DIRECTED ELECTRONICS, INC. END USER LICENSE AGREEMENT
CLIFFORD WIZARD G5

This License Agreement, made between Directed Electronics, Inc., a corporation of the State of California 
hereinafter referred to as LICENSOR, and the acknowledged recipient end user of this software, hereinafter 
referred to as LICENSEE.

Witnesseth:

Whereas, LICENSOR has developed and is the sole and exclusive owner of a proprietary software package entitled 
Clifford Wizard G5, hereinafter referred to as SOFTWARE;

Whereas, LICENSEE desires to accept a license from LICENSOR to use the SOFTWARE; and

Whereas, LICENSOR desires to grant non-exclusive licenses on the SOFTWARE;

Now Therefore, LICENSOR grants and LICENSEE accepts a personal, non- transferable and non-exclusive right and 
license to use the SOFTWARE upon the terms and conditions set forth below:

1. License. Directed grants you a non-exclusive license to use the SOFTWARE free of charge if you are a Authorized 
Licensed Dealer of Directed Electronics, Inc. Each license granted under this Software License Agreement conveys 
to LICENSEE only a personal, non-exclusive, non-transferable right and license to use the SOFTWARE. This Software 
License Agreement may not be assigned by LICENSEE and the SOFTWARE to which it applies, the documents and materials 
relating thereto may not be disclosed, sublicensed, published, released or transferred to another party by LICENSEE 
without the prior written consent of LICENSOR.

2. Term. This Software License Agreement shall commence upon the receipt by LICENSEE of the SOFTWARE and shall 
terminate according to the provisions of Paragraph 12 or upon termination of its use by LICENSEE or upon 
termination of the LICENSEES authorized licensed dealer relationship with LICENSOR.

3. Disclaimer of Warranty. THIS FREE OF CHARGE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY 
KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND 
NON- INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND THE ACCURACY OF ALL 
INFORMATION IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND NOT DIRECTED OR ITS SUPPLIERS ASSUME THE 
ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY DIRECTED SOFTWARE HAVE 
INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS. THIS 
DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. 

4. Protection and Security. LICENSEE acknowledges that the SOFTWARE constitutes a valuable asset and trade secret 
of LICENSOR and LICENSEE further acknowledges that LICENSOR has an exclusive proprietary right and interest in and 
to the SOFTWARE and that any information, documents, flow charts, logic diagrams, source code, test materials, data 
or the like relating in any way to the SOFTWARE is LICENSOR's CONFIDENTIAL Trade Secret Information.

a. LICENSEE, therefore, agrees to use the SOFTWARE only as provided in this Software License Agreement and only 
during the term of the license granted by this Software License Agreement. LICENSEE further agrees not to provide 
or otherwise make available any written materials, documents, flow charts, logic diagrams, source code, test 
materials, data or other information relating to the SOFTWARE in any form, to any person other than LICENSEE's or 
LICENSOR's employees without prior written consent from LICENSOR.

b. LICENSEE agrees not to use the SOFTWARE on any computer other than the computer SOFTWARE currently installed at 
LICENSEE's principal place of business. 

c. LICENSEE further agrees to protect all written materials, flow charges, logic diagrams, source code, test 
materials, data or other information relating to the SOFTWARE, in any form, from unauthorized disclosure by its 
agents, employees or customers.

d. LICENSEE expressly agrees that any use not in accordance with the foregoing is an unauthorized use of the 
SOFTWARE.

5. Indemnification. In the event that any portion of the SOFTWARE or related materials furnished to LICENSEE by 
LICENSOR is, in LICENSOR's sole opinion, likely to or does become the subject of a claim of infringement of a 
copyright or patent LICENSOR may, at its option and expense, procure the right to continue using the SOFTWARE or 
related materials or modify the SOFTWARE or related materials to make them non-infringing. If in LICENSOR's 
opinion, neither of the foregoing alternatives is reasonably available to LICENSOR then LICENSOR may terminate this 
Software License Agreement at will with or without written notice to LICENSEE.

6. Cancellation or Termination. This License is effective until terminated. You may terminate it at any time by 
destroying this program together with all copies. It will also terminate on conditions set forth elsewhere in this 
Agreement or if you fail to comply with any term or condition of this Agreement.  The right and license granted 
hereunder may be cancelled by either party at any time upon default by the other party of any covenant of this 
Software License Agreement if such default is not corrected within thirty (30) days after receipt of written notice 
thereof or upon termination of LICENSEES Authorized Licensed Dealer Agreement.

a. You agree on termination to destroy this program together with all copies.  Within three (3) days after the 
termination of this Software License Agreement for default of this Agreement for any reason, LICENSEE shall destroy 
or deliver to LICENSOR any and all portions of the SOFTWARE and any information, documents, flow charts, logic 
diagrams, source code, test materials source code, data or the like relating thereto and all copies thereof in 
whatever form, including partial copies, which may have been modified by LICENSEE or LICENSOR.

7. Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR LOSS OF PROFIT OR OTHER ECONOMIC 
LOSS, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, ARISING OUT OF ANY BREACH OF THIS SOFTWARE LICENSE 
AGREEMENT OR ANY OBLIGATIONS UNDER THIS AGREEMENT OR THE LICENSE GRANTED OR FOR ANY CLAIM MADE AGAINST LICENSEE BY 
ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.

8. Miscellaneous. LICENSEE agrees not to hire, solicit for hire, or otherwise employ, either on a full time or a 
part time basis, any employee, agent or independent contractor of LICENSOR during the term of this Software 
License Agreement and for a period of two (2) years after the termination or cancellation thereof by either party.

a. Both parties agree that the provisions of this Software License Agreement are severable and should any of the 
provisions be deemed invalid, then only that provision should fail, and the remainder of this Software License 
Agreement shall be in full force and effect.

b. This Software License Agreement and the performance thereunder shall be construed and regulated in accordance 
with the laws of the State of California.  Venue shall be at the city of Vista, California.

c. This Software License Agreement constitutes the entire agreement and understanding between the parties hereto 
and supersedes all prior understandings and agreements, written or oral, and shall not be modified or altered 
except by written instrument duly executed by the parties.

BY CLICKING ON THE "ACCEPT" BUTTON OR OPENING THE PACKAGE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF 
YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION 
PROCESS WILL NOT CONTINUE, AND, IF APPLICABLE, RETURN THE PRODUCT TO DIRECTED ELECTRONICS, INC., ONE VIPER WAY, 
VISTA, CALIFORNIA 92081.
DIRECTED ELECTRONICS, INC. END USER LICENSE AGREEMENT REDISTRIBUTION NOT PERMITTED

