Heavyocity Media, Inc. -------------------------- End User License Agreement -------------------------- 1. CONDITIONS AND ACCEPTANCE OF LICENSE Heavyocity Media, Inc. licenses the MicroFX Shimmer Plug-In (the “Software”) to you only upon the condition that you accept all of the terms contained in this Agreement. Please read the terms carefully before continuing installation. Completing the installation will indicate your full agreement to them. If you do not agree to these terms, press the "CANCEL" button to exit the installation process. 2. WARRANTY The Software is the property of Heavyocity Media, Inc. and is protected by copyright and other laws. The Software is provided "as is", without warranty of any kind, either expressed or implied, including, without limitation, warranties of merchantability or fitness for use for any particular purpose, continuous operation, and/or non-infringement. By installing the Software, you agree to accept all risks arising from its use or misuse. 3. LICENSEE'S RIGHTS AND OBLIGATIONS You will be granted certain rights to use the Software upon acceptance of this license. Your rights and obligations are as follows: YOU MAY: (i). Use one copy of the Software on up to two (2) single-user computers. Each license is subject to and controlled by the terms set forth in this Agreement. YOU MAY NOT: (i). Make any copies of the Software, except for personal backup purposes. (ii). Transfer, distribute, modify or translate the Software, or any portion thereof. (iii). Assign this Agreement or the rights granted to you hereunder. (iv). Disassemble, decompile, or otherwise reverse engineer the Software or any of its data in any way, shape, or form. (v). Distribute license codes, in whole or in part, for the Software to any other person. Violations of any of the preceding restrictions may result in revocation of this license without notification or compensation. Unregistered (i.e. free) copies of the Software may be limited in use. You must fully license this product and enter the registration information to gain full, unlimited usage. The Software is owned by Heavyocity Media, Inc., and is protected by U.S. and international copyright laws. 4. LIMITATION OF LIABILITY A. The Software may not be free of bugs or errors. B. We are not liable for any damage caused by this software. Back-up your data files regularly! C. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING LOST PROFITS, LOST DATA, OR LOST BUSINESS OPPORTUNITY ARISING OUT OF ANY SOFTWARE DEFECT OR MALFUNCTION OR THE INABILITY TO USE THIS SOFTWARE! D. TO THE FULLEST EXTENT PERMITTED UNDER THE LAW, IN NO EVENT SHALL OUR LIABILITY EXCEED THE AMOUNT THAT YOU PAID FOR YOUR LICENSE. YOU AND WE TOGETHER AGREE THAT THIS ALLOCATION OF RISK IS A MATERIAL PART OF THE AGREEMENT BETWEEN US AND WITHOUT THIS ALLOCATION, THE TERMS OF THE LICENSE INCLUDING THE PRICING OF THE LICENSE WOULD BE MATERIALLY DIFFERENT. 5. INTEGRATION This is the complete and exclusive agreement between the parties in connection with the subject matter of the Agreement. BY INSTALLING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE FULLY LEGALLY BOUND BY ITS TERMS AND CONDITIONS. 6. TERM AND TERMINATION The license granted in this Agreement is effective until terminated hereunder. You may terminate the license at any time by destroying the Software (including the related documentation, if any) together with all copies in any form. Owner will have the right to terminate the license granted herein immediately if you fail to comply with any term or condition of this Agreement. The license granted to you herein will terminate automatically upon any breach of Section 3. Upon termination of this Agreement for any reason, you shall immediately stop using the Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software. Sections 3 and Sections 5 through 9 shall survive termination of this Agreement. 7. DISCLAIMER OF WARRANTY THE SOFTWARE IS PROVIDED 'AS IS" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OWNER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF CONTINUOUS PERFORMANCE, NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMER OF ALL WARRANTIES CONSTITUTES AN ESSENTIAL AND MATERIAL PART OF THIS AGREEMENT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE RESTS WITH YOU. IN NO EVENT WILL OWNER, ITS OFFICERS, DIRECTORS, AGENTS, AND/OR EMPLOYEES, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, OPPORTUNITIES, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 8. INDEMNITY You agree that Owner shall have no liability whatsoever for any use you make of the Software. You shall indemnify and hold harmless Owner from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from your use of the Software as well as from your failure to comply with any term of this Agreement. 9. LIMITATION OF LIABILITY. Under no circumstances and under no legal theory will Owner's liability hereunder exceed the price paid by you for the Software. 10. ASSIGNMENT; NO THIRD PARTY BENEFICIARIES This Agreement is personal to you. You have no right to assign or otherwise transfer this Agreement and any action or conduct in violation of the foregoing shall be void and without effect. Owner expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. The parties further intend that this Agreement is solely for the exclusive benefit of the parties and there are no third party beneficiaries hereunder. 11. GENERAL This Agreement represents the complete agreement concerning the subject matter between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Owner to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit Owner's rights with respect to such breach or any subsequent breaches. This Agreement shall be governed by and construed under New York law. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State or federal courts located in Borough of Manhattan, City and County of New York. You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement. Questions concerning this Agreement should be sent to the address set forth below. Any notices or correspondences will only be effective if sent by prepaid Certified Mail, Return Receipt Requested, to such address. Heavyocity Media, Inc. PO Box 483 Yonkers, NY 10703 12. COPYRIGHT AND TRADEMARK INFORMATION MicroFX Shimmer ©2024 Heavyocity Media, Inc. All rights reserved. Heavyocity and MicroFX Shimmer are trademarks of Heavyocity Media, Inc. All Rights Reserved.