1. Introduction

This document is an End-User License Agreement (“EULA”) between you (“You” or “you”) and Route2Cloud, LLC. (“Route2Cloud”) and it governs your use of all versions of Route2Cloud (AudioLab Standard, AudioLab Business, AudioLab Enterprise and AudioLab White Label) (collectively “Product”). If you are agreeing to this Agreement not as an individual but on behalf of your employer/company, then You means your employer and or company, and you are binding your employer and or company to this EULA.

2. Accepting the Agreement

By downloading, installing, or using the Product on any computer system, you agree to be bound by this EULA. Route2Cloud reserves the right to modify terms of this EULA at its discretion. If Route2Cloud makes any material changes to the EULA terms, it may notify you by email or posting a notice on its website www.Route2Cloud.com (“Website”).

You must be legally capable of entering into a binding contract under the laws of the country and/or state/province to which you are subject to. If you are a non-individual such as a company, the person entering into this EULA must be duly authorized (by such non-individual entity) to enter into it. If You are not legally capable of entering into a contract under the laws of the country and/or state/province to which you are subject to, you cannot use the Product and you must cease its use immediately.

The Product is available in four distinct variant products – AudioLab Standard, AudioLab Business, AudioLab Enterprise, and AudioLab White Label This EULA is applicable to your use of any and all variants of the Product subject to the condition that there are variant-specific terms that are incorporated into this EULA in subsequent sections. In the event of a conflict between the terms of this EULA and a variant-specific section, the terms of the variant-specific section will prevail to the specific extent set out in such variant specific section

No bots are allowed to enter into this EULA. You must be a human being to enter into this EULA even if you intend to use to the Product on an automated platform or other forms of non-human Use. Any use of the Product by ‘bots’ or other automated tools or methods is not permitted under this EULA unless the EULA has been initially entered into by a human being.

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3. License Grant

Subject to the terms and conditions of this EULA and your paying the applicable fees, Route2Cloud grants You a revocable, non-exclusive, non-transferable, non-sublicensable, license to use the Product in executable code form in accordance with the terms of this EULA. Except for the limited license set out in this EULA, Route2Cloud grants you no other license or right in the Product. Your license will end when this EULA is terminated even if there are terms to the contrary set out elsewhere in this Agreement or in other documentation entered into between Route2Cloud and you. Use, Using, or Used means to directly or indirectly activate the processing capabilities of the Product, load, execute, access, utilize, store, employ the Product, or display information resulting from such capabilities including uploading or downloading any Content or generating any Content by utilizing its capabilities. Admin, Administrator, or User means anyone using the Product.

Content means any data, code, content, images, or other materials of any type that you upload, download, process, submit or otherwise transmit through the Product.

The Product may be provided with certain Open Source Software (“OSS“). Your Right to use such OSS shall be governed by the applicable OSS license agreement instead of the terms of this agreement.

4. Proprietary Rights and Non-exclusivity

You acknowledge and agree that Route2Cloud owns all legal rights, titles and interests in the Product including but not limited to any ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, user interface, algorithms, logic, formulae, scripts, workflows, processes, software, methodologies, databases know-how, trade secrets and other technology and information including any and all intellectual property rights that exist therein, whether registered or not and wherever in the world they may exist.

This EULA is a non-exclusive arrangement. There is no prohibition or restriction on Route2Cloud to provide the same or similar rights as set out in this EULA to any other person.

5. Software Terms

5.1 Number of Instances

Some versions of the product may not require a Route2Cloud Account (section 5.2), You will be permitted to use those versions of the Product on a single computer system.

You are not allowed to use or install any versions of the Product on a shared network, platform, or resources where more than one computer system is capable of accessing it simultaneously.

5.2 Route2Cloud Account

Route2Cloud products allow you to create an Individual Account (referred to as an Account in this EULA). The information you provide to us when you create an Account must be accurate, complete, and current. You also have the obligation to keep your Account information accurate, complete, and current at all times. If any of the information you submitted to us at the time of account creation changes, you must promptly update those changes.

At any given point in time, a specific Account may only be logged in on a maximum of four (4) computer systems.

You must keep your account access credentials safe and secure. You are responsible for all actions taken through your accounts. You are required to promptly inform Route2Cloud and modify your account login credentials or those of a permitted user if such login credentials are compromised and/or misused/likely to be misused by a third party to improperly access the Product through your account.

5.3. Route2Cloud Administrators

Some versions of the Route2Cloud product may support working collaboratively or designating an Administrator or User under you as an Administrator or Sub-User.

The individual who will be responsible for the establishment and management is called the Administrator. Once your Administrator has created your account, he/she can invite other individuals to use the Product through the “invite” feature in the Product. The Administrator will be required to provide the name, email address, employer name (if applicable), and any other information required by Route2Cloud for each new user.

Each individual user will be required to follow the instructions set out in the Administrator’s invitation to complete their registration as a sub-user and be able to use the Product.

Administrators shall at all times have the right to add or remove their sub-users from the UI as set out in the Administrative UI.

An Administrator shall be entitled to designate more than one sub-user as an Administrator/User. Upon such designation, each new Administrator/User will be able to do everything that any other Administrator is permitted to do by the Product and this EULA.

Route2Cloud charges you a fee for each individual to whom you want to provide the ability to Use the Product on your behalf. You must not exceed the number of licensed users allowing any form of time-sharing use or by permitting more than one individual to use the same set of Member login credentials or any other arrangement which bypasses or defeats Route2Clouds’ system controls designed to enforce member size limits.

5.4 The Route2Cloud API

Your Account data may be accessible via an API (Application Programming Interface). Any use of the API, including use of the API through a third-party product that accesses the Account, the Product or the Website is bound by the terms set out in this EULA and the following specific terms:

• a) Abuse or excessively frequent requests to the Account, the Product, or the Website via the API may result in the temporary or permanent suspension of your access to the API. Route2Cloud, in its sole discretion, will determine abuse or excessive usage of the API. Route2Cloud will make a reasonable attempt via email to communicate the Administrator prior to suspension.
• b) Route2Cloud reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
• c) Notwithstanding the generality of the terms set out in clause (a) and (b) above, you agree that each Admin/User shall, while accessing their Account, the Product or the Website via an API, comply with the specific terms.
• d) You expressly understand and agree that Route2Cloud shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Route2Cloud has been advised of the possibility of such damages), resulting from access data via the API.

6. Ownership and Sharing of Content

You own all of the rights and titles in the Content that you upload into, or generate by Using, the Product. Therefore, you are solely responsible for any Content uploaded into or generated by Using the Product through your Account. Your Content must not violate any applicable law or any rights (including intellectual property rights) of any person.

Route2Cloud provides you the ability to store all or part of Your Content on the Server*. This storage functionality is provided to you on an “as-is-where-is basis” and Route2Cloud does not take any responsibility for the security of such Content. If you use the storage functionality to store Your Content, you will be deemed to have accepted all the conditions in this EULA relating to such functionality.

*Server means the storage server and such other hardware and software resources of Route2Cloud that are used to store amongst other things, the Content. Content is shared and made available for editing, modifying or downloading entirely at the risk of your Administrators or sub-users and you. The sharing and enabling of editing/modification rights to Content is entirely within the control of your Administrators and Route2Cloud will not have any liability whatsoever to anyone associated with your users (including your employer) if Content suffers loss or damage or retardation of functionality or is misappropriated pursuant to such sharing.

Your Use of the Product does not require any personally identifiable information to be uploaded into or included in the Product except to the extent set forth in this paragraph. You hereby permit Route2Cloud to collect, use, store and process email address(es), IP addresses from which you access the Product and other login or authentication credentials from both your Admin or Users and you in order to ensure that your Users and you have proper access to the Product and to resolve any issues you may encounter while using the Product. This information may be considered personal information/personally identifiable information under the laws of the jurisdiction from which you access and use the Product. Route2Cloud shall collect, use, store and/or process this information only for the purposes listed out above or to contact you with information about Route2Cloud and its offerings. Upon termination of this EULA, any information provided by you for the creation of your Account will be deleted by us from our records within a reasonable period of time following such termination.

Route2Cloud maintains a record of usage of the Product by the Admin or Users to collect, store, analyze, and use any data relating to their use of the Product. To this end, Route2Cloud shall record the number, type, frequency, or other patterns regarding type and manner of use of the Product by its Users. You acknowledge and agree to this right of Route2Cloud. You agree that Route2Cloud retains all legal rights, title, and interest in any such record, report or analysis generated by Route2Cloud under this Section 6. You further agree that Route2Cloud may use the aggregated data relating to the use of the Product by all its Users for improving the efficiency or adoption and usage of the Product. Route2Cloud will not access your Content as part of its monitoring of the use and functioning of the Product.

7. Fees and Taxes

Your use of the Product is subject to your paying Route2Cloud the fees applicable to the Product variant you are downloading, installing, and Using. You also acknowledge and agree that different variants of the Product provide you with access to different sets of features in the Product as well as differential levels of permitted usage within the same feature. You can view the fees and the features made available for each variant at https://route2cloud.com/audiolab/

All fees are denominated in United States Dollars and shall be payable per the payment terms applicable and mentioned at the time of purchase. The number of fees payable by you shall vary depending upon the number of Administrators and Users and the period for which you intend to Use the Product. In making payment, you acknowledge and agree that you are not relying on being able to use the Product beyond the Term of this EULA or on any future product enhancements or upgrades. If you add users during the Term of this EULA, we will charge you for the increased number of users at the then applicable rate for your variant of the Product. If you purchased your license through a reseller, you owe payment to the Reseller as agreed between you and the reseller, but you acknowledge that we may terminate your right to Use the Product if we do not receive our corresponding payment from the reseller.

Our fees are exclusive of all taxes that are payable in respect of the Product or its Use in the jurisdiction in which the payment is either made or received. To the extent that any taxes, duties or similar levy is payable by Route2Cloud, you must pay Route2Cloud the amount of such taxes, duties or similar levies in addition to any fees owed by you under this EULA. If you have obtained an exemption from the payment of such taxes or levies and you provide such information to Route2Cloud, Route2Cloud will take reasonable efforts to provide you with such invoicing documents as may enable you to obtain a refund or credit for the amount of taxes so paid from any relevant revenue authority, if such a refund or credit is available.

Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your Route2Cloud account. If you cancel, your subscription will terminate at the end of the then-current billing cycle, or immediately if you so choose, however you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

8. Restrictions

Route2Cloud has only licensed the Product to You and Route2Cloud does not sell the Product. As between Route2Cloud and you, Route2Cloud owns all right, title and interest in and to the Product, and any intellectual property rights associated with it and with Route2Cloud. Route2Cloud reserves all rights in and to the Product that it does not expressly grant You in this Agreement. You agree not to:

• Use the Product for any illegal purpose or in a manner that it violates any law or rights of any other person;
• Permit Use of the same product in a manner not authorized by this EULA;
• Disassemble, decompile, unlock, reverse engineer, or decode the Product in any manner or create any derivative works based of the Product;
• Re-sell, grant any rights under this EULA to any third party or lease, time-share, lend or rent Products;
• Copy any features, functions or user interfaces of the Products;
• Introduce any malicious code, virus, malware, or any other material that disrupts, slows down or causes the Product to malfunction;
• Upload or generate any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable.
• Use the Product if you are under 16 years of age.

9. Additional Features

Route2Cloud shall from time to time release additional features of the Product. Use of these features may be subject to payment of fees and other terms as prescribed by Route2Cloud. To use such additional features in the Product, you are required to abide by such additional terms and pay fees, as applicable.

10. Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FUNCTIONALITY, MERCHANTABILITY OR FITNESS FOR PURPOSE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. ROUTE2CLOUD DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE SECURE, ERROR-FREE, VIRUS-FREE OR UNINTERRUPTED OR THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED OR THAT IT WILL BE ABLE TO RECTIFY/REMEDY ANY ERROR OR DEFECT.

YOU HAVE CHOSEN TO USE THE PRODUCT ON YOUR OWN VOLITION AND ROUTE2CLOUD BEARS NO RESPONSIBILITY AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. ROUTE2CLOUD WILL NOT UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR LOSS OF ANY DATA WHETHER FROM YOUR COMPUTER OR THE SERVER, DUE TO USE OF THE PRODUCT.

ROUTE2CLOUD HAS NO CONTROL OVER THE CONTENT UPLOADED OR GENERATED BY YOU IN YOUR USE OF THE PRODUCT. ROUTE2CLOUD UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY OTHER PERSON MAY SUFFER DUE TO ANY CONTENT UPLOADED OR GENERATED BY YOUR USE OF THE PRODUCT. ROUTE2CLOUD HAS NO CONTROL OVER THE USE THAT ANY THIRD-PARTY MAY PUT TO ANY CONTENT THAT IS SHARED BY YOU ON THE PRODUCT. ROUTE2CLOUD ASSUMES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY THIRD-PARTY MAY SUFFER DUE TO ANY CONTENT SHARED BY YOU USING THE PRODUCT.

ROUTE2CLOUD SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE ROUTE2CLOUD’S REASONABLE CONTROL.

11. Indemnity and Liability

Route2Cloud will defend you from any claim made by a third party that your Use of the Product infringes a United States or European Union patent or a registered copyright (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Route2Cloud (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim. If your use of a Product is (or in our opinion is likely to be) enjoined if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund the license fee paid by you prorated using a straight-line depreciation formula to reflect your use of of the Product from the license purchase date. Route2Cloud’s indemnification obligations above do not apply: (1) if the Product is modified by any party other than Route2Cloud, but solely to the extent the alleged infringement is caused by such modification; (2) if the Product is used in combination with any non-Route2Cloud product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (3) to unauthorized use of Products; (4) to any Claim arising as a result of Your Content or (4) if you settle or make any admissions with respect to a Claim without Route2Cloud’s prior written consent. THIS SECTION 11 FIRST PARAGRAPH (IP INDEMNIFICATION BY ROUTE2CLOUD) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY ROUTE2CLOUD UNDER THIS EULA.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ROUTE2CLOUD, ITS REPRESENTATIVES, AND LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY LOSS OF DATA, LOSS OF USE, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, LOSS OF INCOME OR PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU BY USE OF THE PRODUCT, WHETHER OR NOT ROUTE2CLOUD OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NEITHER PARTY’S LIABILITY TO THE OTHER SHALL EXCEED THE FEES PAID BY YOU TO ROUTE2CLOUD IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ROUTE2CLOUD’S LIABILITY TO YOU FOR PRODUCTS THAT ARE FREE OF CHARGE SHALL NOT EXCEED USD 10.

12. Confidentiality

Both Parties will, during the course this Agreement, exchange and/or provide the other Party with access to their Confidential Information. Confidential Information may be disclosed to the receiving party either orally, visually, in writing, or in any other form. The receiving party shall not disclose Confidential Information to any other person, firm, corporation, association, or entity, for any purpose whatsoever without the prior written consent of the disclosing party. The receiving party shall take all reasonable security precautions, including precautions at least as great as it takes to protect its own confidential information, to protect the secrecy of the Confidential Information and shall disclose Confidential Information only to its employees or consultants on a need-to-know basis. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore, the disclosing party shall be entitled to appropriate equitable relief in addition to its other remedies under the law for any unauthorized disclosure of Confidential Information by the receiving party.

Confidential Information includes but is not limited to the business plans, business forecasts, financial information, customer lists, development, design details, specifications, patents, copyrights, trade secrets, proprietary information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, algorithms, software programs, software source documents, documentation and third-party materials.

13. Termination

Route2Cloud will not terminate the EULA except as set out in this section below. Should You wish to terminate the EULA, You are required to provide 14 days’ notice to Route2Cloud by sending an email with subject line “EULA Termination” to [email protected] and specifically mention the Product you are Using

Route2Cloud has the right to terminate the EULA, if (i) You have breached any term in the EULA, (ii) it is required to do so under law, or (iii) Route2Cloud decides to discontinue the Product.

If Route2Cloud receives a take-down notice for any Content shared by You, it shall take reasonable steps to determine the basis for such notice. If Route2Cloud concludes that it is legally obligated to comply with such request or that it is appropriate for Route2Cloud to comply with such request, it may, in its sole and absolute discretion, remove such Content and provide written intimation to you of it. You will not be entitled to challenge Route2Cloud’s determination in this regard and Route2Cloud will not have any liability to You as a result of taking down Content in accordance with this Section 13(c).

14. Publicity Rights

We may identify you as a Route2Cloud customer in our promotional materials. You may request that we stop doing so by submitting an email to [email protected] at any time. Please note that it may take us up to 30 days to process your request.

15. General Terms

This EULA constitutes the whole legal agreement between You and Route2Cloud and governs your Use of the Product, and completely replaces any prior agreements between You and Route2Cloud in relation to the Product.

You must keep all information received by You from Route2Cloud in relation to the Product or otherwise, strictly confidential. You are not permitted to share that information with any third party without prior written permission of Route2Cloud.

You agree that if Route2Cloud does not exercise or enforce any legal right or remedy which is contained in this EULA (or which Route2Cloud has the benefit of under any applicable law), this will not be taken to be a formal waiver of Route2Cloud’s rights and that those rights or remedies will still be available to Route2Cloud.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this EULA is invalid, then that provision shall be deemed removed from this EULA without affecting rest of this Agreement. The remaining provisions of this EULA will continue to be valid and enforceable.

The rights granted in this EULA may not be assigned or transferred by You without the prior written approval of Route2Cloud. You are not permitted to delegate Your responsibilities or obligations under this EULA without the prior written approval of Route2Cloud. Route2Cloud is entitled to assign, transfer or delegate any right, responsibility, duty or obligation under this EULA.

This EULA applies whether you purchase our Products directly from Route2Cloud or through a reseller (“Reseller”). Resellers are not authorized to make any promises or commitments on Route2Cloud’s behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.

Any information provided by You for creation of a User Account shall not be used by Route2Cloud for any purpose other than (i) to enable Your Use of the Product, or (ii) to render any service to You through Your Use of the Product, or (iii) to improve the product as mentioned in Section (6), or (iv) in any manner as permitted by You. Upon termination of this EULA, any information provided by You for the creation of the User Account will be deleted by us from our records, normally within six months after such termination.

Please send any feedback and suggestions that You have for the Product to [email protected]. You agree that Route2Cloud is at liberty to use and incorporate those feedback and suggestions in the Product without affecting its rights and title in the Product.

This EULA shall be governed by the laws of the state of Florida and the United States, without regard to any conflict of law provisions. You and Route2Cloud agree to submit to the exclusive jurisdiction of the courts in the state of Florida to resolve any dispute arising out of this EULA.

The obligations in Sections 4, 8, 10, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement.