XO AUDIO SOFTWARE LICENSE AGREEMENT

Important:

By installing and running or purchasing the XO Wave Software ("the Software"), you are agreeing to the terms and conditions contained in this Agreement. Do not install the software accompanying this Agreement (the "Software") until you have carefully read the following Agreement. Downloading the Software package and/or using the Software (or authorizing any other person to do so) indicates your acceptance of the terms and conditions contained in this Agreement. This Agreement sets forth the terms and conditions for licensing of the Software from XO Audio LLC.

SALES TO END USERS ONLY
XO Audio's on-line store and built-in purchaser sell products to end user customers only.

PAYMENT METHODS
XO Audio's online store and XO Wave's built-in purchaser accept credit cards as the only means of payment. For credit card purchases, XO Audio and its partner, eSellerate, may obtain a pre-approval from the credit card company for the amount of the order. Billing to your credit card occurs at the time of purchase. Neither XO Audio nor
eSellerate retains your credit card information after the transaction is complete.

PLEASE NOTE:

We may be unable to accept credit cards issued by banks outside of the United States. Debit cards and check cards have daily spending limits that may prevent the processing of your order. If a purchase has been declined online due to credit card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your purchase and should use another credit card.

SALES TAX
XO Audio purchases will include sales tax based on the bill-to address and the sales tax rate in effect at the time of purchase. No customers are eligible for tax exemptions for purchases made using XO Audio's online store or XO Wave's built-in purchaser.

PRICES
Your total price will include the price of the product plus any applicable sales tax (in effect on the day of purchase). XO Audio reserves the right to change prices for its products at any time, and does not provide price protection or refunds in the event of a price drop or promotional offering.

REFUND POLICY
Because XO Wave is "share-ware," i.e. "try-before-you-buy" software, allowing inspection and evaluation for an unlimited time before purchase, all sales are final. However, under rare, exceptional conditions, XO Audio may, at its sole discretion, grant a refund to an individual customer. Requests for such refunds will only be considered if a problem results from a feature that is only available to purchasers of XO Wave and cannot or is not repaired by XO Audio LLC in a reasonable time. Any refunds granted  will be subject to a 15% restocking fee to defray the cost of sales, and refunds will be granted to the original card-holder's credit card only. Note that refunds may be subject to other terms to protect XO Wave from piracy. These terms may include, but are not limited to, denial of future purchases and activations, denial of future promotional offerings and other restrictions.

LICENSE AND CERTAIN RESTRICTIONS
You are granted a non-exclusive license to use one copy of the Software only on a single computer and a single terminal. Although you are encouraged to make a backup copy of the Software for your own use, under no circumstances are you permitted to transfer or sub-license the Software. The Software (including any images, icons, graphics, animations, video, audio, music, and text incorporated into the Software) is protected by copyright laws. You may not make copies of the Software except for backups. You may not give copies to another person, or duplicate the Software or its documentation by any other means, including electronic transmission, except that you are granted the right to make one (1)  printout of the electronic documentation, if included. The Software contains trade secrets, and in order to protect them you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form. You may not modify, adapt, translate, rent, sub-license, assign, lease, loan, resell for profit, distribute, or network the Software, disk, or related materials or create derivative works based upon the Software or any part thereof.

The delivery of a Product does not transfer to you any commercial or promotional use rights in the Product.

AUTHORIZATION
To prevent piracy, XO Wave requires authorization to run on a given computer. Additional authorizations may be required by XO Wave if you significantly change your system hardware or significant portions of your computer's operating system. For this reason, XO Audio LLC grants purchasers of XO Wave 2 authorizations per purchase.

Any reauthorization capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners of any content, sound recording, software code, underlying musical composition or artwork embodied in any Product.


OTHER TERMS AND CONDITIONS
XO Audio is not responsible for typographic errors.

XO Audio reserves the right to change these terms and conditions of sale at any time. Customers are encouraged to review the Sales Policies on a periodic basis for modifications.

No XO Audio employee or agent has the authority to vary any of these policies or the terms and conditions governing any sale.


TRADEMARKS:
XO Audio, XO Wave and the concentric XO are trademarks of XO Audio LLC (XO Audio). Other brands or products are trademarks or registered trademarks of their respective holders and should be treated as such.

EXCLUSION OF WARRANTY:
EXCEPT FOR THE EXPRESS WARRANTY OF THE ORIGINAL DISKS SET FORTH ABOVE, THIS SOFTWARE IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE, DISK, AND RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT.  THE LIABILITY OF LICENSOR UNDER THE WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE
TO STATE.

8/29/05