TÉRMINOS LEGALES

This End-User License Agreement (herein “Software License”) is a legal agreement between you and Voxolutions SpA (herein “Voxound”) on the use of its software Voxound. YOU AGREE TO BE BOUND BY THE TERMS OF THIS SOFTWARE LICENSE BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. Please refer to our Privacy Statement on the Voxound web site to find out more about how Voxound protects your privacy. Voxound can update and change this Software License and all the documents incorporated by reference without any notice to you, but you can always find the most recent version of this Software License at http://www.voxound.com. Use of the Voxound Software constitutes acceptance of the last published version of the agreement. This Agreement, and any new versions, between you and Voxound, covers all your use of Voxound Software. If you disagree with any of the terms below, Voxound does not grant you a license to use the Voxound Software.

1. Licensed Uses and Restrictions

By accepting the terms of this Agreement, you declare that you old enough to download this software according to the limits set by laws in the jurisdiction from which you make use of the Voxound Software. If the law of your country prohibits you from downloading or using Voxound Software due to being under the age limit or because the Voxound services are not allowed in your country, please don’t use it. The Voxound Software applications, documentation, and local computer files installed or utilized by the installer application (collectively, the “Voxound Software”) are owned by Voxound, or Voxound’s licensors and content and data providers (”Voxound Licensors”), and are licensed to you on a worldwide, non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. This Software License defines legal use of the Voxound Software, all updates, revisions, substitutions, and any copies of the Voxound Software made by or for you. All rights not expressly granted to you are reserved by Voxound or their respective owners. Your license to the Voxound Software under this Software License continues until it is terminated by either party. You may terminate the Software License by discontinuing use of all of the Voxound Software and by uninstalling and destroying all your copies of the applicable Voxound Software. This Software License terminates automatically if you violate any term of this Software License, Voxound publicly posts a written notice of termination on the Voxound web site, or Voxound sends notice of termination to you.

a. YOU MAY

(i) Install and personally use the Voxound Software and any updates provided by Voxound (in its sole discretion) in object code form on a personal computer owned or controlled by you and may use the Voxound Software for your own noncommercial use or benefit.

b. YOU MAY NOT:

(i) Decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) based upon the Voxound Software or any portion thereof; (ii) Incorporate the Voxound Software or any portion thereof into any computer chip or the firmware of a computing device manufactured by or for you; (iii) Use the Voxound Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Software License; (iv) Use or export the Voxound Software in violation of applicable U.S. laws or regulations; (v) Sell, lease, loan, or sublicense the Voxound Software or provide access thereto or derive income from the use or provision of the Voxound Software, whether for direct commercial or monetary gain or otherwise, without Voxound’s prior, express, written permission; or (vi) Use Voxound Software in any manner that could damage, disable, overburden, or impair Voxound ’s services or any of Voxound ’s business partners’ services (e.g., you may not use the Voxound Software in an automated manner), nor may you use Voxound Software in any manner that could interfere with any other party’s use and enjoyment of Voxound ’s services or Voxound ’s business partners’ services.

2. Ownership and Relationship of Parties

The Voxound Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in the Voxound Software, this Software License or the Privacy Statement. Voxound and Voxound ’s Licensors own all rights, title, and interest in and to their applicable contributions to the Voxound Software. Other than the limited license granted herein, this Software License grants you no right, title, or interest in any intellectual property owned or licensed by Voxound, including (but not limited to) the Voxound Software and Voxound trademarks, and creates no relationship between yourself and Voxound ’s Licensors, or between you and Voxound. Any and all intellectual property rights in the Voxound Software, the Voxound website, the online material and the Voxound promotional materials are and shall remain the exclusive property of Voxound. Any unauthorized use of Voxound ’s intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws. The Voxound Software and its components contain software licensed from Voxound Licensors (”Licensor Software”). The Licensor Software enables the Voxound Software to perform certain functions including, without limitation, access proprietary data on third-party data servers. You agree that you will use the Voxound Software, and any data accessed through the Voxound Software, for your own personal non-commercial use only. You agree not to assign, copy, transfer, or transmit the Voxound Software, or any data obtained through the Voxound Software, to any third party. Your license to use the Voxound Software, its components, and any third-party data, will terminate if you violate these restrictions. If your license terminates, you agree to cease any and all use of the Voxound Software, its components, and any third-party data. All rights in any third-party data, any third-party software, and any third-party data servers, including all ownership rights are reserved and remain with the respective third parties. You agree that these third parties may enforce their rights under this Software License against you directly in their own name.

3. Support and Software Updates

Voxound may provide you with customer support and/or software upgrades, enhancements, or modifications for the Voxound Software (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to you. Voxound may change, suspend, or discontinue any aspect of the Voxound Software at any time, including the availability of any Voxound Software feature, database, or content. Voxound may also impose limits on certain features and services or modify, discontinue or restrict your access to parts or all of the Voxound Software or the Voxound web site without notice or liability.

4. Disclaimer of Warranties by Voxound

USE OF THE VOXOUND SOFTWARE AND ANY DATA ACCESSED THROUGH THE VOXOUND SOFTWARE IS AT YOUR SOLE RISK. THEY ARE PROVIDED “AS IS.” ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VOXOUND SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE. VOXOUND, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, ” VOXOUND ENTITIES”) AND VOXOUND LICENSORS DO NOT REPRESENT THAT THE VOXOUND SOFTWARE OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. THE VOXOUND ENTITIES AND VOXOUND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE VOXOUND SOFTWARE, THE VOXOUND SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE VOXOUND SOFTWARE, THE VOXOUND SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF THE VOXOUND SOFTWARE, THE VOXOUND SOFTWARE SERVICES OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE VOXOUND ENTITIES OR THE VOXOUND LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE VOXOUND ENTITIES OR VOXOUND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

5. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE VOXOUND ENTITIES AND VOXOUND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE VOXOUND ENTITIES OR VOXOUND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: i. THE USE OR THE INABILITY TO USE THE VOXOUND SOFTWARE OR THE VOXOUND SOFTWARE SERVICES; ii. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE VOXOUND SOFTWARE OR THE VOXOUND SOFTWARE SERVICES; iii. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; iv. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE VOXOUND SOFTWARE SERVICES; OR ANY OTHER MATTER RELATING TO THE VOXOUND SOFTWARE OR VOXOUND SOFTWARE SERVICES. DAMAGES EXCLUDED BY THIS SECTION 5 INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU. INFORMATION PROVIDED THROUGH THE VOXOUND SOFTWARE MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE VOXOUND ENTITIES AND VOXOUND LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. VOXOUND MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE VOXOUND SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE VOXOUND SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT OR HOURS OF AVAILABILITY. Without limiting the generality of the foregoing, in no event shall Voxound’s aggregate liability to you relating to, arising out of or in connection with the Voxound Software or the Voxound Software Services exceed the sum of one hundred United States dollars (US$100). By using the Voxound Service and Voxound Software Services, you expressly agree that the limitations on Voxound ’s liability contained in this Software License are reasonable and constitute a material inducement to Voxound providing the Voxound Software and the Voxound Software Services, without which Voxound would not provide the Voxound Software or the Voxound Software Services.

6. Indemnification

You agree to indemnify and hold the Voxound Entities and Voxound Licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party in connection with or arising out of your use or misuse of the Voxound Software or Voxound Software Services, your violation of any terms or conditions of this Software License, your violation of applicable laws, or your violation of any rights of another person or entity.

7. Government End Users

If the Voxound Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Voxound Software is deemed to be “commercial software” as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for “restricted computer software.” All other terms and conditions of this Software License apply.

8. Governing Law

This Software License and the relationship between you and Voxound are governed by the laws of the state of California, without regard to its conflict of law provisions. You and Voxound agree to submit to the personal and exclusive jurisdiction of the courts located within the state of California, USA. The United Nations Convention on the International Sale of Goods does not apply to this Software License.

9. No General Waiver; Severability

The failure of Voxound to exercise or enforce any right or provision of this Software License shall not constitute a waiver of such right or provision. If any provision of this Software License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Software License remain in full force and effect.

10. Complete Agreement

This Software License constitutes the entire understanding between the parties respecting use of the Voxound Software, superseding all prior agreements between you and Voxound.

11. Surviving Provisions

Sections 2, and 4 through 10, will survive any termination of this Software License.