right to make use of the product names, trade-names or trademarks of Spacial without the express consent of Spacial.

6. Third Party Software

a. This Software uses parts of the open source AKRip project for CD audio playback. The source code for this software can be found at : http://akrip.sourceforge.net/intro.html and is subject to the terms of the LGPL license which can be found at: http://www.gnu.org/licenses/lgpl.html
b. This Software uses parts of open source PHP software, © 2001-2012 The PHP Group. The source code for this software can be found at: http://www.php.net/
c. This Software uses parts of Microsoft Windows Media Technologies © 1999-2012 Microsoft Corporation. All Rights Reserved. Information regarding the privacy policy for Windows Media can be found at: http://www.microsoft.com/windows/windowsmedia/player/9series/privacy.aspx
d. This Software uses AAC audio coding technology licensed from Via Licensing © Via Licensing Corporation 2012. Information regarding Via Licensing can be found at: http://www.vialicensing.com/licensing/aac-overview.aspx
e. This Software uses mp3PRO audio coding technology licensed from Coding Technologies, Fraunhofer IIS and Thomson © 2002 – 2012 Technicolor. All Rights Reserved. If You are using this Software commercial purposes and Your annual gross revenue is greater than $ 100,000.00 USD, You are not permitted to distribute any content via this Software in commercial revenue-generating broadcast systems (terrestrial, satellite, cable and/or other distribution channels), streaming applications (via Internet, intranets and/or other networks), other content distribution systems (pay-audio or audio-on-demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like). For such use, You require a license in addition to this EULA which can be found at: http://mp3licensing.com.

7. Privacy Policy

Spacial will collect and store information which You provide for purposes of Your registration with Spacial, Your licensing of the Software under this Agreement, and for communicating with You regarding your account and providing You with general Spacial information. By using the Spacial Web Site and Software, You consent that Spacial can collect, store, and use the information You provided for these purposes. The information You submit to Spacial during the registration process will be reviewed to ensure that it is reliable, accurate and complete. You also agree and understand that upon installation of the Software, Spacial collects some information regarding Your computer in order to help ensure that the Software functions correctly under this License. In addition, the Software also communicates with certain web services and will send data to these services. This data does not contain any information that will personally identify You and You do have the option to opt out from using these services with the exception of the applicable provisions below, Your information will remain strictly confidential and will not be sold, rented, disclosed or made available to anyone other than Spacial and its designated agents who are similarly bound to these confidentiality provisions. Any credit card information which You provide for the purpose of payment for the Software will not be stored by Spacial.

Spacial may collect, use, or disclose Your information without Your knowledge or consent if it is reasonably necessary:
a. in case of an emergency where the life, health or security of an individual is threatened;
b. to satisfy any applicable law, regulation, legal process or enforceable governmental request;
c. to enforce applicable terms of this Agreement, including investigation of any possible violations;
d. to detect, prevent, or otherwise address fraud, security, or technical issues; or
e. to protect against harm to the rights, property, or safety of Spacial or any member of the public.

Spacial will protect personal information through appropriate security measures against such risks as loss or theft, unauthorized access, disclosure, copying, use, modification or destruction. Spacial will protect the information regardless of the format in which it is stored.

8. Free Trial Period and Refund Policy

This Software is marketed as 'shareware' and Spacial offers a fully-functional evaluation version of this Software to You and all potential users to 'try before you buy' on a fourteen-day (14-day) free trial basis. Spacial encourages and appreciates users trying the Software before purchasing a license for the Software. For purposes of clarity, all of the terms and conditions of this EULA apply during the free trial period.

If You have not tested Spacial’s free evaluation version of the Software, please do so before purchasing this license of the Software so that You make sure that the Software is what You want and works correctly with Your system. When You purchase a license for the Software and Your license is registered with Spacial, it is understood that You are satisfied with the Software’s features and functionalities. Therefore, no refunds will be given to You once You have paid for the Software license.

9. Software Transfer

In the event that You choose to change your computer or device for use or back-up of the Software as contemplated in Sections 1a. or b., You may transfer the Software to another computer or device for use or back-up providing that You completely remove the Software from the previous computer or device on which the Software was installed.

10. Breach of the Agreement and Termination of License

Without prejudice to any of Spacial other rights, Spacial may terminate the license granted to You under this EULA if You fail to comply with any of the terms and conditions of this EULA . In the event of the termination of this License (by either You or Spacial), You agree to immediately uninstall the Software and de-activate it in addition to erasing and destroying all copies of the Software and all documentation relating to use of the Software. Following the termination of this License, any further use of the Software will be an infringement of Spacial’s copyrights and intellectual property rights. Spacial may also elect, at its sole discretion, to cease providing You technical assistance in connection with Your use of the Software if You fail to comply with any of the terms and conditions of this EULA.

11. Limitation of Liability

You acknowledge and agree that Your use of the Software is “as-is” and Spacial does not make, and hereby disclaims, any and all other express and implied warranties, including but not limited to warranties of merchantability or fitness for a particular purpose. Spacial shall not be liable for any direct damages to You or to any other third party, whether out of contract or from tort, including loss of data, profits, business interruption, or the use or inability to use the Software. Spacial shall not be liable for any other special, consequential or exemplary damages suffered by You relating to the Software. Spacial’s cumulative liability to you shall not exceed the License fee paid by You to Spacial in connection with use of the Software under this EULA in the twelve months preceding the event giving rise to a claim by You. Certain jurisdictions limit disclaimers of warranties and limitations of damages. In any such jurisdiction, this limitation of liability shall be deemed amended solely to the extent necessary to comply with the laws of such jurisdiction.

12. Your Indemnity

You hereby indemnify and hold harmless Spacial and their respective officers, directors, employees, agents, and contractors from and against any claims, actions, suits, damages, liabilities, costs, and expenses (including reasonable legal expenses) arising from a claim arising from Your violation of any terms and conditions of this EULA, including, but not limited to, any action by any third party that you have violated the proprietary rights of that third party, or caused any damage to that third party, in the course of your use of the Software. This indemnity shall not apply in the event of any claim and/or actions by a third party that the Software itself has violated the proprietary rights of that third party, or caused any damage to that third party.

14. Severability of Terms

If any of the terms in this EULA are found to be unlawful, void, or for any reason unenforceable, then such provision(s) shall be deemed severable from the other the terms of this EULA and shall have no effect on the validity of the remaining terms.

15. Non-Waiver of Rights

The failure of either party to insist on or enforce the strict performance of the other party’s obligations with respect to any of the terms of this EULA, or to exercise any rights found herein, will not be construed as a waiver or diminishment of such party’s right to assert or rely upon any such provision or right in any other instance, and same will remain in full force and effect.

16. Governing Law

All matters relating to this EULA and use of the Software shall be governed by the laws of the Province of Quebec and the federal laws of Canada. You therefore agree to the courts of Quebec and Canada having legal jurisdiction. You also agree that You are fully responsible for complying with all of Your local laws.