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SOFTWARE LICENSE AGREEMENT FOR AMBIANCE

1. General. The software accompanying this License in read only memory, on any other media or in any other form (collectively the "Ambiance Software") are licensed, not sold, to you by Urban Apps, LLC ("Urban Apps") for use only under the terms of this License, and Urban Apps reserves all rights not expressly granted to you. The rights granted herein are limited to Urban Apps's, and their licensors', intellectual property rights in the Ambiance Software and do not include any other patents or intellectual property rights. While you may own the media on which the Ambiance Software is recorded, Urban Apps and/or Urban Apps's licensor(s) retain ownership of the Ambiance Software itself. The terms of this License will govern any software upgrades provided by Urban Apps that replace and/or supplement the original Ambiance Software product, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.
2. Permitted License Uses and Restrictions. This License allows you to install and use the Ambiance Software on your iPhone. You may not make the Ambiance Software available over a network where it could be used by multiple computers at the same time. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, re-record, decompile, reverse engineer, disassemble, modify, or create derivative works of the Ambiance Software or any part thereof.
3. Transfer. You may not rent, lease, lend, redistribute or sublicense the Ambiance Software. You may, however, make a one-time permanent transfer of all of your license rights to the Ambiance Software to another party acquiring your iPhone, provided that: (a) the transfer must include all of the Ambiance Software, including all its component parts, original media and this License; (b) you do not retain any copies of the Ambiance Software, full or partial, including copies stored on an iPhone, computer or other storage device; and (c) the party receiving the Ambiance Software reads and agrees to accept the terms and conditions of this License.
4. Use of Services; Prohibition Against Reproduction of Sound Effects and Photographs. This software enables access to Ambiance’s sound effects which offers reproductions of certain sound tracks and other services, and photographs (collectively and individually, "Services"). You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, and/or objectionable. Nevertheless, you agree to use the Services at your sole risk and that Urban Apps shall have no liability to you or any third party for content that may be found to be offensive, indecent, or objectionable.
   
   You agree that the Services, including but not limited to audio clips, photographs and editorial content, contain proprietary information and material that is owned by Urban Apps and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services, including any audio content, 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.
5. Limited Warranty on Media. Urban Apps warrants the media on which the Ambiance Software is recorded and delivered by Urban Apps to be free from defects in materials and workmanship under normal use for a period of sixty (60) days from the date of original retail purchase. Your exclusive remedy under this Section shall be, at Urban Apps's option, a refund of the purchase price of the product containing the Ambiance Software. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THEREFORE THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
6. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE AMBIANCE SOFTWARE (AS DEFINED ABOVE) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AMBIANCE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND URBAN APPS AND URBAN APPS'S LICENSORS (COLLECTIVELY REFERRED TO AS "URBAN APPS" FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE AMBIANCE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. URBAN APPS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE AMBIANCE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE AMBIANCE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE AMBIANCE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE AMBIANCE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY URBAN APPS SHALL CREATE A WARRANTY. SHOULD THE AMBIANCE SOFTWARE PROVE DEFECTIVE, 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, THEREFORE THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL URBAN APPS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DAMAGES DUE TO THE USER BEING DISTRACTED OR PREOCCUPIED DURING THE USE OF THE SOFTWARE, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE AMBIANCE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF URBAN APPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Urban Apps's total liability to you, or any other party, for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of five dollars ($5.00). The foregoing limitations of liability and/or responsibility 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 Ambiance Software except as authorized by United States law and the laws of the jurisdiction in which the Ambiance Software was obtained. In particular, but without limitation, the Ambiance Software may not be exported or re-exported (a) into any U.S. embargoed 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. By using the Ambiance 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 these products for any purposes prohibited by United States law.
9. Government End Users. The Ambiance 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, as applied to agreements entered into and to be performed entirely within California between California residents. 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 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. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Urban Apps 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 Ambiance Software and destroy all copies, full or partial, of the Ambiance Software.
12. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Ambiance Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License Agreement will be binding unless in writing and signed by Urban Apps. 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.