Software License Agreement

  1. This is a legal agreement between LevelStar, LLC (“Licensor”) and the purchaser (the “Licensee”) of the Icon , the Docking Station or the Icon plus Docking Station (collectively referred to as the “Software”) and contains all terms and conditions that must be complied with upon purchase.

  2. Licensor hereby grants Licensee intellectual property rights that are perpetual, non-exclusive, non-transferable, royalty-free, revocable license to use the Software as permitted by this Agreement. Licensee acknowledges that this is only a limited non-exclusive license. Licensor is and remains the owner of all titles, rights and interests in the Software.

  3. Except to the extent that enforcement is prohibited by applicable law even despite agreement otherwise by the parties, any use of the Software not expressly permitted in this Agreement is prohibited. Additionally, to the extent that enforcement is prohibited by applicable law and except as set forth in this Agreements or otherwise as agreed in writing by the parties, Licensee shall not allow or authorize any third party to: (1) allow use of or access to the software other than set forth in this Agreement or otherwise as agreed in writing by the parties; (2) disassemble, decompile, reverse engineer or otherwise attempt to derive the source code of the Software, except as permitted by applicable law; (3) alter, enhance or otherwise modify the Software; (3) sublicense, lease (including operation of a time sharing service or service bureau) or otherwise provide services to third parties using the Software; (4) remove or destroy any copyright or other proprietary markings placed upon or contained within the Software; or (5) ship, download or otherwise export or re-export any Licensor Property to (or to any national or resident of) any country to which the United States maintains an embargo or to any person or entity on the U.S. Department of Treasury’s List of Specifically Designated Nationals or on the U.S. Commerce Department’s List of Denied Persons in violation of any U.S. export and commerce rules and regulations.

  4. There are no warranties placed on the software. LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE.

  5. Licensor has the right to terminate this License Agreement and Licensee’s right to use this Software upon any material breach by Licensee.

  6. LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE'S USE OF THIS SOFTWARE.

  7. Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee's business operations.

  8. Licensee agrees to return to Licensor or to destroy all copies of the Software upon termination of the License.

  9. This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding this Software. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding this Software.

  10. This License Agreement is governed by the law of Colorado applicable to Colorado contracts.

  11. This License Agreement is valid without Licensor's signature. It becomes effective upon the earlier of Licensee's signature or Licensee's use of the Software.