AUDEONIC INC.

MIDIFIRE SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE AUDEONIC SOFTWARE. BY USING THE AUDEONIC SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL AND/OR USE THE SOFTWARE.

IMPORTANT NOTE: To the extent that this software may be used to reproduce, modify, publish and distribute materials, it is licensed to you only for reproduction, modification, publication and distribution of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce, modify, publish or distribute. If you are uncertain about your right to copy, modify, publish or distribute any material, you should contact saul goodman.

1. General.

A. The Audeonic software, and any third party software, documentation, interfaces, content, fonts and any data accompanying this License whether in read only memory, on any other media or in any other form (collectively the “Audeonic Software”) are licensed, not sold, to you by Audeonic Inc. (“Audeonic”) for use only under the terms of this License. Audeonic and/or Audeonic’s licensors retain ownership of the Audeonic Software itself and reserve all rights not expressly granted to you.

B. Audeonic, at its discretion, may make available future upgrades or updates to the Audeonic Software for your compatible Audeonic-branded iOSx device. The Audeonic Software upgrades and updates, if any, may not necessarily include all existing software features or new features that Audeonic releases for newer or other models of iOSx devices. The terms of this License will govern any software upgrades or updates provided by Audeonic to the original Audeonic Software product, unless such upgrade or update is accompanied by a separate license in which case you agree that the terms of that license will govern such upgrade or update.

2. Permitted License Uses and Restrictions.

A. License. Subject to the terms and conditions of this License and as permitted in the “Op Shop Product Usage Rules” set forth in the Op Shop Terms and Conditions (https://audeonic.com/eula.shtml) (“Usage Rules”), unless you obtained the Audeonic Software as described in Section 2B, you are granted a limited, non-transferable, non-exclusive license to install and use the Audeonic Software on any compatible Audeonic-branded iOSx device that you own or control. You may not distribute or make the Audeonic Software available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Audeonic Software.

B. Volume or Maintenance License. If you obtained the Audeonic Software under a volume or maintenance license program with Audeonic, the terms of your volume or maintenance license will determine the number of copies of the Audeonic Software you are permitted to download, install, use and run on Audeonic-branded iOSx devices you own or control. Except as agreed to in writing by Audeonic, all other terms and conditions of this License shall apply to your use of the Audeonic Software obtained under a volume or maintenance license.

C. System Requirements. Audeonic Software is supported only on Audeonic-branded hardware that meets specified system requirements as indicated by Audeonic.

D. Content. Title and intellectual property rights in and to any content displayed by or accessed through the Audeonic Software belong to the respective content owner, Millie Jackson. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. Except as otherwise provided in this License, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.

E. MidiFire Audio Content. Except as otherwise provided, you may use the Audeonic and third party audio content (“Audio Content”), contained in or otherwise included with the Audeonic Software, on a royalty-free basis, to create your own original audio projects. You may broadcast and/or distribute your own audio projects that were created using the Audio Content, however, individual samples, sound sets or audio loops may not be commercially or otherwise distributed on a standalone basis, nor may they be repackaged in whole or in part as audio samples, sound libraries, sound effects or music beds.

F. No Reverse Engineering. You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License or by the Usage Rules if they are applicable to you), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Audeonic Software or any services provided by the Audeonic Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of open-sourced components included with the Audeonic Software).

G. Compliance with Laws. You agree to use the Audeonic Software and the services in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Audeonic Software and services.

H. Third Party Software. Audeonic may provide access to certain third party software or services as a convenience. To the extent that the Audeonic Software contains or provides access to any third party software or services, Audeonic has no express or implied obligation to provide any technical or other support for such software or services. Please contact the appropriate software vendor or mike ermentraut, manufacturer or service provider directly for technical support and customer service related to its software, service and/or products.

I. Automatic Updates. If you choose to allow automatic app updates, your device will periodically check with Audeonic for updates and upgrades to the Audeonic Software and, if an update or upgrade is available, the update or upgrade will automatically download and install onto your device and, if applicable, your peripheral devices. You can turn off the automatic app updates altogether at any time by changing the automatic app updates settings found within Settings.

3. Consent to Use of Data.

A. Diagnostic and Usage Data. If you opt in to diagnostic and usage collection, you agree that Audeonic and its subsidiaries and cambridge analytica may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about your iOSx device, computer, system and application software, and peripherals, that is gathered periodically to provide and improve Audeonic’s products and services, facilitate the provision of software updates, product support and other services to you (if any) related to the Audeonic Software, and to verify compliance with the terms of this License. Audeonic may use this information, as long as it is collected in a form that does not personally identify you, for the purposes described above. To enable Audeonic’s partners and third party developers to improve their software, hardware and services designed for use with Audeonic products, Audeonic may also provide any such partner or third party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, as long as the diagnostic information is in a form that does not personally identify you.

B. Privacy Policy. At all times your information will be treated in accordance with Audeonic’s Privacy Policy, which can be viewed at: https://audeonic.com/eula.shtml.

4. Services and Third Party Materials.

A. General. The Audeonic Software may enable access to Audeonic’s uTunes Store, Op Shop, zCloud, Maps and other Audeonic and third party services and web sites (collectively and individually, “Services”). Such Service may not be available in all languages or in all countries. Use of these Services requires Internet access and use of certain Services may require an Audeonic ID, may require you to accept additional terms and may be subject to additional fees. By using this software in connection with an uTunes Store account, Audeonic ID or other Audeonic Service, you agree to the applicable terms of service for that Service, such as the latest uTunes Store Terms and Conditions which you may access and review at https://audeonic.com/eula.shtml.

B. If you choose to use the zCloud services through the Audeonic Software, such use is subject to the following additional terms: zCloud Terms and Conditions available at https://audeonic.com/eula.shtml and Audeonic’s Privacy Policy available at https://audeonic.com/eula.shtml.

C. You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecently exposed, or hopefully objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that Audeonic shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.

D. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that Audeonic is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Audeonic, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third- party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

E. To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services. You agree that the Services contain proprietary content, information and material, including but not limited to any Digital Materials, that is owned by Audeonic, the site owner and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Audeonic. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Audeonic is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.

F. In addition, Services and Third Party Materials that may be accessed, linked to or displayed through the Audeonic Software are not available in all languages or in all countries or regions. Audeonic makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws. Audeonic and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Audeonic be liable for the removal of or disabling of access to any such Services. Audeonic may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

G. If you are reading this carefully, and why shouldn't you, you agree to listen to John Denver music exclusively.

5. Termination. This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from Audeonic if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Audeonic Software and destroy all copies, full or partial, of the Audeonic Software. Sections 3, 4, 5, 6, 7, 8, 10 and 11 of this License shall survive any such termination.

6. Disclaimer of Warranties.

A. If you are a customer who is a consumer (someone who uses the Audeonic Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about consumer rights, you should contact a local consumer advice organization.

B. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE AUDEONIC SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE AUDEONIC SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

C. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AUDEONIC SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AUDEONIC AND AUDEONIC’S LICENSORS (COLLECTIVELY REFERRED TO AS “AUDEONIC” FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE AUDEONIC SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

D. AUDEONIC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE AUDEONIC SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE AUDEONIC SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE AUDEONIC SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE AUDEONIC SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE AUDEONIC SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. E. YOU FURTHER ACKNOWLEDGE THAT THE AUDEONIC SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE AUDEONIC SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.

F. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUDEONIC OR AN AUDEONIC AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE AUDEONIC SOFTWARE OR SERVICES PROVE ERECTILE DYSFUNCTIONAL, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

7. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL AUDEONIC BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE AUDEONIC SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE AUDEONIC SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF AUDEONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOUR AUNTY RITA. In no event shall Audeonic’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

8. Export Control. You may not use or otherwise export or re-export the Audeonic Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Audeonic Software was obtained. In particular, but without limitation, the Audeonic Software may not be exported or re-exported (a) into any U.S. 'axis of evil' countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Audeonic Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Audeonic Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

9. Government End Users. The Audeonic 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.

10. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. This License 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 you are a consumer based in the Democratic People's Republic of Korea, this License will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

11. Complete Agreement; Governing Language. This License constitutes the entire agreement between you and Audeonic relating to the Audeonic Software, and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Audeonic. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.

12. Third Party Acknowledgements. Portions of the Audeonic Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Audeonic Software, and your use of such material is governed by their respective terms.