SOFTSOUND END-USER LICENSE AGREEMENT
IMPORTANT!  READ CAREFULLY!

BY CLICKING THE ACCEPTANCE BUTTON FOR THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT AS THE "LICENSEE."

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT THE BUTTON INDICATING NON-ACCEPTANCE, YOU MUST NOT INSTALL OR USE THE PRODUCT, AND YOU DO NOT BECOME A LICENSEE UNDER THIS AGREEMENT. 

THE LICENSED MATERIALS MAY NOT OPERATE WITH SOFTWARE LICENSED FROM OTHER VENDORS WITHOUT MODIFICATION AND/OR SUPPLEMENTATION BY YOU.

This is a legal agreement between you (either an individual or an entity) ("Licensee") and SoftSound Limited for the license of the SoftSound software product(s) enclosed and/or identified herein, which may include "online" or electronic documentation (together, the "Licensed Materials").  This Agreement governs your use of the Licensed Materials.

1. LICENCE GRANT.  Subject to the terms of this Agreement, SoftSound grants to Licensee a personal, non-exclusive, non-transferable, non-sublicencable licence to install the software portion of the Licensed Materials on only one CPU and to use the Licensed Materials in connection therewith.  Licensee may also make one copy of the Licensed Materials for backup purposes.  This license alone does not entitle Licensee to receive from SoftSound hard-copy documentation, technical support, telephone assistance or enhancements or updates to the Licensed Materials.

2. RESTRICTIONS.  Notwithstanding any provisions in this agreement to the contrary, Licensee may not (a) make, use or load into temporary memory any unapproved copies of the Licensed Materials without the appropriate license(s) for use on additional CPUs; (b) distribute the Licensed Materials; (c) modify, transmit, rent, lease or sublicense the Licensed Materials; (d) reverse-engineer, decompile or disassemble the Licensed Materials, except to the extent required to be permitted by applicable law; (e) disclose any source core or performance characteristics of the Licensed Materials to any person or entity; (f) use the Licensed Materials in a service bureau or "application service provider" environment or for the benefit of third parties; or (g) at any time do or permit to be done anything which shall adversely affect SoftSound’s right, title or interest in the Licensed Materials.  If the Licensed Materials are used within a country of the European Community, nothing in this Agreement shall be construed as restricting any rights available under the EC Council Directive 14 May 1991 on the legal protection of computer programs.

3. PROPRIETARY RIGHTS.  The Licensed Materials and any copies thereof, including all updates, enhancements and modifications thereto, are licensed and not sold and shall remain the property of SoftSound.  Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with SoftSound's or its suppliers' ownership of or rights with respect to the Licensed Materials.  The Licensed Materials are protected by United States, European Union and international copyright, trademark and trade secret laws, as well as certain international treaty provisions.  Licensee may not remove or obscure the copyright and other proprietary notices from the Licensed Materials.

4. TERMINATION.  Without prejudice to any other rights, SoftSound may terminate this Agreement if Licensee breaches any of its terms and conditions.  Upon termination of this Agreement, or any license(s) granted herein, Licensee’s right to use and/or possess the Licensed Materials and other related confidential information shall immediately cease.  Licensee must immediately delete all copies off of any and all storage media possessed by Licensee.  Licensee must provide SoftSound with written certification signed by an authorized officer that all copies of the Licensed Materials have been destroyed and that Licensee has retained no copies.

5. DISCLAIMER.  To the fullest extent permitted by applicable law, SoftSound provides the Licensed Materials AS IS AND WITH ALL FAULTS, and hereby disclaims any and all warranties, either express or implied, including, but not limited to (if any) implied warranties of quality and fitness for a particular purpose of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Licensed Materials.  IN ADDITION, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE LICENSED MATERIALS.  THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE LICENSED MATERIALS REMAINS WITH LICENSEE.

6. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.  EXCEPT IN THE EVENT OF PERSONAL INJURY OR DEATH AS A RESULT OF NEGLIGENCE, IN NO EVENT SHALL SOFTSOUND BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OR INACCURACY OF INFORMATION, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAIR OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LICENCED MATERIALS UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SOFTSOUND, EVEN IF THE LOSS WAS REASONABLY FORESEEABLE OR SOFTSOUND HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. LIMITATION OF LIABILITY AND REMEDIES.  NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF SOFTSOUND UNDER ANY PROVISION OF THIS AGREEMENT AND LICENSEE’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE LICENSED MATERIALS OR GBP £5.00.  THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

8. LICENSEE INDEMNITIES.  Licensee will indemnify and hold SoftSound harmless from all actual liabilities, damages and losses incurred by SoftSound (including all costs and expenses, including attorneys’ fees) ("Losses") to the extent arising out of any legal action based on any claim by a third party that SoftSound, due to Licensee’s use of the Licensed Materials, is liable for contributory infringement of a copyright, patent, trade secret or other proprietary right of a third party.  In addition, Licensee shall indemnify and hold SoftSound harmless from all Losses to the extent arising out of any legal action based on any claim by a third party that SoftSound, due to Licensee’s use of the Licensed Materials, is liable to a third party in tort or under statutory liability for defamation, invasion of privacy or similar theories of law.  Licensee agrees to comply with all laws relating to Licensee’s use of the Licensed Materials and to indemnify and hold SoftSound harmless from all Losses to the extent arising out of any acts or omissions of Licensee that break any law and involve Licensee’s use of the Licensed Materials.

9. ASSIGNMENT.  Licensee shall not, without the prior written consent of SoftSound, assign this Agreement or any license granted or created hereunder, whether by operation of law, change of control or in any other manner.  SoftSound’s consent to any assignment of this Agreement shall not constitute SoftSound’s consent to further assignment.  Any assignment in contravention of this subsection shall be void.

10. WAIVER.  Failure or neglect by either party to enforce at any time any of the provisions of this Agreement shall not be construed as a waiver of either party’s rights under this Agreement nor in any way affect the validity of the whole or any party of this Agreement nor prejudice either party’s rights to take subsequent action.

11. ENTIRE AGREEMENT; AMENDMENT.  This Agreement sets forth the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings or agreements, written or oral, relating to the Licensed Materials .  The terms and conditions of any other licenses agreement (i.e. corporate master agreement) or services agreement (i.e. professional services agreement) executed or agreed to by the parties will not amend, modify or supplement the terms of this License Agreement or govern your usage of any products supplied by third parties, including the Vignette Application Power Pack.  No alterations, modifications or additions to this Agreement shall be valid unless made in writing and signed by a duly authorised representative of each party.

12. GOVERNING LAW AND JURISDICTION.  The parties expressly agree that the rights and obligations of each will be governed by the laws of England and Wales, excluding its choice of law rules, and that they will be subject and submit to the exclusive jurisdiction of England.  Notwithstanding the foregoing, the parties agree that SoftSound shall have the right to take action in the courts of the jurisdiction where you use the Licensed Materials, under the laws that normally apply in such jurisdiction, to enforce the proprietary rights referenced in Section 3 above or to collect any overdue amounts from you.  The parties expressly agree that the rights and obligations of each will not be governed by the U.N. Convention on Contracts for the International Sale of Goods.  

13. AUDIT.  You shall permit SoftSound to verify by any reasonable and appropriate means that you have complied with the provisions of this Agreement, and you agree to cooperate fully with such a verification.  

14. SEVERABILITY.  If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

15. SURVIVAL.  Section 2 (Restrictions); Section 5 (Disclaimer); Section 7 (Limitation of Liability), Section 8 (Licensee Indemnities) and this Section 15 shall survive any termination hereof

16. U.S. GOVERNMENT END-USERS.  The Licensed Materials are a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept.  1995).  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End-Users acquire the Licensed Materials with only those rights set forth herein.

17. EXPORT ASSURANCE.  Licensee warrants and covenants that it will comply with all then current laws and regulations of the United States and other jurisdictions relating or applicable to the import and export of software.  Licensee warrants and covenants that it will not directly or indirectly, export, re-export, or transship the Licensed Materials in violation of United States laws and regulations, including, without limitation, the deemed export rule and any laws and regulations governing the shipment of encrypted software or information.

18. LICENSEE OUTSIDE THE U.S.  If Licensee is located outside the U.S., then the provisions of this Section shall apply.  (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui s'y rattache, soient rediges en langue anglaise.  (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language.")  (ii) Licensee is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Licensed Materials, and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable.

19. NOTICES.  Should Licensee have any questions concerning this Agreement, Licensee may contact SoftSound at Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ.  SoftSound is a registered trademark of SoftSound Limited.  All other referenced marks are those of their respective owners.
