1. Definitions a. "SOFTWARE" shall mean all computer programs and related documentation relating to FASTMAN'S RAPIDTRANSIT Audio compression software and includes the PLAYER software. 2. Acknowledgment of Beta Testing Licensee and FASTMAN acknowledge and agree that the SOFTWARE is a beta test version that may contain bugs, defects and errors and that the SOFTWARE is not expected to function fully upon installation. Licensee and FASTMAN further acknowledge and agree that the SOFTWARE is being supplied to Licensee without charge in exchange for Licensee's evaluation of the SOFTWARE. 3. Grant of License FASTMAN grants Licensee a royalty free, nonexclusive, transferable license to use the PLAYER software subject to all terms and conditions of this Agreement. Licensee agrees that Licensee and its employees shall not, directly or indirectly, (i) use except as authorized by this Agreement, or (ii) decompile, disassemble or otherwise analyze for reverse engineering purposes the PLAYER software, including all trade secrets and confidential information therein. 4. Right of FASTMAN to Use Licensee's Evaluation Licensee agrees that FASTMAN shall have the right to use, in any manner and for any purpose, any information gained as a result of Licensee's use and evaluation of the SOFTWARE. Such information shall include but not be limited to changes, modifications and corrections to the SOFTWARE. FASTMAN shall have the right to use, at its sole discretion, all such information, including but not limited to use by incorporation of such information into computer programs and documentation for assignment, license, or other transfer to third parties. 5. No Obligation to Support SOFTWARE FASTMAN shall have no obligation under this Agreement to correct any bugs, defects or errors in the SOFTWARE or to otherwise support or maintain the SOFTWARE. Further FASTMAN shall have no obligation under this Agreement to maintain compatibility and interoperability between this version of the SOFTWARE and future versions of the SOFTWARE. 6. Ownership of SOFTWARE Licensee agrees that FASTMAN owns all rights, title and interest, including but not limited to copyright, patent, trademarks, trade secret, and all other intellectual property rights, in the SOFTWARE and any changes, modifications or corrections to the SOFTWARE. 7. Confidentiality Licensee acknowledges that the SOFTWARE contains valuable trade secrets and confidential information owned by FASTMAN, including but not limited to the development status of the SOFTWARE, the functionality of the SOFTWARE, the appearance, content and flow of the SOFTWARE's screens, the method and pattern of user interaction with the SOFTWARE, and the content of the SOFTWARE's documentation. 8. No Warranty Licensee and FASTMAN agree that the SOFTWARE is provided "AS IS" and that FASTMAN makes no warranty as to the SOFTWARE. FASTMAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATED TO THE SOFTWARE, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT. 9. Limitation of Liability a. Damages Limitation. IN NO EVENT SHALL FASTMAN BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SOFTWARE. b. Data Protection. Licensee agrees that it shall have the sole responsibility for protecting its data used in connection with the SOFTWARE. 10. Force Majeure Neither party shall be responsible for any delay or failure to perform obligations specified in this Agreement due to causes beyond the party's reasonable control. 11. Other Provisions a. Independent Parties. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agent or employment relationship between FASTMAN and Licensee. b. Waiver. The waiver or failure of either party to exercise in any respect any rights provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. c. Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of this Agreement shall be unimpaired, and the invalid term or provision shall be replaced by such valid term or provision as comes closest to the intention underlying the invalid term or provision. d. Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given three (3) days after mailing by first class certified mail, postage prepaid, to the following address: FASTMAN President 1613 Capitol of TX Highway South, Suite 222 Austin, TX 78746 e. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, conversations, discussions and agreements between the parties concerning the subject matter hereof. f. Amendments. No amendment or modification of any provision of this Agreement shall be effective unless the same shall be in writing and signed by both parties. g. Applicable Law. This Agreement shall be governed by the laws of the State of Texas. Venue for any controversy or claim arising out of or relating to this Agreement will be in Austin, Travis County, Texas. h. Arbitration. Any controversy or claim arising out of or relating to this Agreement, with the exception of injunctive relief sought by either party, shall be submitted to arbitration before an arbitrator agreed upon by the parties, or if the parties cannot agree upon an arbitrator within thirty (30) days, to an arbitrator selected by the American Arbitration Association. The arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrators may award attorneys' fees and costs as part of the award. The award of the arbitrators shall be binding and may be entered as a judgment in any court of competent jurisdiction.