PLEASE READ THIS KIWI FX SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE KIWI FX SOFTWARE. BY DOWNLOADING, COPYING, INSTALLING, OR USING KIWI FX AND ANY ASSOCIATED MATERIALS, YOU ARE AGREEING TO BE FULLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION. IF YOU DO ANY OF THE FOREGOING ON BEHALF OF A COMPANY OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ORGANIZATION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE, OR DO NOT UNDERSTAND ALL OF THE FOLLOWING TERMS AND CONDITIONS, CLICK THE "DECLINE" BUTTON AND YOU MAY NOT USE THE SOFTWARE.

1. The Software: The Kiwi FX Software and any associated materials and documentation, including any third party software incorporated into Kiwi FX, and any upgrades, modules, features, tools and updates of the Kiwi FX Software provided to you by Solo Effects, LLC ("Solo Effects") shall herein be referred to as the "Software".
   
   
2. Kiwi FX License.
   
   
   1. Kiwi FX Single User License. Subject to the terms and conditions of this Agreement and payment of the appropriate license fees, the single user license hereby grants you a limited, personal, revocable, non-exclusive license to install and use the Software in object code form only, on a single computer. You may not make the Software available over a network where it could be used by multiple computers at the same time. You may make copies of the Software for backup purposes only; provided that any backup copies must include all of the original and unmodified copyright and other proprietary notices.
      
      
   2. Kiwi FX Multi User License. Subject to the terms and conditions of this Agreement and payment of the appropriate license fees, the multi user license hereby grants you a limited, personal, revocable, non-exclusive license to install and use the Software in object code form only, on your internal computer systems, provided that the number of simultaneous executions of the Software does not exceed the number of licenses you have purchased. You may make copies of the Software for backup purposes only; provided that any backup copies must include all of the original and unmodified copyright and proprietary notices.
      
      
   3. Kiwi FX Evaluation License. Subject to the terms and conditions of this Agreement, you may install and use a single copy of the Software on one computer for a period of 30 days for internal, non-commercial, non-revenue-generating, non-production evaluation purposes only.
   
   
3. No Warranty. Solo Effects hereby disclaims all warranties and conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy and noninfringement. You expressly acknowledge and agree that use of the Software is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the Software and any other materials provided by Solo Effects hereunder are provided "as is" with all faults.
   
   
4. Limitation of Liability. In no event shall Solo Effects and its licensors be liable to you, your customers, or any other person or entity claiming through or under you for any loss of profits, income, savings, or any other consequential, incidental, special, punitive, direct or indirect damages (in contract, tort or otherwise), even if Solo Effects or its licensors have been advised of the possibility of such damages.
   
   
5. No Support. You agree that Solo Effects will not provide any support or maintenance for the Software under this Agreement.
   
   
6. Restrictions. In addition to the license restrictions above, you may not:
   
   
   1. Modify or create any derivative works of the Software. For clarification purposes, plug-ins, extensions, and other computer programs that make use of the Kiwi FX API without modification are not considered derivative works;
      
      
   2. Disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code for the Software;
      
      
   3. Rent, lease, lend, redistribute, sell, sublicense, or otherwise transfer the Software. If you wish to incorporate or bundle the Software into or with another software product, you must execute a separate agreement with Solo Effects. If you wish to do so, contact kiwifx@soloeffects.com for more information;
      
      
   4. Remove or alter any patent, copyright, trademark, logo, or other proprietary notice, legend, symbol or label in the Software;
      
      
   5. Make use of the names "Solo Effects," "Kiwi FX," or any other trademark, logo, legend, symbol, or label owned by Solo Effects without express permission from Solo Effects in writing; or
      
      
   6. Allow others to do any of the foregoing.
   
   
7. Ownership. Except as expressly provided in this agreement, all right, title and interest in and to all copies of the Software, including, without limitation, all patent, copyright, trademark, trade secret and/or any and all other intellectual property rights, remains with Solo Effects and its third-party suppliers, and Solo Effects grants no express or implied right and/or license under its or any of its third-party suppliers' patents, copyrights, trademarks, trade secrets or other intellectual property rights. The Software is copyrighted and otherwise protected by the laws of the United States and other countries, and international treaty provisions. You agree that you will take no action that may jeopardize, limit, or interfere in any way with Solo Effects' or its third party suppliers' ownership or other interest and/or rights regarding the Software. The Software is licensed not sold to you by Solo Effects for use only under the terms of this Agreement, and Solo Effects reserves all rights not expressly granted to you herein.
   
   
8. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software licensed herunder. No amendment to or modification of this Agreement will be binding unless in writing and signed by Solo Effects.
   
   
9. Choice of Law and Severability. This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by the laws of the State of Utah. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and all other provisions of this Agreement shall remain in full force and effect.
   
   
10. Export Control. You may not use or otherwise export or reexport the Software outside the United States except in compliance in all respects with all U.S. and foreign export and reexport laws and regulations applicable to the technology and documentation provided hereunder. You shall be solely responsible for such compliance and shall indemnify Solo Effects for any and all damages and penalties arising from any violation of such laws and regulations.
    
    
11. Termination. Solo Effects may, without prejudice to any other rights under this Agreement or applicable law, terminate the license granted in this Agreement at any time without notice to you if you fail to comply with any of the terms and conditions of this Agreement. In addition to the foregoing, if you commence or participate in any legal proceeding against Solo Effects, then Solo Effects may, in its sole discretion, suspend or terminate all license grants and any other rights provided under this Agreement during the pendency of such legal proceedings. Upon any termination of this Agreement, all rights granted to you under this Agreement shall immediately terminate, and you shall immediately cease any use of the Software and return to Solo Effects or destroy any and all copies of the Software, embodied in any medium, in your possession and certify in writing to Solo Effects that the foregoing has been accomplished within ten (10) days from the termination date. In addition to the foregoing, Solo Effects may terminate this Agreement without cause upon providing you with thirty (30) days prior written notice.
    
    
12. Government End Users. The Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
    
    
13. Miscellaneous.
    
    
    1. All disputes relating to this Agreement shall be brought exclusively in the state and/or federal courts in Cache County, Utah, and the parties hereby consent to the personal jurisdiction of such courts;
       
       
    2. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof;
       
       
    3. The provisions of this Agreement that require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination;
       
       
    4. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, and assigns; and
       
       
    5. Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay), or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.