BY CLICKING ON THE "ACCEPT" BUTTON BELOW, OR BY DOWNLOADING, COPYING, INSTALLING, ACCESSING OR USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.

IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT DOWNLOAD, COPY, INSTALL, ACCESS OR USE THIS SOFTWARE AND PROMPTLY RETURN THIS SOFTWARE AND ANY ACTIVATION CODES TO THE PERSON OR COMPANY FROM WHICH YOU ACQUIRED THEM.

THE ARBITRATION CLAUSE IN SECTION 15.6 OF THIS AGREEMENT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

1. Definitions.

• "User Credentials" means the activation codes, passwords, IDs or other credentials provided to you in your Grant Letter.

- "Agreement" means this End User License Agreement.

• "Documentation" means explanatory materials in printed or electronic form provided by Shure with the Software.
• "Grant Letter" means a confirmation email or other printed or electronic notice issued by Shure to you confirming the Software license purchased by you, including the applicable Product Entitlements.
• "License Term" means the period commencing on the date that Shure sends your Grant Letter and ending on the earlier of expiration or termination of this Agreement in accordance with its terms.
• "Product Entitlements" means the features and functions, duration of licensed use, number of copies, number of computers on which the Software can be installed, and other limits on the use of the Software as set forth in the Grant Letter or this Agreement.
• "Shure" means Shure Incorporated, with offices located at 5800 W. Touhy Avenue, Niles, Illinois 60714 and any affiliate of Shure to which any rights or obligations under this Agreement are transferred or delegated.
• "Shure Device" means Shure branded microphones or other Shure branded audio, video and related hardware, equipment, peripherals and devices.

- "Software" means the Shure Designer software in object code format.

• "Update" means any bug fix, patch, new version or other improvement to the Software provided by Shure.
• "You" means the individual entering into this Agreement or, if different, the person, company, or legal entity on whose behalf that individual has entered into this Agreement.

2. Software License Grant. Subject to the terms and conditions of this Agreement, during the License Term, Shure grants you a limited, non-transferable, non-exclusive license, to install and use the Software on a computer owned or controlled by you solely for your internal business operations related to operation and use of Shure Devices. You are permitted to make reasonable backup or archival copies of the Software pursuant to your standard backup processes and procedures; however, you must reproduce all copyright, trademark, and other notices that appear on an original copy.
3. Documentation. Subject to the terms and conditions of this Agreement, you may make a reasonable number of copies of the Documentation and use those copies for your internal business operations in connection with your authorized use of the Software. You may not publish or distribute any Documentation to any third parties either in hard copy or electronic format.
4. Limitations. You will not: (a) modify, adapt, alter, translate, or create derivative works from the Software or Documentation; (b) sublicense, lease, rent, loan, or otherwise transfer the Software or Documentation to any third party; (c) use the Software or Documentation for any purpose other than internal business purposes, or make the Software or Documentation available to any third party as part of any time- sharing, ASP, cloud service, or service bureau arrangement; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software except to the extent permitted by applicable law notwithstanding this provision; (e) tamper with, or attempt to circumvent or disable, any security feature or licensing control function of the Software or Documentation, including without limitation the User Credentials; (f) remove or modify any program markings or any notice of Shure's or its licensors' proprietary rights; or (g) otherwise use or copy the Software or Documentation except as expressly permitted in this Agreement. No distribution of the Software or Documentation is permitted under this Agreement.
5. Payments. The license to the Software granted herein is currently provided free of charge. Shure reserves the right to charge a fee for any Update or for maintenance or support if and to the extent that Shure makes any of these items available in the future. You will pay the applicable license fees, support fees and other amounts payable with respect to any license, maintenance or support related to the Software purchased by you and any renewals of any of the foregoing, all of which are nonrefundable for any reason.
6. Updates. If and when Shure makes any Update generally available, Shure may, but is not required to, make such Updated available to you. The Update (and the Software as updated by the Update) will be governed by the terms of this Agreement unless Shure, at its option and discretion, requires you to agree to new or different terms as a condition to obtaining the Update. If you do not agree to the new terms required to obtain any Update, you agree that Shure may, at its option and discretion either (a) terminate the License Term, or (b) permit you to continue to use the Software but not any features added to the Software by the Update.
7. Proprietary Rights. The Software and Documentation are licensed not sold. As between Shure and you, Shure owns all right, title and interest in and to the Software and Documentation and all intellectual property rights in the Software and Documentation (collectively, "Shure Proprietary Rights"). You do not acquire any ownership of, or any ownership interest in, any Shure Proprietary Rights under this Agreement. You do not acquire any other rights in or to any Shure Proprietary Rights under this Agreement other than the license rights expressly granted in this Agreement.
8. No Warranty. Because the Software is provided free of charge, IT IS PROVIDED "AS IS" AND WITH ALL FAULTS, AND SHURE DISCLAIMS ALL WARRANTIES RELATED TO THE SOFTWARE OR USE OF THE SOFTWARE.

If a court of competent jurisdiction (or, as applicable, arbitrator) determines that Shure is not permitted to disclaim all warranties related to the Software notwithstanding that it is provided free of charge or that the disclaimer of warranties set forth herein is otherwise ineffective to disclaim all warranties, then Shure will provide the following limited warranty: (a) Shure will warrant to you that the Software will perform substantially in accordance with any Software instruction manual included as part of the Documentation for a period of 30 days from the date that Shure sends your Grant Letter for the Software; (b) to the maximum extent permitted by applicable law, Shure's and its suppliers' entire liability and your exclusive remedy for failure of the Software to conform to the foregoing warranty is, at Shure's option, either (i) repair or replacement of the Software that does not meet the warranty, or (ii) return of the Software and refund of the purchase price paid by you for the license to the Software; (c) the warranty in this Section 8 will not apply, and Shure will have no responsibility or liability, if (A) the Software is not used in accordance with this Agreement or the Documentation, (B) the Software or any part thereof is modified by anyone other than Shure, (C) a malfunction is caused by any equipment or software not provided by Shure, or (D) a malfunction is caused by any open source software included with or in the Software (collectively, the "Exclusions"); (d) any replacement Software will be warranted for the remainder of the original warranty period, if any; and (e) Shure will be obligated to honor this warranty only if you inform Shure in writing of the nonconformity with the Software during the applicable warranty period.

9. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, THE SOFTWARE, DOCUMENTATION, MAINTENANCE AND ANY RELATED SERVICES OR OTHER ITEMS ARE PROVIDED "AS IS" AND WITH ALL FAULTS, AND Shure, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THE SOFTWARE, DOCUMENTATION, MAINTENANCE, SERVICES, OR OTHER ITEMS PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF USE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON- INFRINGEMENT, ANY WARRANTIES ARISING BY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, OR ANY WARRANTIES THAT SOFTWARE, DOCUMENTATION OR MAINTENANCE WILL BE FREE OF ERRORS, BUGS, VIRUSES OR DEFECTS. IN ADDITION, SHURE DOES NOT WARRANT THAT THE SOFTWARE, OR ANY NETWORK, EQUIPMENT OR SYSTEM ON WHICH THE SOFTWARE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. To the extent that Shure may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted pursuant to such law.
10. Disclaimer of Certain Damages. IN NO EVENT WILL SHURE, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR BUSINESS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY OR OTHER THEORY, EVEN IF SHURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Limitation of Liability. SHURE'S, ITS AFFILIATES' AND ITS SUPPLIERS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE SOFTWARE OR MAINTENANCE OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY OR OTHER THEORY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
12. Additional Terms.

1. Beta Software. Shure may make Software available to you that is identified as "Beta" Software. Shure has no obligation to you to further develop or publicly release the Beta Software. If requested by Shure, you will provide feedback to Shure regarding testing and use of the Beta Software, including error or bug reports. You hereby grant Shure a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, distribute and make derivative works and incorporate the feedback into any Shure product at Shure's sole discretion. Upon receipt of a later unreleased version of the Beta Software or release by Shure of a publicly released commercial version of the Beta Software, you agree to return or destroy all earlier Beta Software in your possession or control.
2. "Free" or "Open-Source" Software. The Software may include components (including, without limitation, programs, applications, tools, utilities, libraries, and other programming code) that are made available from third parties under a free or open source software licensing model ("FOSS Code"). FOSS Code components included with the Software are redistributed by Shure under the terms of the applicable FOSS Code license for such component. Your receipt of FOSS Code components from Shure under this Agreement neither enlarges nor curtails your rights or obligations defined by the FOSS Code license applicable to the FOSS Code component. Copies of the FOSS Code licenses for FOSS Code components included with Software are included with or referenced in the Documentation.

13. Data Collection and Use. You agree that Shure (and third parties acting on behalf of or authorized by Shure) may collect, store and analyze information about the status, use and operation of the Software and Shure Devices, including information collected through connection established between servers operated by or on behalf of Shure and the Software through the internet. You agree that Shure may use and disclose this information and information about you to provide, maintain and improve the Software, Support, Shure Devices and other products or services of Shure, monitor compliance with license limitations, monitor and analyze usage and performance of the Software and Shure Devices, communicate with you about Shure products and services that may be of interest to you, and to comply with applicable laws and regulations. In addition, Shure (and third parties acting on behalf of or authorized by Shure) may collect or create anonymized or aggregated data that does not identify you and may use, disclose, commercialize and exploit such anonymized or aggregated data in any manner Shure deems appropriate.
14. Termination of License Term; Suspension. In the event that you breach or otherwise fail to comply with any term or condition of this Agreement, Shure may, in addition to and without prejudice to any other rights or remedies, at its option and discretion terminate the License Term without any obligation to provide notice. You will not be entitled to any refunds of any prepaid fees (whether license fees, support fees or other amounts) in the event of any termination or suspension of the License Term under this Agreement. Upon expiration or termination of the License Term, you will cease to have any license or other right to install, use or copy any Software or Documentation or any other license rights under this Agreement, and you will permanently delete or destroy all copies of the Software and Documentation in your possession or control.
15. Miscellaneous.

1. Transfer. You may not transfer the Software, Documentation or any of your rights under this Agreement to any third party.

15.2 Compliance with Laws. You will use the Software and Support in a lawful manner and in accordance with all applicable laws. You acknowledge that the license and use of the Software is subject to export control laws and regulations, including of the United States of America, which restrict exports and re-exports of software, technical data, and direct products of technical data. You agree that You will not export or re-export the Software or, or any information, documentation and/or printed materials related thereto, directly or indirectly, to any countries, end-users, or for any end-uses that are restricted by U.S. or other applicable export laws and regulations.

3. U.S. Government License Rights. All Software provided to the U.S. government is provided with the commercial license rights and restrictions described in this Agreement. By installing, copying or using the Software or Documentation, the U.S. government agrees that the Software is "commercial computer software" or "commercial computer software documentation" within the meaning of FAR Part 12.
4. Trademarks. This Agreement does not grant you any rights in connection with any trademarks, service marks, logos, or branding of Shure of its suppliers.
5. Governing Law; Jurisdiction. All disputes arising out of or relating to this Agreement or its subject matter will be governed by the substantive laws of the State of Illinois, without giving effect to its rules relating to conflict of laws to the contrary; provided that the U.S. Federal Arbitration Act will govern and supersede any conflicting or inconsistent state law with respect to disputes subject to arbitration. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Uniform Computer Information Transactions Act as enacted shall not apply. Except for disputes subject to arbitration, you agree that the state and federal courts located in Cook County, Illinois shall have jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter and that you will not initiate any proceeding in any other jurisdiction.
6. Arbitration. With the exception only of disputes related to the enforcement or validity of either your or Shure's intellectual property rights, all disputes, controversies or claims arising out of or relating to this Agreement, breach of this Agreement or any Software, products, services or transactions related to this Agreement, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration proceedings will be conducted in Chicago, Illinois and in the English language by a panel of three arbitrators. The arbitrators shall adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party shall allow and may obtain discovery of any matter not privileged which is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in a United States District Court. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION 15.6, BOTH YOU AND SHURE ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.
7. Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys' fees.
8. Severability. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be illegal or unenforceable, the provision will be modified so as to be enforceable to the maximum extent possible under applicable law in accordance with the original intent of the provision and the remainder of this Agreement will remain in full force and effect.

15.9 Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may only be modified by a writing signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

 

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