Max Sound Corporation 2902a Colorado Avenue Santa Monica, CA 90404

MAX SOUND CORPORATION

AND

Akyumen Technologies Corp.,

(hereinafter called “LICENSOR”)

(hereinafter called “LICENSEE”)

of 2902A Colorado Avenue

Santa Monica, CA 90404

8560 Sunset Blvd, Suite 500

Los Angeles, CA 90069

Bank:

 

Bank Address:

 

Bank Telephone:

 

Account Name:

 

Account Address:

 

Account Number:

 

ABA Number:

 

Licensee Name: Akyumen Technologies Corp., 

Address:  8560 Sunset Blvd, Suite 500

Los Angeles, CA 90069

Telephone:   ###-###-####

On behalf of:

LICENSOR

LICENSEE

Signature:

/s/ Gregory Halpern

/s/ Aasim Saied

Name:

Gregory Halpern

Aasim Saied

Title:

Chairman / CFO

President

Date:

May 28, 2014

Witnessed by Name:

Paul Myers / Dir. Of Operations

Witnessed by Signature:

/s/ Paul Myers

1. Hawk

1.

2. Falcon

2.

3. Other Mutually Approved Akyumen Manufactured Devices

3.

1.

“LICENSOR” means MAX SOUND CORPORATION, a Delaware corporation, with its principle place of business in Santa Monica, California, and its successors and assigns.

2.

“LICENSEE" means any entity so identified in this Agreement.

3.

“Intellectual Property” means all patent, trademark, copyright and trade secret rights recognized by law in connection with this Agreement.

4.

“MAX-D API” means an API (Application Programming Interface) version of LICENSOR’s Intellectual Property protected and protectable and/or proprietary audio processing system that is suitable for use in appropriate platforms with different products, such as the Licensed Product, to achieve audio improvement and enhancement.

5.

"MAX-D API Specification" means the specifications for the MAX-D API, which include the MAX-D API operating parameters as specified in Appendix B entitled "MAX-D API," and the "Specifications for MAX SOUND MAX-D API" as specified in Appendix C, of this Agreement.

6.

"Licensed Trademark" means one or more of the following:

 

a.

the word mark "MAX-D" and “MAX SOUND”

 

b.

the MAX-D Logo, which is also referred to as the “MAX-D symbol”, depicted in Appendix D of this Agreement]

 

c.

The Max-D trade dress corresponding to its “look and feel”

7.

"Licensed Product" means a complete ready-to-use professional software or hardware package which:

 

1.

contains one MAX-D AUDIO PROCESSOR API;

 

2.

is designed to process the audio channels from the content either stored on the device or streamed into the device, into MAX-D processed audio when running on a suitable hardware platform OS;

 

3.

is used as an audio processor in Akyumen’s licensed hardware device and delivered via the Akyumen licensed device that is manufactured by the LICENSEE.

8.

"Licensed Works" shall mean all licensed rights owned by LICENSOR, or owned by others to which MAX SOUND has a right to sublicense, which may be used for the development, design, manufacture, sale, or other use of Licensed Products.

9.

"Derivative Works" - shall mean any product, processes or other works derived from or based on any of the Licensed Works regardless of format or form.

10.

"LICENSOR Deliverables" shall mean any and all items delivered by LICENSOR to LICENSEE which enable LICENSEE to design and test Licensed Products, including:

 

a.

MAX-D API audio processor code in "C++", of the current revision,

 

b.

Documentation accompanying said code,

11.

“Know-How" means Intellectual Property protected and protectable information, as well as skills, experience, and other know-how, recorded or unrecorded, accumulated and owned by LICENSOR, relating to the Licensed Products, including designs, drawings, reports, memoranda, blue-prints, specifications.

12.

"Sensitive Information" means Know-How, and proprietary business information including marketing information, product plans, business plans, royalty, and sales information, customer lists and the like.

13.

"LICENSOR's Trademarks" means any trade name, logo, service mark or trade dress used and/or owned by LICENSOR.

14.

License Fee means a license fee corresponding to the MAX-D process installed into the licensed hardware that is manufactured, used, leased, sold or otherwise disposed of by LICENSEE.

15.

"Other-Trademark Purchaser" means any customer of LICENSEE who, with LICENSEE's knowledge, intends to resell, use or lease the Licensed Products under a trademark other than LICENSOR's Trademarks.

16.

"Effective Date" means the effective date of this Agreement and is the date of execution this Agreement, or, if this Agreement requires validation by any governmental or quasi-governmental body, the "Effective Date" is the date of validation of this Agreement.

1)

LICENSEOR hereby grants LICENSEE the right, but not the obligation, to embed, upload, make and/or use, but not modify, the MAX-D API audio processor source code on Devices, for the sale of Licensed Products to end users (either directly or through third party distributors), for such end users use of the MAX-D API audio processor in day to day use of the Licensed Products.  LICENSOR further grants LICENSEE the right, subject to the terms and conditions of this Agreement, to market and promote the Intellectual Property and its availability on the Licensed Products.

2)

LICENSOR further grants LICENSEE the right to distribute but not modify, the Licensed Works in order to make available to end users the Licensed Works on Licensed Products.

 

a)

To market, sell, distribute, maintain, and support the Derivative Works in API format only.

 

b)

Notwithstanding the licenses granted above,

1.

LICENSEE's use of the LICENSOR’S Intellectual Property rights shall be subject to the obligations of this Agreement as well as additional provisions, which LICENSOR may issue from time to time subject to the following procedure:

 

I)

LICENSOR shall provide reasonable advance notice of any additional provisions which LICENSOR desires to incorporate into this Agreement;

 

II)

If LICENSEE does not object to such provisions in writing within ten (10) days of receipt of such notice, said provisions shall be incorporated into this Agreement within a reasonable time of receipt of notice;

 

III)

If LICENSEE notifies LISENSOR that LICENSEE objects to any additional provisions that LICENSOR desires to incorporate, the parties shall negotiate in good faith a mutually agreeable compromise;

 

IV)

In the event that the parties cannot mutually agree with respect to such additional provisions, either party may terminate this Agreement upon ninety (90) days prior written notice.

2.

LICENSEE shall comply with the requirements of the terms of this Agreement and, subject to Section 3.1 above; such additional provisions as LICENSOR may issue from time to time, and shall, take all commercially reasonable measures, and subject to all applicable laws, ensure that its subsidiaries, agents, distributors, and dealers throughout the world comply with such requirements.

3.

LICENSEE shall, to the extent commercially reasonable, prominently mark the Licensed Product and/or the user interface to the Licensed Product in the following way: “MAX-D, Audio Perfected” as shown in the logo in Appendix D.

4.

The mark identified in Section 3, may also be used at least once in a prominent manner in all advertising and promotions for such Licensed Product; to the extent commercially reasonable, such usages shall be no less prominent and in the same relative size and proportion as the most prominent third party other trademark(s) appearing on such Licensed Product or in the advertising and promotion thereof.

5.

LICENSEE may not use the Licensed Trademarks in advertising and promotion of a product not marked in accordance with the requirements of this Section.

6.

In every instance of use of a Licensed Trademark, , except on the exposed main control surface of a Licensed Product, LICENSEE shall provide public notice that such Licensed Trademark is a trademark by using the superscript letters "™" after the respective trademark, or, in case of a registered mark, by use of the trademark registration symbol "®" (the capital letter R enclosed in a circle) as a superscript after the respective trademark. LICENSOR shall inform LICENSEE as to which notice form is used.

7.

LICENSEE shall use commercially reasonable efforts to ensure that the appropriate trademark notices, as set forth in this Section, appear in advertising for such Licensed Products at the retail level.

8.

LICENSOR's ownership of Licensed Trademarks shall be prominently displayed and indicated in each instance of use by LICENSEE on a Licensed Product, , on promotional products and materials, including but not limited to, instructions and advertising, by the most relevant of the following identifications:

 

a.

“MAX-D is a Registered Trademark of MAX SOUND CORP.",

 

b.

“The Logo Symbol is a Trademark of MAX-D",

 

c.

“MAX SOUND and “MAX-D” are Registered Trademarks of MAX SOUND CORP."

9.

Licensed Trademarks shall always be used in accordance with all applicable laws and regulations pertaining to their use.

10.

In no event shall LICENSEE use the Licensed Trademark in any way that suggests or connotes that it is a common, descriptive or generic designation. Whenever "MAX SOUND" or "MAX-D" is used, the letters shall be upper-case. "MAX SOUND" or "MAX-D" shall only be used as an adjective referring to an audio product and shall not be used as a noun or in any other usage, which may be associated with a generic use of the terms. In descriptive, instructional, advertising, or promotional material or media relating to Licensed Products, LICENSEE must use the Licensed Trademarks and expressions which include the Licensed Trademark "MAX SOUND" or "MAX-D" is used, with an appropriate generic or descriptive term (e.g. "powered by MAX SOUND", "MAX-D HD AUDIO", etc.), with reference to Licensed Products and their use.

11.

All uses of the Licensed Trademarks are subject to reasonable approval by LICENSOR. LICENSOR reserves the right to require LICENSEE to submit proposed uses to LICENSOR for written approval prior to actual use, provided that failure to timely respond to a submission shall be deemed approval. Upon request of LICENSOR, LICENSEE shall submit to LICENSOR samples of its own usage of the Licensed Trademarks and usage of the Licensed Trademarks by its subsidiaries, agents, distributors, and dealers.

12.

Licensed Trademarks shall be used in a manner that appropriately distinguishes them from other trademarks, service marks, symbols or trade names, including LICENSEE's Trade Name and Trademarks.

13.

LICENSEE may only use the Licensed Trademarks on and in connection with products that meet LICENSOR's reasonable quality standards.

14.

LICENSEE may not use the Licensed Trademarks on and in connection with products other than Licensed Products.

15.

LICENSEE acknowledges the validity and exclusive ownership by LICENSOR of the Licensed Trademarks.

16.

LICENSEE acknowledges that it neither owns nor claims any rights in the Licensed Trademarks and will not file any application for registration of the Licensed Trademarks, or any names or marks confusingly similar to the Licensed Trademarks, anywhere in the world.

18.

LICENSEE shall immediately inform LICENSOR of all infringements, potential or actual, which it may learn of, of the Licensed Trademarks. It shall be the exclusive responsibility of LICENSOR, at its own expense, to terminate, compromise, or otherwise act at its discretion with respect to such infringements. LICENSEE agrees to reasonably cooperate with LICENSOR by furnishing, without charge, except out-of-pocket expenses, such evidence, documents and testimony as may be required therein.

19.

To the extent only that technical standardization, equipment or signal source interchangeability, product identification and usage of the Licensed Trademarks are affected, the following conditions shall apply if LICENSEE sells or leases Licensed Products on a mass basis to an Other-Trademark Purchaser who does not hold a license with terms and conditions substantially similar to this Agreement. LICENSEE shall inform LICENSOR of the name, place of business, trademarks, and trade names of the Other-Trademark Purchaser before such Other-Trademark Purchaser sells, leases, or uses Licensed Products. LICENSEE shall obtain agreement from such Other-Trademark Purchaser not to modify, install, use, lease, sell, provide written material for or about, advertise, or promote Licensed Products in any way which is in conflict with any provision of this Agreement. It shall be the responsibility of LICENSEE to inform the Other-Trademark Purchaser of the provisions of this Agreement, to notify such Other- Trademark Purchaser that the provisions of this Agreement shall be applicable, through LICENSEE, in the same way as if the Licensed Products were sold by LICENSEE under LlCENSEE's Trade Names and Trademarks, to ensure by all reasonable means that such provisions are adhered to and, if requested by LICENSOR, to provide to LICENSOR samples on a loan basis of the Other-Trademark Purchaser's embodiment of the Licensed Products, as well as copies of such Other-Trademark Purchaser's advertising, public announcements, literature, instruction manuals, and the like.

20.

As applicable, LICENSEE shall provide the following copyright notice to all public distributions and disclosures of its LICENSE under this Agreement.

21.

On all Licensed Products, THE LICENSEE shall acknowledge that the Licensed Products are manufactured under license from LICENSOR. The following notice may be provided by LICENSEE on an exposed, visible surface, such as the back or the bottom, of all Licensed Products: "MAX-D HD AUDIO’ under license from MAX SOUND". Such notice shall be used in all instruction and servicing manuals.

23.

LICENSEE shall use all Know-How and Sensitive Information solely for the purpose of manufacturing and selling Licensed Products under this Agreement and shall not use such information in an unauthorized way, and shall not divulge such Know-How or Sensitive Information or any portion thereof to third parties, unless such Know-How or Sensitive Information (a) was known to LICENSEE prior to its obtaining the same from LICENSOR; (b) becomes known to LICENSEE from sources other than either directly or indirectly from LICENSOR; or (c) becomes public knowledge other than by breach of this Agreement by LICENSEE.

24.

Upon termination of this Agreement, with respect to Know-How or Sensitive Information, LICENSEE shall promptly return to LICENSOR, at LICENSEE's expense, all documents and things supplied to LICENSEE as Know-How, as well as all copies and reproductions thereof.

25.

LICENSOR hereby agrees that throughout the term of this Agreement it shall not divulge to third parties, nor use in any unauthorized way Confidential Information and Know-How belonging to LICENSEE, unless such information (a) was known to LICENSOR prior to its obtaining the same from LICENSEE; (b) becomes known to LICENSOR from sources other than either directly or indirectly from LICENSEE, or (c) becomes public knowledge other than by breach of this Agreement by LICENSOR; or (d) is independently developed by LICENSOR. The obligations of this Section shall cease three (3) years from the date on which such know-how or confidential information is acquired by LICENSOR from LICENSEE under this Agreement.

26.

All Deliverables by either party to the other are confidential and will be treated as such the receiving party and all that are under its direction and control.  Each party agrees to reproduce and/or internally disseminate these materials only on an "as needed" basis to the extent necessary according to the terms of the Agreement and to obtain confidentiality agreements from those to whom it provides such information. Neither party shall disclose such information to individuals or entities that do not maintain an employment or work for hire relationship with the receiving party. Each party shall keep a record of each copy made of such information and shall permit LICENSOR access to said record at times and places as LICENSOR may reasonably require.

1.

Upon first LICENSEE sales (but no later than within three months of first sale), LICENSEE shall pay 50% of the NRE (Non-Recurring Engineering costs) to port the API AUDIO PROCESSOR onto the Licensee’s Device OS. LICENSEE shall pay all local fees, taxes, duties, or charges of any kind and shall not deduct them from the amount due. The NRE fee is payable in addition to the normal royalties due as specified in Section 4.

2.

LICENSOR has WAIVED the License Fee. The License Fee is due upon the execution of this Agreement, then on the monthly increment as stated in Section 4.1.  When the fee for the Licensed Devices which have been used, leased, sold, or otherwise disposed of by LICENSEE, the Initial Payment specified on the title page of this agreement shall be paid in full and LICENSEE shall stop paying the license fee, but shall continue paying royalties as specified in this section.

3.

Subject to the provisions of this section, LICENSEE shall pay to LICENSOR royalties on Licensed Products which are processed by LICENSEE. The royalty payable shall be based on two dollars fifty cents USD ($2.50) per Licensed Product. Subject to the provisions of this section, LICENSEE shall pay to LICENSOR royalties on the Derivative Works processed by or for LICENSEE and incorporated in Licensed Products which are used, sold, leased, or otherwise disposed of by LICENSEE. The royalty payable shall be based on the schedule as detailed in Table D, hereinbefore defined, contained in Licensed Products, which are processed, by LICENSEE in successive calendar months from the effective date hereof, based on the schedule given in TABLE D of this Agreement.

4.

Unless provided otherwise in this Agreement, LICENSEE shall render statements and royalty payments as follows:

 

a.

LICENSEE shall deliver to the address shown on the cover sheet of this Agreement or such place as LICENSOR may from time to time designate, monthly reports certified by LICENSEE's chief financial officer or the officer's designate within 15 days after each calendar month.

 

b.

Alternatively, such reports may be delivered by emailing them to LICENSOR's email address shown on the cover sheet of this Agreement or such other physical or electronic addresses as LICENSOR may from time to time designate.  Royalty payments are due for each month at the same time as each monthly report and shall be made by wire transfer in United States funds to LICENSOR's bank as identified on the cover sheet of this Agreement or such other bank as LICENSOR may from time to time designate. LICENSEE shall pay all local fees, taxes, duties, or charges of any kind and shall not deduct them from the royalties due unless such deductions may be offset against LICENSOR's own tax liabilities.  Each monthly report shall contain such information as is reasonably necessary to substantiate any payments due hereunder.

 

c.

Any remittance in excess of royalties due with respect to the calendar day for which the report is due shall be applied by LICENSOR to the next payment due.

 

d.

LICENSEE's first report shall be for the calendar month following the execution of this Agreement.

 

e.

LICENSEE shall deliver a final report and payment of royalties to LICENSOR certified by LICENSEE's chief financial officer or the officer's designate within 30 days after termination of this Agreement throughout the world. Such a final report shall include a report of all royalties due with respect to Licensed Products not previously reported to LICENSOR. Such final report shall be supplemented at the end of the next and subsequent months, in the same manner as provided for during the Life of the Agreement, in the event that LICENSEE learns of any additional royalties due.

 

f.

LICENSEE shall pay interest to LICENSOR from the due date to the date payment is made of any overdue royalties or fees, including the Initial Payment, at the rate of 2% above the prime rate as is in effect from time to time at the bank identified on the cover page of this Agreement, or another major bank agreed to by the LICENSOR and LICENSEE in the event that the identified bank should cease to exist, provided however, that if the interest rate thus determined is in excess of rates allowable by any applicable law, the maximum interest rate allowable by such law shall apply.

Initial     /s/ Gregory Halpern    /s/ Aasim Saied

Private, Confidential, and Proprietary © 2014 Max Sound Corporation

pg. 11

5.

LICENSEE shall keep complete books and records of all sales, leases, uses, returns, or other disposals by LICENSEE of Licensed Products.

6.

LICENSOR shall have the right, through a professionally registered accountant reasonably acceptable to LICENSEE (and provided that such accountant execute a confidentiality and non disclosure agreement with LICENSEE) at LICENSOR's expense, to inspect, examine and make abstracts of the said books and records insofar as may be necessary to verify the accuracy of the same and of the statements provided for herein but such inspection and examination shall be made during business hours upon reasonable notice, not more often than once per calendar year and shall be limited to the books and records of the immediately preceding twelve (12) months.  LICENSOR agrees not to divulge to third parties any Sensitive Information obtained from the books and records of LICENSEE as a result of such inspection unless such information (a) was known to LICENSOR prior to its acquisition by LICENSOR as a result of such inspection; (b) becomes known to LICENSOR from sources other than directly or indirectly from LICENSEE; or (c) becomes a matter of public knowledge other than by breach of this Agreement by LICENSOR.

1.

LICENSEE shall make commercially reasonable efforts to abide by the MAX SOUND API Specifications, hereto appended in Appendix C and as modified from time to time by LICENSOR. All Licensed Product types are subject to acceptance testing by LICENSOR. All licensed products marked with the Licensed Trademarks must additionally comply with all applicable reasonable minimum quality standards issued and reasonably modified from time to time by LICENSOR. On all Licensed Products marked with the Licensed Trademarks LICENSEE shall abide by reasonable standards of quality and workmanship. Such quality standards shall apply to all aspects of Licensed Products which influence or reflect upon the audio quality or performance of the Licensed Products as perceived by the end user. LICENSEE shall with respect to all Licensed Products conform to any reasonable new quality standards requirements as specified by LICENSOR within a period of ninety (90) days of such specification in writing.

2.

LICENSEE shall provide LICENSOR with such non-sensitive information concerning Licensed Products as it may reasonably require in performing its right to enforce quality standards under this Agreement. LICENSEE will, upon request, provide on a loan basis to LICENSOR a reasonable number of samples of Licensed Products for testing. In the event that LICENSOR shall complain that any Licensed Product does not comply with LICENSOR's quality standards, excepting newly specified standards falling within the ninety (90) day time limit of Section 5.01, it shall promptly so notify LICENSEE by written communication whereupon LICENSEE shall within ninety (90) days suspend the lease, sale or other disposal of the same.

Initial     /s/ Gregory Halpern    /s/ Aasim Saied

Private, Confidential, and Proprietary © 2014 Max Sound Corporation

pg. 12

1.

Unless this Agreement already has been terminated in accordance with the provisions of this section, this Agreement shall terminate five years from the Effective Date and thereafter is renewable at LICENSEE's request and Licensor's acceptance of said request.

2.

In the event that one party breaches any of its material obligations under this Agreement, subject to the conditions of Section 6.3, this Agreement shall terminate upon the non-breaching party’s giving sixty (60) days advance notice in writing, effective on dispatch of such notice, of such termination, giving reasons therefore to the breaching party, provided however, that, if the breaching party, within the sixty (60) day period, remedies the failure or default upon which such notice is based, then such notice shall not become effective and this Agreement shall continue in full force and effect. Notwithstanding the sixty-day cure period provided under the provisions of this Section 6.02, interest due under Section 4.5 shall remain payable and shall not waive, diminish, or otherwise affect any of LICENSOR's rights pursuant to this Section 6.2.

3.

Upon termination of the Agreement, except as provided herein, all licenses granted by LICENSOR to LICENSEE under this Agreement shall terminate, all rights LICENSOR granted to LICENSEE shall revert in LICENSOR, and all other rights and obligations of LICENSOR and LICENSEE under this agreement shall terminate.  However, the following rights and obligations of LICENSOR and LICENSEE shall survive to the extent necessary to permit their complete fulfillment and discharge, with the exception that subsection 3.h shall not apply in case of expiration as provided subsection in 6.1.

 

a.

LICENSEE's obligation to deliver a final royalty report and supplements thereto as required under Section 4;

 

b.

LICENSOR's right to receive and LICENSEE's obligation to pay royalties, under Article IV, including interest on overdue royalties, accrued or accruable for payment at the time of termination and interest on overdue royalties accruing subsequent to termination;

 

c.

LICENSEE's obligation to maintain books and records and LICENSOR's right to examine, audit, and copy as provided under Section 4;

 

d.

any cause of action or claim of either party accrued or to accrue because of any breach or default by LICENSEE;

 

e.

each party’s obligations with respect to Know-How, Confidential Information and Sensitive Information under the applicable provisions of this Agreement;

 

f.

LICENSEE's obligations to cooperate with LICENSOR with respect to Trademark enforcement under Section 3.04, with respect to matters arising before termination;

 

g.

LICENSEE's and LICENSOR's obligations regarding public announcements under Section 8; and

 

h.

LICENSEE shall be entitled to fill orders for Licensed Products already received and to make or have made for it and to sell Licensed Products for which commitments to vendors have been made at the time of such termination, subject to payment of applicable royalties thereon and subject to said Licensed Products meeting LICENSOR's quality standards, provided that LICENSEE promptly advises LICENSOR of such commitment upon termination.

Initial     /s/ Gregory Halpern    /s/ Aasim Saied

Private, Confidential, and Proprietary © 2014 Max Sound Corporation

pg. 13

1.

No right or title whatsoever in the any Intellectual Property, Know-How is granted, or implied to be granted by either party to the other or shall be taken or assumed by either party except as is specifically laid down in this Agreement or otherwise explicitly agreed upon in writing between the parties to this Agreement.

2.

Neither party shall in any respect whatsoever be taken to be the agent or representative of the other party and neither party shall have any authority to assume any obligation for or to commit the other party in any way.

3.

LICENSOR has provided LICENSEE the rights and privileges contained in this Agreement in good faith.  LICENSOR hereby warrants and represents that the MAX SOUND MAX-D API Audio Processing technology, Know-How, Licensed Copyrighted Works, the Licensed Trademarks, or any part thereof embodying any of them are free from infringement of patents, copyrights, trademarks, service marks, or other proprietary rights of third parties.

4.

LICENSOR disclaims all liability and responsibility for consequential damages, whether or not foreseeable, that may result from the manufacture, use, lease, or sale of Licensed Products and parts thereof, and LICENSEE agrees to assume all liability and responsibility for all such damage and injury.

5.

Each party agrees to indemnify, defend, and hold the other harmless from and against all third party claims (including, without limitation, product liability claims), suits, losses and damages including reasonable attorneys' fees and any other expenses incurred in investigation and defense, arising out of each party’s undertakings pursuant to this Agreement, any breach of any terms of this Agreements and/or a breach of such party’s warranties and representations under this Agreement.

6.

The rights, duties and privileges of either party hereunder shall not be transferred or assigned by it either in part or in whole without prior written consent of the other party. However, either party shall have the right to transfer its rights, duties and privileges under this Agreement in connection with its merger and consolidation with another firm or the sale of its entire business to another person or firm, provided that such person or firm shall first have agreed with the other party to perform the transferring party's obligations and duties hereunder.

7.

LICENSEE agrees not to export any technical data acquired from LICENSOR under this Agreement, nor the direct product thereof, either directly or indirectly, to any country in contravention of United States law.

8.

Nothing in this Agreement shall be construed as requiring LICENSOR to export from the United States, directly or indirectly, any technical data or any commodities to any country in contravention of United States law.

1.

The language of this Agreement is English. If translated into another language, this English version of the Agreement shall be controlling. Except as may be agreed by LICENSOR and LICENSEE, all notices, reports, consents, and approvals required or permitted to be given hereunder shall be written in the English language representing the same intent as the original document.

2.

No provision of this Agreement shall be deemed modified by any acts of either party, its agents or employees or by failure to object to any acts of the other party which may be inconsistent herewith, or otherwise, except by a subsequent agreement in writing signed by both parties. No waiver of a breach committed by either party in one instance shall constitute a waiver or a license to commit or continue breaches in other or like instances.

3.

Neither party shall make any public statement unless mutually agreed to by both parties.

4.

Except as otherwise specified in this Agreement, all notices, reports, consents, and approvals required or permitted to be given hereunder shall be in writing, signed by an officer of LICENSEE or LICENSOR, respectively, and sent postage or shipping charges prepaid by certified or registered mail, return receipt requested showing to whom, when and where delivered, or by Express mail, or by a secure overnight or one-day delivery service that provides proof and date of delivery, or by facsimile, properly addressed or transmitted to LICENSEE or LICENSOR, respectively, at the address or facsimile number set forth on the cover page of this Agreement or to such other address or facsimile number as may from time to time be designated by either party to the other in writing. Wire payments from LICENSEE to LICENSOR shall be made to the bank and account of LICENSOR as set forth on the cover page of this agreement or to such other bank and account as LICENSOR may from time to time designate in writing to LICENSEE.

5.

This Agreement shall be construed in accordance with the substantive laws, but not the choice of law rules, of the State of California.

6.

To the full extent permitted by law, LICENSOR and LICENSEE agree that their choice of forum, in the event that any dispute arising under this agreement is not resolved by mutual agreement, shall be the State of California, San Diego County.

7.

In the event that any action is brought for any breach or default of any of the terms of this Agreement or otherwise in connection with this Agreement, the prevailing party shall be entitled to recover from the other party all costs and expenses incurred in that action or any appeal therefrom, including without limitation, all attorneys' fees and costs actually incurred.

8.

Titles and captions in this Agreement are for convenient reference only and shall not be considered in construing the intent, meaning, or scope of the Agreement or any portion thereof.

9.

Throughout this Agreement, words in the singular shall be construed as including the plural and words in the plural shall be construed as including the singular.

Initial     /s/ Gregory Halpern    /s/ Aasim Saied

Private, Confidential, and Proprietary © 2014 Max Sound Corporation

pg. 15

10.

This Agreement contains the entire agreement and understanding between LICENSOR and LICENSEE and merges all prior or contemporaneous oral or written communication between them. Neither LICENSOR nor LICENSEE now is, or shall hereafter be, in any way bound by any prior, contemporaneous or subsequent oral or written communication except insofar as the same is expressly set forth in this Agreement or in a subsequent written agreement duly executed by both LICENSOR and LICENSEE.

11.

Should any portion of this Agreement be declared null and void by operation of law, or otherwise, the remainder of this Agreement shall remain in full force and effect.

12.

Each party represents and warrants to the other party that it is not a party to any agreement, and is not subject to any statutory or other obligation or restriction, which might prevent or restrict it from performing all of its obligations and undertakings under this License Agreement, and that the execution and delivery of this Agreement and the performance, by each party hereto, of its obligations hereunder have been authorized by all necessary action, corporate or otherwise.

13.

IN WITNESS WHEREOF, the said LICENSOR has caused this Agreement to be executed on the cover page of this Agreement, in the presence of a witness, by an officer duly authorized and the said LICENSEE has caused the same to be executed on the cover page of this Agreement, in the presence of a witness, by an officer duly authorized, in duplicate original copies, as of the date set forth on said cover page.

MAX SOUND CORPORTATION

LICENSOR

Initial     /s/ Gregory Halpern    /s/ Aasim Saied

Private, Confidential, and Proprietary © 2014 Max Sound Corporation

pg. 16

Initial     /s/ Gregory Halpern    /s/ Aasim Saied

Private, Confidential, and Proprietary © 2014 Max Sound Corporation

pg. 17

 

•

When processing is complete, the application will return an error code of 0 if it is successful or 1 if it is not.

 

•

The application will write an error message to std_err if an error occurs.

 

•

The input wave file must be 16-bit linear PCM and can be at any sample rate.

Initial     /s/ Gregory Halpern    /s/ Aasim Saied

Private, Confidential, and Proprietary © 2014 Max Sound Corporation

pg. 18