END-USER LICENSE AGREEMENT

APPLICABLE TO PEAVEY® MEDIAMATRIX® NWARE™ 3.x SOFTWARE


LICENSE AGREEMENT


This Peavey® Electronics, MediaMatrix® NWare™ 3.x End-User License Agreement (EULA) is a legal agreement between you the “Customer” (either an individual or a single entity) and Peavey Electronics for the product identified above, which includes computer software and associated media and printed materials, and may include “online” or electronic documentation (“SOFTWARE PRODUCT” or “SOFTWARE APPLICATION”). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.


Subject to all of the limitations and conditions contained herein, Peavey grants to Customer a non-exclusive license to use the Peavey MediaMatrix NWare 3.x software application delivered herewith, together with any corrections, enhancements, updates and related system and user documentation provided by Peavey. The licensed Software Application may be used on only a single computer. Licensee may not use the software application on more than one (1) computer or computer terminal at the same time.


Furthermore, Analog Devices, Inc “ADI” a company registered in the USA grants Peavey Electronics Corporation a license to distribute software components in relation to the ADI “CCES 2.x” CrossCore® Embedded Studio software product in object code form integrated within the NWare 3.x software application for use with the MediaMatrix SCION® media and control processor family of products only (““Redistributable Components”). The Redistributable Components are legally protected herein this agreement. Pursuant to agreeing with the terms and conditions of this agreement, Customer agrees to allow ADI to review a copy of this EULA from Peavey, which may include the identity and contact information of the individual or single entity of Customer who has entered into the EULA. Peavey has a legal obligation to provide this information to ADI on request and will notify ADI in the event of any breach of this EULA known to Peavey.


Customer acknowledges that the software application, all source code, object code, user interface screens, algorithms, development frameworks, repository, system designs, system logic flow, and processing techniques and procedures related thereto, any system user or other documentation related thereto, any copies and derivatives of any of the foregoing, in whole or in part, as well as all copyright, patent, trade secret and other proprietary rights in the foregoing, are and shall remain the sole and exclusive confidential property of Peavey or Peavey’s licensor. Customer agrees that it will not disclose or otherwise make available to third parties the software application or related documentation, except as permitted herein. Customer shall hold as Peavey’s confidential property, and shall further safeguard against disclosure, all copies of the software application, in whole or in part, and all other information furnished by Peavey to Customer in connection with the software application licensed hereunder or in connection with any other product or service or proposed product or service of Peavey, including all source and object code (whether provided on physical media, electronically or otherwise) and all system documentation (in any form), in the same manner and it safeguards its own confidential property against disclosure, provided that such safeguards are at least equal to industry standards and shall take such steps as are reasonably necessary to ensure that the provisions of this license relating to confidentiality and nondisclosure are not violated by any employee, agent or other representative of Customer. Customer shall not rent, lease, decompile, disassemble or reverse engineer any portion of the software application. Customer may not copy the software application without the prior written permission of Peavey, except to make an archival or backup copy of the software application. Customer shall not alter or remove any Peavey or other copyright notice from the software application, the documentation or any permitted copies thereof and shall ensure that all copies contain any such Peavey or other copyright notice. Customer shall indemnify and save Peavey harmless from any and all damages arising out of or in connection with a breach of this licensure agreement, including, but not limited to, the legal fees and disbursements of Peavey incurred in connection with any breach or threatened breach of this licensure agreement. Customer agrees that if it learns of any breach of the non-disclosure provisions contained herein, it shall, within ten (10) business days of learning of any such breach, notify Peavey in writing of the breach, specifying fully the nature and manner of the breach. Customer further agrees to cooperate fully with Peavey in any investigation and legal actions relating to such breach, including legal actions for injunctive or other equitable relief, that Peavey may take in connection with such breach.


Peavey represents and warrants that it is the lawful owner or licensee of the software application and has full legal power and authority to license the software application to customer as provided in this agreement. Peavey warrants that the software application will operate in substantial conformity with the functional documentation supplied by Peavey within the software application or separately therefrom, when used in strict compliance therewith. This warranty is contingent upon Customer’s installation of all corrections, if any, provided by Peavey to Customer and the absence of damage or abuse to the software application. Notwithstanding the foregoing, Customer acknowledges that it is solely responsible for having the appropriate operating system environment(s), and since the software application is complex and, therefore, may have defects, Customer’s sole and exclusive remedy for any such defects shall be as follows: If the software application fails to perform as warranted, Peavey shall, within a reasonable period of time, provide all reasonable programming services to correct

programming errors in the software application or at its sole option, replace the software application.


EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING PARAGRAPH, PEAVEY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF QUALITY OR PERFORMANCE, OR ANY WARRANTIES OF COMPATIBILITY WITH HARDWARE OR OPERATING SYSTEM ENVIRONMENTS OR WITH NON-PEAVEY SOFTWARE.


IN NO EVENT SHALL PEAVEY’S AGGREGATE, CUMULATIVE MONETARY LIABILITY FOR ANY DAMAGES UNDER OR RELATED TO THIS AGREEMENT FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, EXCEED THE LICENSE FEES ACTUALLY PAID BY CUSTOMER TO PEAVEY FOR THE APPLICABLE SOFTWARE APPLICATION. WITHOUT AFFECTING THE APPLICABILITY OF THE PRECEDING SENTENCE, IN NO EVENT WILL PEAVEY OR ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES, BE LIABLE FOR LOSS OF PROFITS, BUSINESS, USE OR DATA, NOR FOR INTERRUPTION OF BUSINESS, NOR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF PEAVEY WAS ADVISED OF THE POSSIBILITY THEREOF, REGARDLESS OF THE FORM OF ACTION.


This agreement shall be governed and construed in accordance with the laws of the State of Mississippi, applicable to agreements made and to be performed entirely within such State. The parties agree that neither shall commence any litigation against the other except in a court located in Lauderdale County, Mississippi. Each party consents to jurisdiction over it by and venue in such a court.


Customer may transfer the possession of the licensed software application, together with any corrections, enhancements, updates and related system and user documentation provided by Peavey to another party, provided Customer retains no copies and the other party agrees to the terms and conditions of this license. Customer must also transfer a copy of this license to the other party and the other party shall be deemed to have agreed to the terms and conditions of this agreement by its first use of the software application. Upon such transfer, Customer’s license is terminated and Customer shall cease to use the software application.


Third party suppliers of the software (Peavey’s licensors), as third party beneficiaries of this agreement, have the right to enforce Peavey’s rights under this license agreement.