SOFTWARE END USER LICENSE AGREEMENT
FOR SIGNAL HOUND® SPECTRUM ANALYZER 
AND TRACKING GENERATOR 
Application Programmer’s Interface (“API”)

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END-USER LICENSE AGREEMENT ("EULA" OR “LICENSE”). YOU WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THE EULA. YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA.
You must agree to this Software End User License Agreement (“EULA”) to access and use this product. We recommend that You print this EULA for reference.  This EULA shall be a binding contract between You and Signal Hound® when You click on the area marked "ACCEPT LICENSE AGREEMENT".
This EULA is a binding legal agreement between You and Signal Hound®, Inc. dba Signal Hound®, Inc. (hereinafter "Licensor" or “Signal Hound®”) for the Spectrum Analyzer and Tracking Generator API software (hereinafter the "API Software"), accompanying explanatory media and printed materials, and the "online" or electronic documentation for the API Software.  This API Software is for use only with legally obtained Signal Hound® BB- and SA-series spectrum analyzers and TG-series Tracking Generators (the “Hardware”).  By installing the Software, You represent that the Hardware for which it will be used is legally in Your possession, and You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, or if the Hardware is not legally in Your possession, do not install or attempt to use the API Software.
1.         Grant of Limited License
The Software is protected by U.S. and foreign copyright, patent and trademark laws, as well as other intellectual property laws and treaties. Your possession and use of this copy of the API Software is pursuant to this License, and may be revoked if You breach the terms of this License.  
Upon acceptance, You are granted a limited, revocable, personal, nonexclusive, paid up, Object Code-only license to possess, use and make copies of the Software,  subject to the other terms and limitations of this EULA, including but not limited to the following specific limitations to the Grant of License:
A.	License limited to Object Code.  The Grant of License applies solely to the compiled Object Code of the Software.  “Object Code” as used herein means the compiled binary machine-readable version of the API Software.  You have no right to possession of, or access to, the Source Code or any other uncompiled version of the API Software.  “Source Code” as used herein means those statements in a computer language, which when processed by a compiler, assembler or interpreter become executable by a computer.
B.	You may obtain, possess and use the API Software only in conjunction with the Hardware, manufactured by Signal Hound®.
C.	You may make copies of the API Software and sell, transfer, convey or distribute such copies of the API Software to third parties, but solely in conjunction with the lawful conveyance and transfer of the associated Hardware to such third parties, for use solely by the subsequent lawful possessor of the Hardware, and conditioned on acceptance of and agreement to this EULA by such third parties.  Any copies that You are expressly permitted to make pursuant to this EULA may not be altered, and must contain the same copyright, patent, trademark, and other proprietary notices that appear on or in the API Software.
D.	You may install, use, access, display and run the API Software, on multiple  computers, workstations or terminals ("Computers") as required by Your needs in using Your Hardware, but all such copies are subject to this EULA, and any such copies must be deleted or destroyed upon transfer of the associated Hardware.  If Your Computers are set up to perform backups to a separate memory device or server, then such backup copies must be deleted when You transfer ownership of the Hardware.  
E.	You may store or install a copy of the API Software on a storage device, such as a network server, used to run the API Software only on Your Computers over an internal network.  You may not grant access to the API Software by third parties who do not legally possess the Hardware.  
F.	You shall ensure that any copies, including backup copies, of the API Software are removed from any computer or memory device which is sold, transferred, or disposed of prior to that computer or memory device leaving Your control for any reason.
G.	You may not adapt the API Software to run on new platforms or computer systems.  Any such adaptation of the API Software shall be considered a Derivative Work under the applicable copyright laws and owned solely by Licensor, and Licensor shall have the sole right to determine whether to retain such Derivative Work to itself, to license such Derivative Work back to You, and/or to license such Derivative Work to others, or to sell, lease or otherwise dispose of such Derivative Work in any manner Licensor determines, subject to its sole discretion.
H.	You may not alter the API Software for the purpose of adding any functionality which such API Software did not have when delivered to You by Licensor, except by express written permission from Signal Hound®.  If the API Software contains embedding bits that limit the capabilities of the API Software, You may not change or alter the embedding bits.
I.	In addition to all other limitations, You agree to not do or attempt to do any of the following in relation to the API Software, and agree to not request or allow any third party to do or attempt to do any of the following: copy, distribute, or provide others with the API Software in whole or part (except as expressly provided in this EULA); modify; adapt; translate; alter; duplicate (including its structure, organization, code, and related files); reverse engineer; decompile; disassemble; recompile; decode; decrypt, bypass access controls to encrypted database store procedures and objects; merge the API Software into any other software; remove or modify any copyright, trademark, patent or other rights notices; bypass or modify any access control measures or Copyright Management feature; sublicense; or, create derivative works from the API Software.
J.	No Other Rights.  No rights in and to the API Software or the Support Services, other than those provided in this Section 1, express or implied, are granted by Licensor. No license or rights under any copyrights, trademarks, trade secrets, patents, or any other intellectual property rights, are granted to You under this Agreement except as expressly granted herein. All rights not expressly granted herein are reserved by Licensor.
1)	No Patent License.  This API Software, when operated in conjunction with its associated Hardware or equivalent apparatus, is covered by patent claims pending before the U.S. Patent and Trademark Office.  The Hardware is also separately patent pending.  Nothing in this EULA shall be construed as a license under such patent claims, whether pending or issued, beyond the uses and actions specifically authorized in this License.  For clarity, and without limiting the generality of the preceding two sentences, no license to make or import the API Software or the Hardware, nor to sublicense others, is granted by this EULA, and making unauthorized copies of the API Software, use of the API Software with apparatus other than the associated Hardware, or unauthorized transfer of the API Software, may infringe Signal Hound®’s patent rights and/or copyrights.  
2)	No Trademark License.  Signal Hound®, TEP® and Test Equipment Plus® are registered trademarks of Signal Hound, and all rights are reserved.  Nothing in this EULA shall be construed as a license to use Licensor’s trademarks or trade name in commerce. 
2.         Support Services
A.	Licensor shall provide technical support services related to installation and operation of the API Software ("Support Services") at its discretion. Use of Support Services, if any, is governed by Signal Hound®'s policies and programs described in user manuals, online documentation, and/or in other Signal Hound®-provided materials. 
B.	With respect to technical information You provide to Signal Hound® as part of the Support Services, Licensor may use such information for its business purposes, including for product support and development. Licensor will not sell such information in a form that personally identifies You to third parties.  
3.         Updates and Enhancements
A.	The API Software requires Your Computer to possess certain minimum performance capabilities and third party software installed in order to properly load and function (described in the technical documentation), which are solely Your responsibility to purchase, install and maintain.  
B.	Updates.  Licensor shall, from time to time, provide updates, patches and other fixes (“Updates”) intended to correct errors or bugs in the API Software which prevent the API Software from operating in accordance with the Technical documentations.  Such Updates shall be made available without charge to You, but only if You are lawfully in possession of Your associated Hardware.  Licensor shall not be obligated to make such Updates available on any specific schedule or time limit, and such Updates shall be made available as Licensor’s resources and schedule permit, in Licensor’s sole discretion.  
Licensor shall not be obligated to provide Updates to API Software for Hardware that is no longer manufactured and sold by Licensor, or for API Software which has been superseded by subsequent versions, and Licensor may require You to obtain and install the new version of the API Software in order to receive continuing Updates.  Licensor shall not be obligated to provide Updates to maintain API Software compatible with Your Computer or third party software which, in Licensor’s sole discretion, has become obsolete or so substantially modified as to be incompatible with the Technical documentations.  You understand that this may require You to upgrade Your Computer and/or associated operating system and other non-Licensor software, at Your own expense, in order to run the new version of the API Software.  
C.	Enhancements.  Licensor may, from time to time, modify, improve or upgrade the Software to add additional functionality or substantial improvements in performance or capability which are beyond the scope of the Technical documentation, or to maintain compatibility with newer versions of third party software (“Enhancements”).  Such Enhancements shall be developed and distributed at Licensor’s sole discretion, and Licensor shall have no obligation to develop such Enhancements, or to distribute any Enhancements which it may develop or obtain.  Such Enhancements shall not be subject to the warranties of Section 7, below, including but not limited to operation substantially meeting the Technical documentations, unless Licensor expressly states that they are provided subject to those warranties.  Such Enhancements may be provided subject to terms and conditions different from this EULA, at Licensor’s sole discretion.  
4.         Termination
A.	Your license to the API Software under this EULA shall automatically terminate if:
1)	You breach any material term of this EULA;
2)	You use the API Software and/or Hardware for an illegal purpose;
3)	Your possession or transfer of the API Software and/or Hardware violates U.S. law or other applicable law, including but not limited to International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR);
4)	You transfer the Hardware to a third party intending or knowing that You will also cease use of the Hardware.             
B.	You may terminate this EULA as to Yourself at any time by legally transferring the Hardware and API Software to a new owner and deleting or destroying all Your copies of the API Software. 
C.	Upon termination, You are required to remove the API Software from Your computer and destroy any copies of the API Software in Your possession.

5.         Ownership of Intellectual Property
All copyrights, trade secrets, trademarks, patents or other rights of inventorship, and other proprietary rights in or related to the API Software and Hardware, including any rights of priority, whether under statute or common law, and including any images, photographs, animations, video, audio, music and text incorporated into the API Software, are and will remain the exclusive property of Licensor, whether or not registered or perfected under the laws of the jurisdiction in which the API Software is used or licensed.  You will not take any action that jeopardizes or challenges Licensor’s proprietary rights or acquire any right in the API Software or Hardware.  Unless otherwise agreed on a case-by-case basis, Licensor will own all rights in any copy, translation, modification, adaptation or derivation of the API Software, including any improvement or development thereof, and including any created without authorization of Licensor.  You will obtain, at Licensor’s request, the execution of any instrument that may be appropriate to assign or perfect these rights with Licensor.
6.         Warranties; Disclaimers; Limitations on Liability
A.	You represent and warrant that You lawfully possess the associated Hardware, and that You will not use the Hardware or API Software for illegal acts.
B.	Licensor warrants to You that the API Software will perform substantially in accordance with the technical documentation for a two (2) year period following delivery of the API Software. 
C.	In the event that the API Software does not perform substantially in accordance with the technical documentation, Your entire, exclusive, and cumulative remedy shall be limited to a refund of the purchase price You paid to Licensor to obtain delivery of the Hardware and API Software, upon return of the Hardware and API Software. 
D.	THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR SIGNAL HOUND®'S BREACH OF WARRANTY, AND THE WARRANTIES HEREIN APPLY SOLELY TO THE API SOFTWARE AND EXCLUDE ANY HARDWARE.  SIGNAL HOUND® DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SIGNAL HOUND® API SOFTWARE AND/OR HARDWARE.  EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SIGNAL HOUND® MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.  IN NO EVENT WILL SIGNAL HOUND® BE LIABLE TO YOU OR ANYONE ELSE (I) FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS, EVEN IF SIGNAL HOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY SEEKING SUCH DAMAGES EVEN IF SIGNAL HOUND® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7.	Indemnification.  
You agree, and agree to cause Your affiliates and/or partners, to defend and hold harmless Licensor and its respective affiliates and all trustees, directors, officers, employees, fellows and agents of any of the foregoing (each an "Indemnified Person") from and against any and all third Party claims, demands, loss, damage, penalty, cost or expense (including attorneys' and witnesses' fees and costs) of any kind or nature, including but not limited to those brought by Your customers, clients, employees or contractors, based upon or arising out of any cause of action related to the development, installation, uninstallation, use or other disposition of the API Software and/or Hardware and all activities associated therewith by You and Your affiliates or partners, or any use of information provided by Licensor to You; PROVIDED, however, such indemnity shall not extend to damages arising from any breach of this EULA or willful or negligent act by Licensor; and, FURTHER PROVIDED that:  (i) Licensor or the Indemnified Person promptly notifies You of the claim in writing; and (ii) the Indemnified Person provides You with the assistance, information and authority necessary to perform Your obligations under this Section.  You agree and agrees to cause each of Your affiliates and partners to agree not to sue Licensor and any of its affiliates, trustees, shareholders, members, directors, officers, employees, fellows and agents of Licensor in connection with the development, installation, uninstallation use or other disposition of the API Software and/or Hardware, and all activities associated therewith. Licensor and an Indemnified Person shall be entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, losses, damages, costs, expenses and penalties.  You shall not enter into any settlement which includes an admission of negligence or wrongdoing by any Indemnified Person, without the prior written consent of such party.  
8.       Governing Law, Jurisdiction, and Venue.  
The interpretation and performance of this EULA shall be governed by the laws of the State of Washington, without regard to conflicts of laws provisions.  The Parties agree that personal jurisdiction and venue for any action related to this Agreement shall lie exclusively in the courts of Clark County, Washington or in the Federal District Court for the Western District of Washington for matters of exclusive federal subject matter jurisdiction and pendant jurisdiction over state law claims.  
9.       Severability
If any provision of this EULA shall be held illegal, unenforceable or in conflict with the laws of any national, provincial, state, or local government that may validly hold jurisdiction over this EULA, such provisions shall, to the extent practicable and without subverting the intent of the parties hereto, be reformed to comply with such laws and the validity of the remaining portions or provisions shall not be affected thereby.   
10.       No Waiver
No waiver of any right under this EULA will be deemed effective unless contained in writing executed by a duly authorized representative of the party against whom the waiver is to be asserted.  No waiver of any default hereunder by either party or any failure to enforce any rights hereunder shall be deemed to constitute a waiver of any subsequent default with respect to the same or any other provision hereof.    
11.	Government Purchasers
All SIGNAL HOUND® products and publications are commercial in nature. The API Software, publications, and software documentation are "Commercial Items", as that term is defined in 48 C.F.R.§2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R.12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. §12.212, 48 C.F.R. §227.7202-1 through 227.7202-4, and other relevant sections of the Code of Federal Regulations, as applicable, SIGNAL HOUND®’s publications, commercial computer software, and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products and software documentation, and the terms and conditions herein.
12.         Export Restrictions; ITAR; EAR
The Software, either alone or in combination with the Hardware (or similar apparatus), may be subject to export and/or transfer restrictions under U.S. or foreign laws, including but not limited to International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR).  ITAR and EAR may impose restrictions on export of the API Software and Hardware, and/or restrictions on transfers to the possession of foreign nationals or employees or agents of foreign governments.  You may not export, ship, transmit or re-export the API Software in violation of any applicable law or regulation.

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