Audible Magic

Test License Agreement


This test license agreement (the “Agreement”) is entered into on (the “Effective Date”) by and between Audible Magic Corporation, a Delaware corporation (“Audible Magic”), with an address at 985 University Avenue, Suite 35, Los Gatos, California 95032 and , a Corporation, with an address at .

In consideration for Audible Magic providing test access to Audible Magic’s technology and services (“Products”) for internal evaluation, Licensee agrees to be bound by the terms and conditions of this Agreement.

Now, therefore, the parties hereby agree as follows:

  1. LICENSE GRANT. Audible Magic grants Licensee a non-exclusive and non-transferable license to use the executable code version of the Products free of charge for the sole purpose of (i) evaluation and trial or (ii) development of demonstration applications for internal use or for prospective and existing customers, for a limited time. Licensee may not use the Products for any other purpose, including without limitation, operation of its business, development of other services and/or applications for ongoing use, or providing ongoing services to others. Licensee may make a limited number of copies of the Products as required to conduct its evaluation and application development and demonstration, provided each copy is governed by the terms of this Agreement. While Audible Magic intends to distribute a commercial release of the Products, Audible Magic reserves the right at any time not to release a commercial release of the Products or, if released, to alter prices, features, licensing terms, or other characteristics of the commercial release.

  2. TERM AND TERMINATION. The license granted under this Agreement shall terminate on the later of (i) 90 days after the Effective Date or (ii) the expiration date of any Developer license purchased by Licensee from Audible Magic. The license will automatically terminate earlier if Licensee fails to comply with the limitations described herein. Audible Magic reserves the right to terminate the license granted under this Agreement at any time and for any reason upon reasonable notice to Licensee.  Licensee must destroy all copies of the Products upon termination.

  3. PROPRIETARY RIGHTS. All title, ownership rights, and intellectual property rights in the Products shall remain with Audible Magic and/or its suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Audible Magic's or its suppliers' ownership of rights with respect to the Products. The Products are protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Products are the property of the applicable content owner and are protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content.

  4. DEMONSTRATION APPLICATIONS. Licensee undertakes to ensure that every product demonstration or demonstration application incorporating or using the Products, made or developed by or on behalf of the Licensee under this agreement displays the Audible Magic logo and the words “Powered by Audible Magic” (the “Attribution”) in a prominent manner. In the case of any application or visual demonstration, the Attribution shall be displayed on at least the opening and closing screens. Licensee is allowed to use Products to demonstrate Licensee's software to individual customers, partners, and investors on a limited basis without prior approval. Licensee will not without the prior written consent of Audible Magic, demonstrate any product or application incorporating or utilizing the Products in any public forum including, without limitation, in any press or media interviews, on the internet, in advertising or promotional material, or at any trade fair or conference. During and after the term of this agreement, Audible Magic may use any application developed by or on behalf of the Licensee under this agreement for the purposes of displaying and demonstrating the capability of AudibleMagic products and services to any third party provided that (i) the application has been publicly released, or (ii) Licensee has consented in writing to such use by Audible Magic.

  5. CONFIDENTIALITY. The Products and the Test are Confidential Information. Except as expressly permitted under Section 4, Licensee will not disclose Products or Test or any comments regarding Products or Test to any third party without the prior written approval of Audible Magic. Licensee will maintain the confidentiality of Products and Test with at least the same degree of care that Licensee uses to protect its own confidential and proprietary information. Licensee will also maintain as Confidential Information any test results from the Test of Audible Magic’s Products, technology, software and solutions as well as any metadata, business rules, hash codes or other unique file identifiers, unique Audible Magic identifiers or other identification information including identification information associating metadata with any identified file, hash code or other unique file identifier. Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Licensee’s part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Licensee without any limitation on use or disclosure prior to its receipt from Audible Magic; or (d) independently developed by Licensee’s employees; or (e) generally made available to third parties by Audible Magic without restriction on disclosure.

  6. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, and in addition to any other restrictions herein, Licensee may not: (i) modify or create any derivative works of the Products or documentation, including translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Products (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, use the Products in a timesharing or service bureau arrangement, or otherwise transfer rights to the Products; (iv) copy the Products (except for an archival copy which must be stored on media other than a computer hard drive) or documentation; (v) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Products; (vi) modify any header files or class libraries in the Products; (vii) create or alter tables or reports relating to the database portion of the Products (except as necessary for testing the Products); (viii) publish or disclose any results of benchmark tests run on the Products or disclose Products features, errors or bugs to a third party without Audible Magic’s prior written consent; (ix) and use the Products for any purpose other than trial and evaluation or demonstration.

  7. DISCLAIMER OF WARRANTY. THE PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT ARE BORNE BY LICENSEE. SHOULD THE PRODUCTS PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT AUDIBLE MAGIC OR ITS SUPPLIERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCTS IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

  8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AUDIBLE MAGIC OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, AUDIBLE MAGIC'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF AUDIBLE MAGIC TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. AUDIBLE MAGIC IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCTS AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.

  9. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (b) This Agreement may be amended only by a writing signed by both parties. (c) This Agreement shall be governed by the laws of the State of California, U.S.A., excluding its conflict of law provisions. (d) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Santa Clara County, California with the losing party paying all costs of arbitration. (e) This Agreement may be executed in two counterparts, each of which shall be an original and together which shall constitute one and the same instrument. Execution and delivery of the Agreement may be evidenced by facsimile, email or Internet transmission.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date set forth above.

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Signed by Vance Ikezoye
Signed On: June 17, 2019

Signature Certificate
Document name: Test License Agreement
lock iconUnique Document ID: c97ee54f096493d007cfd1bea36d3d20228f5b2f
Timestamp Audit
August 27, 2015 1:34 pm PSTTest License Agreement Uploaded by Vance Ikezoye - [email protected] IP 50.203.182.1