Sonos, Inc. Beta software license agreement

READ THE TERMS OF THIS LICENSE AGREEMENT ("AGREEMENT") GOVERNING THE USE OF THE SOFTWARE AND RELATED FIRMWARE PROVIDED TO YOU BY SONOS, INC. ("SONOS") CAREFULLY BEFORE USING THE SOFTWARE

PARTICIPATION IN THIS BETA INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT AND YOUR REPRESENTATION THAT (1) YOU ARE OVER THE AGE OF 18, AND (2) YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF. IF YOU DO NOT ACCEPT THIS AGREEMENT OR CANNOT MAKE SUCH REPRESENTATIONS, YOU MUST IMMEDIATELY NOTIFY SONOS AND DISCONTINUE ANY PARTICIPATION IN THIS BETA IMMEDIATELY

Recitals

A. Sonos is developing a certain digital audio product (referred to herein as the "Beta Product") to complement its existing set of commercially available digital audio products (the "Products").

B. The Beta Product is currently still in development and experimental form. You have agreed to test and evaluate the Beta Product in your home in accordance with the terms of this Agreement to assist Sonos in the completion of the Beta Product.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:

1. Grant of License to Test. Subject to the terms and conditions of this Agreement, Sonos hereby grants You a personal, nonexclusive, nontransferable and revocable license to use the Beta Product at your home address during one or more evaluation period sessions (the "Evaluation Period"), each lasting approximately six to eight weeks (or such shorter time period as notified by Sonos), solely for the purposes of testing and evaluating the Beta Product to assist Sonos in the completion of its development, and not for any commercial purpose or use. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to you hereunder.

2. DISCLAIMER OF WARRANTIES
You acknowledge and agree that: (a) the Beta Product is not complete in development and has not been commercially released for sale by Sonos; (b) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing Products; (c) the Beta Product may not be reliable during the Evaluation Period; (d) the Beta Product has not passed any required regulatory tests, including without limitation FCC, UL or other equivalent tests; (e) the Beta Product and its use may result in unexpected results, loss of data, electrical failures or other unpredictable damage or loss to You; (f) Sonos is under no obligation to release a commercial version of the Beta Product; and (g) Sonos has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to You or any third party. You further acknowledge that You have paid no consideration to Sonos for the Beta Product hereunder, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU "AS IS". SONOS MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

3. Ownership. You acknowledge and agree that Sonos and/or its suppliers own all right, title and interest in and to the Beta Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. You agree not to use Sonos' trademarks or other business names for any purpose. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or your performance under this Agreement. You agree to promptly disclose and hereby assign to Sonos any suggestions for change and/or improvement to the Beta Product and any related rights thereto and to assist Sonos, as reasonably requested by Sonos and at Sonos' expense, in obtaining intellectual property protection relating to such suggestions as Sonos may reasonably direct.

4. Limitation of Liability
IN NO EVENT SHALL SONOS BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.

5. General Provisions

5.1 Termination. This Agreement will automatically expire at the end of the Evaluation Period unless terminated sooner in accordance with this Agreement, and in any case not more than five (5) years. Either party may terminate this Agreement before the end of the Evaluation Period for any reason or no reason upon written notice from the other party. This Agreement will automatically terminate upon any breach by You of any of your obligations hereunder. Within one (1) day after the expiration or termination of this Agreement, You will deliver to Sonos, or otherwise make available for pick-up by Sonos at your premises, the Beta Product and any other tangible Sonos property.

5.2 Miscellaneous. This Agreement may not be assigned by You without the prior written consent of Sonos, and any attempt to assign without such consent shall be null and void. You acknowledge that the Beta Product licensed hereunder is subject to the export control laws and regulations of the United States, and any amendments thereto. You warrant that You will comply in all respects with United States exports laws and regulations. This Agreement shall be governed by the laws of the State of California, without reference to its conflict of law principles. You consent to the jurisdiction of the federal and state courts sitting in the State of California. This Agreement constitutes the entire agreement between You and Sonos with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. You acknowledge that any breach of your obligations under this Agreement with respect to the proprietary rights of Sonos will cause Sonos irreparable injury for which there are inadequate remedies at law, and, therefore, Sonos will be entitled to seek equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.

For inquiries or questions regarding this Agreement or the Beta Product, please send an e-mail to beta@sonos.com or call (800) 680-2345.