IMPORTANT-READ CAREFULLY: This Software is intended for receipt, installation and use only by Customers who own corresponding Product. Prior to any receipt or use of the Software, Customer must agree to the following End-User License Agreement ("Agreement") by pressing the "CONTINUE/ I ACCEPT" button at the end of this page. If Customer does not agree to the terms of this Agreement, the Customer must not use the Software and he/she must press the "EXIT/I DO NOT ACCEPT" button at the end of this page to reject the Agreement and to cancel receipt and/or installation of the Software. This Agreement is binding between Customer and Harman International Industries, Incorporated and any of its Affiliates that have any interest in and to the Software (“Harman”).
1. BACKGROUND.
1.1 Customer desires to receive and use the Software solely and directly for the Purpose.
1.2 Harman is amenable to providing the Software to Customer solely for the Purpose, subject to each of the terms and conditions of this Agreement.

2. DEFINITIONS.
2.1 "Customer" shall mean the person or entity who is an end-user who owns the Product in which the Software is to be installed.
2.2 "Software" shall mean the software and supporting material, if any, that accompanies this Agreement, which may also include "online" or electronic documentation and Internet download services.
2.3 “Product” shall mean the Harman product for which the Software is intended, as determined by Harman in its sole discretion.
2.4 “Purpose” shall mean updating the Software in the Product owned by the Customer.
2.5 “Documentation” shall mean any and all documentation relating to or accompanying the Software, including but not limited to, manuals, associated text files, self-help references, etc.
2.6 “Affiliates” shall mean any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, Harman. With respect to Affiliates, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the actions and/or policies and management of a person or entity, whether by the ownership of stock, by ownership of voting security, by contract, or by any other method.

3. LICENSE.
3.1 Any download, installation and/or use of the Software constitutes irrevocable acceptance this Agreement in its entirety.
3.2 Harman grants to Customer a personal, royalty-free, non-exclusive and worldwide license to download, store and use one (1) copy of the Software per Product, solely and directly for the Purpose. Unless expressly mandated by applicable law, Customer shall not retain any archival copy of the Software. The license provided herein shall be for Customer’s personal and home use only.
3.3 Except only as expressly permitted in Article 10.2, Customer shall not assign, sub-license, encumber, lease, transfer, or otherwise dispose of the Software, in whole or in part, and any purported unpermitted assignment, sub-license, encumbrance, lease, transfer or disposal shall be void.

4. LICENSE RESTRICTIONS.
4.1 Customer shall not, nor make any attempt to, disassemble, decompile, reverse engineer or otherwise convert any part of the Software to a human-perceivable form or assist any other person in doing so.
4.2 Customer shall not modify the Software in any manner.
4.3 Customer's rights in the Software and any Documentation shall be limited to those expressly granted in this Agreement.
4.4 Customer shall obey all applicable laws and regulations of the United States governing the export and re-export of the Software.

5. PROPRIETARY RIGHTS.
5.1 All intellectual property rights in the Software and all modifications, updates, upgrades to and derivative works based upon the Software or any Documentation belong solely to Harman, and Customer does not and shall not acquire any title to or rights in any of them.
5.2 Customer shall not delete or in any manner alter the intellectual property rights notices of Harman, if any, appearing on the Software or any Documentation as delivered to Customer.
5.3 Harman reserves the sole and exclusive right at its discretion to assert claims against third parties for infringement or misappropriation of its intellectual property rights in the Software or any Documentation.
5.4 Harman retains all rights, title and interest in and to the Software and any Documentation. Customer shall not take any action to jeopardize, limit or interfere in any manner with Harman’s rights, title and interest in and to the Software or any Documentation.

6. TERMINATION.
6.1 Without prejudice to any other rights, Harman may terminate this Agreement without notice if Customer fails to comply with any of the terms and conditions of this Agreement, or upon any breach by Customer of any of it representations or warranties.
6.2 Upon termination of the Agreement for any reason, Customer shall immediately cease any and all use of the Software, and shall delete, at its own expense, all copies thereof.

7. CUSTOMER REPRESENTATIONS
7.1 If Customer is a company, the individual clicking on the "CONTINUE/ I ACCEPT" button represents and warrants that he/she has authority to contract on behalf of and bind the Customer. If Customer is an individual, Customer represents and warrants that he/she is an adult with capacity to contract in his/her jurisdiction (or, if not an adult, then he/she represents and warrants that he/she has secured the appropriate parental consent to enter into and be bound by this Agreement), and is otherwise capable of entering into this Agreement.

8. DISCLAIMER OF WARRANTIES.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HARMAN PROVIDES THE SOFTWARE AND ANY DOCUMENTATION AS IS AND WITH ALL FAULTS, AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HARMAN MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE AND ANY DOCUMENTATION WILL BE FREE FROM ERROR, OR THAT ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY WILL BE CORRECTED.
8.2 HARMAN PROVIDES THE SOFTWARE WITHOUT ANY WARRANTY RELATING TO CONDITION OF TITLE, QUIET ENJOYMENT AND QUIET POSSESSION.
8.3 HARMAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, AND EXPRESSLY DISCLAIMS ANY AND ALL OBLIGATIONS WITH RESPECT TO, PROVIDING ANY TYPE OF SUPPORT (TECHNICAL OR OTHERWISE), CUSTOMER SERVICE, OR UPDATES OR UPGRADES FOR THE SOFTWARE.
8.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HARMAN OR THROUGH ANY OF ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY OR ALTER ANY OF HARMAN’S DISCLAIMERS OF WARRANTY OR LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT.

9. LIMITATION OF LIABILITY.
9.1 UP TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY LOSS OR DAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER, THE DOWNLOAD, INSTALLATION OR USE OF THE SOFTWARE IS AT CUSTOMER'S SOLE RISK, AND IN NO EVENT SHALL HARMAN OR ITS EMPLOYEES, AGENTS, DISTRIBUTORS, DEALERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, REMOTE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT PRODUCTS, LOSS OF INFORMATION, DATA OR CONTENT, LOSS OF REVENUE OR PROFITS AND ATTORNEY'S FEES, ARISING FROM OR CAUSED, DIRECTLY OR INDIRECTLY, BY THE SOFTWARE, THE DOWNLOAD OR INSTALLATION PROCESS FOR THE SOFTWARE, OR ARISING FROM OR CAUSED BY THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE AT LAW OR IN EQUITY, EVEN IF HARMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 UP TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HARMAN AND ITS EMPLOYEES’, AGENTS’, DISTRIBUTORS’, DEALERS’, LICENSORS’ OR SUPPLIERS’ TOTAL, COLLECTIVE AND AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT OR ARISING FROM THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AT LAW OR IN EQUITY, EXCEED THE PURCHASE PRICE ACTUALLY PAID BY THE CUSTOMER FOR THE PRODUCT ON WHICH THE SOFTWARE WAS INTENDED TO BE INSTALLED.
9.3 THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL APPLY UP TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
9.4 Customer agrees to indemnify, defend, and hold harmless Harman, and its employees, agents, licensors and suppliers from and against any and all claims, losses, expenses, damages and costs, including, without limitation, attorneys' fees, arising from or relating in any way to Customer’s use of the Software and any Documentation, or any breach by Customer of any of the terms and conditions of this Agreement.

10. GENERAL PROVISIONS.
10.1 Any dispute or claim by Customer or any third party relating in any way to the Software, including but not limited to Customer’s download, installation or use of the Software, or relating in any way to the enforcement or interpretation of this Agreement, shall be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this Agreement. The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org. Payment of all filing, administration and arbitrator fees shall be governed by the AAA's rules. Customer may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where Customer is domiciled or at another mutually agreed location. Customer agrees that any dispute resolution proceeding relating in any way to the Software, including but not limited to its download, installation or use, shall be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, Customer agrees to waive any right to a jury trial, and Customer agrees to bring any legal proceedings against Harman or its employees, agents, licensors and suppliers exclusively in the federal or state courts located in New York, New York, U.S.A., and Customer waives all defenses with respect to venue and jurisdiction in the state and federal courts located in New York, New York, U.S.A., including lack of personal jurisdiction and forum non conveniens.
10.2 Customers may not assign or delegate all or any part of Customer's rights or obligations under this Agreement without the prior written consent of Harman, except only to a person or entity that accepts ownership and possession of Customer's respective Product and who agrees to be bound by the terms of this Agreement.
10.3 Articles 4, 5, 6.2, 7, 8, 9 and 10 shall survive the termination and/or expiration of this Agreement. 10.4 Any amendment to or modification of this Agreement must be made in writing and signed by an authorized representative of Harman. This Agreement is the complete and final agreement between Customer and Harman with respect to the subject matter of this Agreement. To the extent that any terms of any Harman policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.
10.5 If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
10.6 Where Harman has provided you with a translation of the English language version of this Agreement, Customer agrees that the translation is provided for its convenience only, and that the English language version of this Agreement will govern.