DEFINITIVE TECHNOLOGY MOBILE AND PC SOFTWARE END-USER LICENSE AGREEMENT

This Definitive Technology End-User License Agreement (“Agreement”) is a legally binding agreement between you and Definitive Technology, the licensor of the Definitive Technology Play-Fi™ Android Application, the Definitive Technology Play-Fi™ iOS Application and the Definitive Technology Play-Fi™ Windows PC Software (collectively and individually, the “Software”) from DTS, Inc., (“DTS”) the owner of the Software. This Agreement describes the rights and restrictions that you have to use and enjoy the Software. You are not permitted to download, possess, use, copy or distribute the Software unless you agree to be bound by this Agreement, and you observe the following terms and conditions in relation to the Software. All rights in and to the Software are reserved by DTS unless expressly permitted by this Agreement. This Agreement will apply to all updates and upgrades to the Software, except when such updates and upgrades accompany a new end-user license agreement.
Ownership of Software. The Software is DTS’ proprietary software and software obtained from DTS’ third-party licensors. The Software is the sole property of DTS and its licensors. DTS and its licensors retain all rights, title and interest in and to the Software, including without limitation, any and all modifications, updates, derivative works and all associated intellectual property rights therein. Except as expressly granted to you hereunder, DTS does not grant you any right, title or interest in or to the Software. DTS reserves the sole and exclusive right at its discretion to assert claims against third parties for infringement or misappropriation of its intellectual property rights in the Software.
Restrictions. Except as provided by applicable law and the licensing terms of any open source software, and only in accordance with permissions thereof, you will not, or assist or direct any third person to: (i) take any action to jeopardize, limit or interfere in any manner with DTS’ or its licensors’ ownership of the Software; (ii) delete, remove or otherwise alter any copyright, trademark, confidentiality or other proprietary notice appearing in the Software; (iii) extract, separate, remove or otherwise copy the Software; (iv) disassemble, decompile, reverse engineer or otherwise convert any part of the Software to source code or a human-perceivable form; (v) adapt, modify or create a derivative work of the Software; (vi) distribute, encumber, lease, rent, sell, transmit, transfer, or otherwise dispose of the Software, in whole or in part; or (vii) use the Software with any other product or for any other purpose, including without limitation for commercial or professional purposes.
Limitation of Transfer. The Software and this license to use the Software is transferable, provided that: (i) all Software updates are included in the transfer; (ii) You do not retain a copy of the Software; (iii) You transfer the Software upon and as an intact part of a permanent and permissible transfer of the device upon which it is installed; and (iv) the transferee agrees to be bound by the terms and conditions of this Agreement in connection with the use of the Software. The terms and conditions of this Agreement will bind and inure to the benefit of such permitted transferees.
Limited License. Subject to the restrictions defined in this Agreement, you are permitted to download, retain and use the Software in accordance with its instructions for your personal entertainment and enjoyment purposes only.
Personal Information. You authorize Definitive Technology and DTS to collect and use technical data, including but not limited to technical information about the device upon which you have downloaded the Software and your Play-Fi™ technology-enabled peripheral devices connected to your device to (i) improve the performance of the Software and Play-Fi™ technology-enabled peripheral devices; and (ii) facilitate the provision of software updates, product support and other services to the Software and Play-Fi™ technology-enabled peripheral devices. Definitive Technology and DTS will use this technical data in a form that does not personally identify you. Additionally, you authorize the Software to receive, use and store your personal login credentials of third party content service providers, for example, your Pandora account information, and to transmit your personal login credentials to such third party content providers. Definitive Technology and DTS do not control the access of your personal information that you provide to your third party service accounts and you will defend and hold Definitive Technology and DTS harmless in relation to any third party disclosure of your personal information that you have provided to your third party service accounts through your use of the Software. Definitive Technology and DTS may cooperate with and disclose your personal information to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement due to your use of the Software.
Third-Party Content. With the Software, you may have access to and receive third party content that is obscene, offensive, indecent or otherwise objectionable, and the availability of such third party content through the Software does not constitute or imply Definitive Technology or DTS’ endorsement of such third party content. Not all third-party content services are available in all locations and Definitive Technology and DTS make no representation as to whether any content or service is available at your location. You use any and all third party content services and access third-party content at your own risk, and Definitive Technology and DTS will have no liability arising from or relating to your access to, receipt of transmission, perception of or use of any third-party service or third-party content, including without limitation claims relating to the availability of, indecency or quality of such services or content or the infringement of intellectual property rights by or through the use of such services or content. If you access and receive third-party content with the Software, you will abide by the terms of service with all third party service providers, including the restrictions of use and any minimum age-limit requirements. Definitive Technology and DTS reserve the right to alter, change, discontinue or modify access to any third party content or third party content provider at any time, for any reason. Definitive Technology and DTS disclaim all warranties and representations that Definitive Technology and DTS offer or will include, continue access to, offer or support any third party content or third party content provider. Definitive Technology and DTS have no responsibility or liability for the deletion of, or the failure to store or to transmit, any third party content.
Network Conditions and Interference. The Software connects to Play-Fi™ Technology-enabled devices by and through the use of wireless network access points. Proper access by the device upon which the Software is downloaded is required as is the appropriate bandwidth and strength of connectivity signal. Not all home wireless network connections may be compatible with the Software. External conditions out of the control of Definitive Technology or DTS may affect the overall performance of the Software, including without limitation, network configuration, network performance, distances between the device containing the Software and the network connection and/or content sources, other third party devices utilization of the network, or general environmental radio interference with the Software.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEFINITIVE TECHNOLOGY AND DTS PROVIDE THE SOFTWARE “AS IS” AND WITHOUT WARRANTY. DEFINITIVE TECHNOLOGY AND DTS DISCLAIM ALL COMMON LAW AND STATUTORY WARRANTIES AS TO THE CONDITION, QUALITY, FITNESS, MAINTENANCE AND USE OF THE SOFTWARE, INCLUDING AND WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. NO DEFINITIVE TECHNOLOGY DEALER, AGENT OR EMPLOYEE IS AUTHORIZED TO CREATE, MODIFY, EXTEND OR OTHERWISE MAKE ANY WARRANTY ON BEHALF OF DEFINITIVE TECHNOLOGY OR DTS.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DEFINITIVE TECHNOLOGY OR DTS, INCLUDING THEIR SUBSIDIARIES, AFFILIATES, EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, REMOTE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING AND WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT SOFTWARE, LOSS OF INFORMATION, DATA OR CONTENT, LOSS OF REVENUE OR PROFITS OR ATTORNEY’S FEES, ARISING FROM OR CAUSED BY, DIRECTLY OR INDIRECTLY, THE SALE OR USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE AT LAW OR IN EQUITY, EVEN IF DEFINITIVE TECHNOLOGY AND/OR DTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL BE EFFECTIVE EVEN IF ANY REMEDY IN THIS AGREEMENT OR OTHERWISE PROVIDED BY DEFINITIVE TECHNOLOGY OR DTS FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DEFINITIVE TECHNOLOGY AND/OR DTS’ TOTAL AND AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT OR ARISING FROM THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AT LAW OR IN EQUITY, EXCEED THE PURCHASE PRICE OF THE SOFTWARE.
Termination. This Agreement is effective until terminated by Definitive Technology. Your rights to use the Software will automatically terminate, with or without notice, upon any violation or breach of this Agreement by you, in which case you will immediately stop all use of the Software.
Irreparable Harm. Your breach or threatened breach of any provision of this Agreement will cause irreparable harm to Definitive Technology and DTS for which a remedy at law would be inadequate. Definitive Technology and/or DTS is entitled to seek all available remedies at law and in equity, including injunctive relief, to enforce any provision of this Agreement and to restrain You from adapting, disclosing, distributing, modifying, publishing, transferring, using or otherwise disposing of the Software, in whole or in part, directly or indirectly, in breach of this Agreement.
U.S. Government Restricted Rights. Use, duplication and disclosure by the U.S. Government is subject to restrictions set forth in this Agreement.
Export Restrictions. You will obey the laws and regulations of the United States governing exports and re-exports of the Software.
Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the state of California, excluding all applicable laws pertaining to conflicts of law and the United Nations Convention on Contracts for the International Sale of Goods.
Entire Agreement. This Agreement is the complete and final agreement between you and Definitive Technology with respect to the subject matter of this Agreement. To the extent that any terms of any Definitive Technology policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.
Severability. If any court or other tribunal of competent jurisdiction finds or holds any provision of this Agreement to be void, invalid, illegal or otherwise unenforceable the remaining provisions of this Agreement will remain in full force and effect.
Notice and Contact Information. For questions or concerns, please email us or contact us at: DefinitiveTechnology.com/contact or +1.855.438.9736.
Copyright Notices, Attributions and Licenses. From time to time, some of DTS’ licensors require the reproduction of certain copyright notices and authorship attribution in DTS’ documentation. If such notices are required, they will be posted on the company website.