SYMPHONY SOFTWARE LICENSE AGREEMENT

IMPORTANT - CAREFULLY READ THE FOLLOWING TERMS BEFORE DOWNLOADING AND USING THIS SOFTWARE.  Throughout this Symphony Software License Agreement, you will be referred to as "You" or "Licensee," and the "Symphony Software" will be referred to as "Software."

TO DOWNLOAD AND INSTALL THE SOFTWARE YOU MUST AGREE TO THE FOLLOWING SOFTWARE LICENSE AGREEMENT THAT PERTAINS TO THE SOFTWARE FROM APOGEE ELECTRONICS CORP.  THE SOFTWARE LICENSE AGREEMENT IS A LEGALLY BINDING CONTRACT THAT SHOULD BE READ IN ITS ENTIRETY.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, CLICK THE "I DECLINE" OR "I DISAGREE" BUTTON BELOW.  BY CLICKING THE "I DECLINE" OR "I DISAGREE" BUTTON BELOW, THE INSTALLATION PROCESS WILL CEASE AND YOU WILL NOT BE GRANTED A LICENSE TO USE THE SOFTWARE.
BY CLICKING THE "I ACCEPT" OR "I AGREE" BUTTON BELOW, YOU ARE: (I) REPRESENTING AND AGREEING THAT YOU ARE AT LEAST 18 YEARS OLD AND HAVE FULL LEGAL CAPACITY AND THE AUTHORITY TO BIND YOURSELF AND YOUR EMPLOYER, AS APPLICABLE, TO THE TERMS OF THIS AGREEMENT; (II) ACKNOWLEDGING THAT YOU HAVE READ THIS LICENSE AGREEMENT AND UNDERSTAND IT; AND (III) AGREEING ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER, AS APPLICABLE, TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.

This Software License Agreement (this "Software License") defines legal use of the Software and any copies of the Software made by or for You. All rights not expressly granted to You are reserved by Apogee Electronics Corp. This Software License terminates automatically if You violate any term of this Software License.

1. Grant of License for Registered Users.  Apogee Electronics Corp. grants You a non-exclusive, non-transferable, non-sub-licenseable license to use the Software program and any upgrades, enhancements, modifications, updates, revisions and substitutions thereto (collectively, the "Software"), including any documentation files accompanying the Software ["Documentation"] on a computer, and to make one backup copy of the Software, provided that: [i] the Software is NOT modified; [ii] all copyright notices are maintained on the Software; and [iii] You agree to be bound by and follow the terms of this License Agreement. The Software and Documentation shall be used only by You, only for your own personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity.

2. Usage Rules and Restrictions. The following usage rules and restrictions govern your use of the Software: You may install and use the Software provided by Apogee Electronics Corp. (at its sole discretion) in object code form on a computer for both personal and commercial use. The Software may not be distributed to any other party without the express written permission of Apogee Electronics Corp.  It is your responsibility to ensure that any uses made of the Software comply with all applicable laws, including but not limited to intellectual property laws designed to govern the use of copyrighted works and other content accessible through the Software.  You may also terminate the Software License by discontinuing use of all or any part of the Software and by destroying all of your copies of the applicable Software.
You may NOT:
a. publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or any part thereof;
b. reverse engineer, decompile, translate, adapt, disassemble, or create derivative works from (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) the Software, or any portion thereof;
c. attempt to create the source code from the object code for the Software; 
d. attempt to, or assist any other person to reverse engineer, decompile, disassemble, or otherwise tamper with any of the security components, special rules or other protection applications of the Software for any reason whatsoever;
e. transmit the Software over any network or between any devices, although You may use the Software to make such transmissions of other materials; 
f. incorporate the Software into any computer chip or the firmware of any computing device. 
g. use the Software in any unlawful manner, for any unlawful purpose (including the unlawful use of Content), or in any manner inconsistent with this Software License;
h. use the Software to operate nuclear facilities, life support, or other mission critical application where human life or property may be at stake. You understand that the Software is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which Apogee Electronics Corp. is not responsible;
i. interfere with or disrupt the Apogee Electronics Corp. computer networks, websites, or services connected with or accessed by the Software; 
j. use, acquire, ship, transport, export, or re-export the Software, except as expressly authorized by Apogee Electronics Corp. and as permitted by applicable law. In particular, but without limitation, the Software may not be acquired, shipped, transported, exported, or re-exported (1) into (or to a national or resident of) any U.S. embargoed country or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. You represent and warrant that You are not located in, under control of, or a national or resident of any such country or on any such list; or
k. sell, lease, loan, distribute, transfer, or sublicense the Software or access thereto or derive income from the use or provision of the Software, whether for direct commercial or monetary gain or otherwise, without the express, written permission of Apogee Electronics Corp. 

3. Ownership.  You have no ownership rights in the Software. Rather, You have a license to use the Software as long as this License Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with Apogee Electronics Corp. This Software License grants You no right, title, or interest in any intellectual property owned or licensed by Apogee Electronics Corp., including (but not limited to) the Software and Apogee Electronics Corp. trademarks, and creates no direct relationship between You and Apogee Electronics Corp. other than that of licensor to licensee under this Software License.

4. Copyright.  The Software and Documentation contain material that is protected by copyrights, trademarks, service marks, international treaties, trade secret law, 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 this Software License.  All rights not granted to You herein are expressly reserved by Apogee Electronics Corp.  You may not remove any proprietary notice of Apogee Electronics Corp. and/or its licensors from any copy of the Software or Documentation.  You agree not to assign, copy, transfer, or transmit the Software, or any data obtained through the Software, to any third party. Your license to use the Software will terminate if You violate these restrictions. If your license terminates, You agree to cease any and all use of the Software.

5. Confidentiality.  You acknowledge that the Software contains proprietary trade secrets of Apogee Electronics Corp. and You hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as You use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Software License Agreement to those persons employed by You who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Program for the purpose of deriving the source code of the Program or defeating the Key.

6. Support and Software Updates.  Apogee Electronics Corp. may elect, at its sole discretion, to provide You with customer support and/or Software upgrades, enhancements, or modifications (collectively, "Support") for the Software, and in its sole discretion, Apogee Electronics Corp. may terminate such Support at any time without notice to You.  Apogee Electronics Corp. may change, suspend, or discontinue any aspect of the Software at any time, including the availability of any Software feature, database, or content.  Apogee Electronics Corp. reserves the right to charge fees for future use of or access to Support in Apogee Electronics' sole discretion.

7. Limitation of Liability.  IN NO EVENT WILL APOGEE ELECTRONICS CORP., ITS SUPPLIERS, RETAILERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF APOGEE ELECTRONICS CORP. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  APOGEE ELECTRONICS CORP.'S  AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION.  BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

8. Export Restrictions.  THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE, WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION WITHOUT CONSENT OF APOGEE ELECTRONICS CORP. AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS. 

9. Termination.  This Software License Agreement is effective until it is terminated. You may terminate this License Agreement at any time by destroying or returning to APOGEE ELECTRONICS CORP. all copies of the Software and Documentation in your possession or under your control. APOGEE ELECTRONICS CORP. may terminate this License Agreement for any reason, including, but not limited to, if APOGEE ELECTRONICS CORP. finds that You have violated any of the terms of this License Agreement. Upon notification of termination, You agree to destroy or return to APOGEE ELECTRONICS CORP. all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software License Agreement. 

10. General.  This License Agreement shall be construed, interpreted and governed by the laws of the State of California without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Los Angeles County, State of California, USA.  This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.
