ReaSpeechEULAContent = [=[teamaud.io LLC End User License Agreement Important – Use of this Software is subject to license restrictions. Carefully read this license agreement before using the software. This End User License Agreement (this “Agreement”) is a legal agreement between you, either individually or as an authorized representative of the company or organization acquiring the license, and teamaud.io LLC (“Team Audio”). THE DOWNLOAD AND USE OF THE SOFTWARE INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. If you do not agree to these terms and conditions, do not download or otherwise use the Software. 1. License Grant a. The software programs you are installing, downloading, or have acquired with this Agreement, including any audio plug-in, updates, upgrades, modifications, revisions, copies, online materials and design data (the “Software”) are copyrighted, proprietary information of Team Audio and its affiliates, who maintain exclusive title to all Software and retain all rights not expressly granted by this Agreement. Team Audio grants to you, subject to your continued compliance with the terms and conditions set forth in this Agreement, a non-exclusive, non-transferable, revocable license to use a single copy of the Software owned or distributed by Team Audio on up to three (3) computers owned or controlled by you in machine readable, object-code form for your personal home entertainment and commercial use on a compatible electronic device, or for such use otherwise authorized by Team Audio. 2. Restrictions and Intellectual Property Ownership a. You may not, without Team Audio’s prior written consent, (i) decompile, disassemble or reverse engineer the Software or otherwise attempt to gain access to its source code, except to the extent that such restrictions are expressly prohibited by law; (ii) copy, offer for public display, translate, adapt, modify or otherwise alter the Software, or create derivative works thereof, including derivative works with respect to artwork contained in the Software, except to the extent that such restrictions are expressly prohibited by law; (iii) rent, lease, loan, sublicense or distribute the Software, or offer it on a pay-per-play, coin-op or other for charge (or free) basis; (iv) use the Software to infringe the copyrights or other intellectual property rights of others in any way; (v) remove, circumvent, disable, damage or otherwise interfere with security-related or limiting features of the Software, and/or (vi) modify or delete the copyright and other proprietary rights notices on or in the Software. b. The Software, which is copyrighted, including any modifications, upgrades, or updates thereto, is the sole and exclusive property of Team Audio and is a valuable asset and trade secret of Team Audio. Team Audio retains all ownership and intellectual property rights to the Software and to any modifications, upgrades, or updates thereto. Except for the rights granted herein, you shall have no right, title, or interest of any kind in or to the Software. 3. Additional Restrictions for Demo Version If the Software was provided to you for demo use for a limited period of time and/or number of uses, you agree not to use the Software beyond the expiration or termination of the demo period. You acknowledge and agree that the Software may include code designed to prevent you from exceeding these limits, and that such code may remain on your computer or device after deletion of the Software to prevent you from installing another copy of the Software and repeating the demo. 4. Term and Termination. a. This Agreement remains effective until expiration or termination. This Agreement will immediately terminate upon notice if you exceed the scope of the license granted or otherwise fail to comply with the provisions in sections 1, 2, and 3 above. For any other material breach of the Agreement, Team Audio may terminate this Agreement if you are in breach and fail to cure the breach within thirty (30) days of written notification. If Software is provided for a limited term use, this Agreement will automatically expire at the end of the authorized term. b. Upon termination of this Agreement for any reason, you agree to delete from any permanent machine storage (i.e., hard disk) previously loaded copies of the Software in all forms. Upon request of Team Audio, you shall certify in writing that all copies of the Software and associated documentation have been destroyed or returned to Team Audio. The indemnity and limitation of liability obligations hereunder, as well as your obligations with respect to confidential treatment of the Software and Team Audio’s trade secrets, other intellectual property, and proprietary information, shall survive the termination of this Agreement. 5. Disclaimer of Warranties. TEAM AUDIO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TEAM AUDIO MAKES NO WARRANTY THAT ANY SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS THEREIN CAN OR WILL BE CORRECTED. TEAM AUDIO FURTHER DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, YOU ACKNOWLEDGE THAT TEAM AUDIO IS NOT RESPONSIBLE FOR THE INTERNET OR WHETHER IT SHOULD CONTINUE TO EXIST IN ITS PRESENT FORM OR WHETHER OR NOT A GOVERNMENT OR GOVERNMENTAL AGENCY, EITHER FOREIGN OR DOMESTIC, WILL CONTROL, REGULATE OR DISBAND THE INTERNET. USE OF THE INTERNET IS AT YOUR SOLE RISK. 6. Indemnity; Responsibility a. In the event that some or all of the Software is held or is believed by Team Audio to infringe upon patent or copyrights of third parties, Team Audio shall have the option, at its expense: (i) to modify the Software to be non-infringing; or (ii) to obtain for you a license to continue using the Software. If it is not commercially feasible to perform either of the above options, then Team Audio may require from you return of the infringing Software and all rights thereto. Upon return of the infringing Software to Team Audio, you may terminate the Agreement with ten (10) days’ written notice. This subsection sets forth Team Audio’s entire liability and exclusive remedy for infringement. b. You will defend and indemnify Team Audio and its affiliates against any claim incurred by, borne by or asserted against Team Audio or its affiliates that relates to or results from (i) your use of the Software, (ii) any intentional or willful conduct or negligence by you or (iii) any breach of an applicable representation, covenant or warranty contained herein. c. In no event shall Team Audio be held responsible for any damage in the event your passwords are disclosed, including but limited to any damage that occurs to your account, your characters or your scores. Further, Team Audio shall not be liable for any financial or emotional damage or distress you may suffer and/or for subsequent loss or damage to your Account, characters, scores as a result of the disclosure of your passwords to a third party. You shall not disclose your passwords to any third party or allow anyone to use your password to access your account, or to use the Software. It is also prohibited to obtain, attempt to obtain, use, or attempt to use the password of anyone else. d. You are solely responsible for any and all telecommunications or other connectivity charges incurred through your use of the application. 7. Confidentiality You agree that you will not, directly or indirectly, copy the structure, sequence, or organization of the Software, nor will you copy any portion of the Software or related documentation to produce software programs that are substantially similar to the Software. 8. LIMITATION OF LIABILITY EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE LAW, IN NO EVENT WILL TEAM AUDIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF TEAM AUDIO OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TEAM AUDIO’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SOFTWARE OR SERVICE GIVING RISE TO THE CLAIM. IN THE CASE WHERE NO AMOUNT WAS PAID, TEAM AUDIO SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. 9. Assignment; Jurisdiction. This Agreement will be binding upon, and will inure to the benefit of, the permitted successors and assigns of each party hereto. You may not assign, delegate, transfer, or otherwise convey this Agreement, or any of its rights hereunder, to any entity without the prior written consent of Team Audio, which consent Team Audio may give or withhold in its sole discretion, and any attempted assignment or delegation without such consent shall be void. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Texas, United States of America. Any legal action or proceeding relating to this Agreement shall be instituted in any state or federal court in Travis County, Texas, United States of America. Team Audio and you agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding. 10. Severability; Waiver In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of either party’s intellectual property rights, no action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has accrued. The headings appearing in this Agreement are inserted for convenience only, and will not be used to define, limit or enlarge the scope of this Agreement or any of the obligations herein. 11. Interpretation; Compliance. This Agreement constitutes the complete agreement between the Parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by you and Team Audio; no other act, document, usage, or custom shall be deemed to amend or modify this Agreement. It is expressly agreed that the terms and conditions of this Agreement supersede the terms of any purchase order. Each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Services are provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (a) exported, directly or indirectly, in violation of Export Laws or (b) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Each party agrees to comply with all federal, state and local laws and regulations applicable to this Agreement. Each party represents and warrants that it is qualified to do business in the geographies in which it will perform its obligations under this Agreement, and will obtain all necessary licenses and permits, and satisfy any other legal, regulatory and administrative requirements, necessary to its performance hereunder. 13. Notices; How to Contact Team Audio The Software is made available to you by Team Audio, LLC located at 611 Cloud Ct., Round Rock, TX 78681 (or at an updated address posted online at HYPERLINK "https://teamaud.io/" https://teamaud.io/ ). If you have any questions about the Software, you may contact Team Audio at support@techaud.io . YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND YOU UNDERSTAND THAT, BY CONTINUING THE DOWNLOAD OR INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER OR MOBILE DEVICE HARD DRIVE, COMPUTER RAM, OR OTHER STORAGE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. Last updated: June 2022 ]=]