CHANNEL LICENSE AGREEMENT

Effective Date: July 1, 2025

THIS CHANNEL LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND SHURE INCORPORATED (“SHURE”).  ACTIVATION AND USE OF THE CHANNEL LICENSE IS GOVERNED BY THIS AGREEMENT.

BY ACTIVATING OR USING THE CHANNEL LICENSE, OR BY SIGNING THIS AGREEMENT, OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT BY CLICKING A BOX OR BUTTON THAT IS ASSOCIATED WITH “I UNDERSTAND AND ACCEPT THE CHANNEL LICENSE AGREEMENT” OR “ACCEPT” OR “OK” OR “CONTINUE” OR SIMILAR LANGUAGE, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS CHANNEL LICENSE AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACTIVATE OR USE THE CHANNEL LICENSE.

THE ARBITRATION CLAUSE IN SECTION 15.6 (ARBITRATION) OF THIS AGREEMENT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

1. Definitions.

1.1 “Affiliate” means, with respect to any party, an entity (i) which is directly or indirectly controlling such party; (ii) which is under the same direct or indirect ownership or control as such party; or (iii) which is directly or indirectly owned or controlled by such party. An entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs, and/or to control the composition of its board of directors or equivalent body.

1.2 “Agreement” means this Channel License Agreement.

1.3 “Authorized Reseller” means a Shure distributor or reseller authorized in writing by Shure to provide Support and/or distribute the Shure products and Channel Licenses.

1.4 “Authorized Transfer” means the transfer of one or more channels of a Channel License to another entity under a sublicense, transfer or assignment of all or part of a Channel License, only as permitted under Section 15.1 (Transfer) and subject to all applicable terms and conditions hereunder.

1.5 “Change of Control” means the occurrence of any of the following events: (a) a merger, consolidation, or other business combination involving the entity where the entity is not the surviving entity or where the holders of the entity’s voting securities prior to the transaction hold less than 50% of the voting securities of the surviving entity after the transaction; (b) the sale, lease, transfer, or other disposition of all or substantially all of the entity's assets; or (c) the acquisition by any person or group of persons acting in concert of beneficial ownership of more than 50% of the entity’s voting securities.

1.6 “Channel License” means a license provided by Shure to you for use of a designated number of audio channels on or with Managed Devices that are Supported Products, and according to your Product Entitlements.

1.7 “Confirmation Notice” means a confirmation email or other printed or electronic notice issued by Shure to you confirming the applicable Channel License provided to you, including the applicable Product Entitlements.

1.8 “Documentation” means explanatory materials in printed or electronic form provided by Shure in connection with the Channel License, including the materials relating to Managed Devices and ShureCloud that are available at shure.com.

1.9 “License Credentials” means the license ID, activation codes, passwords, IDs or other credentials provided to you by Shure or an Authorized Reseller and required for you access to your Channel License(s). License Credentials may be provided in your Confirmation Notice, through ShureCloud, or other communication from Shure or an Authorized Reseller.

1.10 “Licensed Channel” means an audio channel that is associated with and activated under a Channel License.

1.11 “Managed Device” means a Shure branded product, such as a receiver, microphone, or other Shure branded audio or video product, or any other related hardware, equipment, peripheral, device or product that is a Supported Product and managed by your Organization in ShureCloud.

1.12 “Organization” means a company, group, or other entity identified and setup as an organization in ShureCloud.

1.13 “Product Entitlements” means the applicable features and functions, number of channels, supported products, duration of licensed use, restrictions, and other details on the use of the Channel License as set forth in the Confirmation Notice and described further in Section 4 below.

1.14 “Shure” means Shure Incorporated, with offices located at 5800 W. Touhy Avenue, Niles, Illinois 60714 and any affiliate of Shure to which any rights or obligations under this Agreement are transferred or delegated.

1.15 “ShureCloud” means Shure’s online platform that enables you to remotely manage and/or monitor your Managed Devices and Channel Licenses.

1.16 “Supported Products” means the products that are identified by Shure as being compatible or supported for use with a Channel License.

1.17 “Support” means assistance with troubleshooting and resolving any errors, defects, malfunctions, problems or other issues relating to the Channel License or Managed Device.

1.18 “You” or “you” means the individual entering into this Agreement or, if different, the person, company, or legal entity on whose behalf that individual has entered into this Agreement.

2. Channel License Grant. Shure grants you a non-sublicensable, non-transferable (except for Authorized Transfers), non-exclusive, limited license, during the License Term, to use the Channel License for your legitimate business operations, with Managed Devices, solely as permitted within the scope of the Product Entitlements, expressly conditioned upon the terms of this Agreement and your Confirmation Notice.

3. Documentation. Subject to the terms and conditions of this Agreement, you may make a reasonable number of copies of the Documentation and use those copies for your internal business operations in connection with your authorized use of the Channel License. You may not publish or distribute any Documentation to any third parties either in hard copy or electronic format.

4. Product Entitlements.

4.1 Generally. The permitted use of Licensed Channels depends on the license granted to you (e.g., number of Licensed Channels covered by the Channel License) and is subject to the Product Entitlements set forth in your Confirmation Notice and in this Agreement.

4.2 Supported Products. Supported Products may be identified by SKU, model number, or product name in Product Entitlements, Confirmation Notice, ShureCloud, shure.com or other Documentation. Availability of Supported Products, frequency range, and licensed features may vary depending on the region and applicable regulations where Supported Products are used or sold. From time-to-time as deemed necessary or useful by Shure, including without limitation, for purposes of complying with applicable law, Supported Products may be discontinued or additional Supported Products may be identified by Shure as compatible or supported for use with a Channel License. Shure may make changes to or discontinue one or more Supported Products upon written notice, including by publicly posting such notice on ShureCloud or on shure.com.

4.3 Limitations. You will not: (a) sublicense, lease, rent, loan, or otherwise transfer the Channel License or Documentation to any third party except as explicitly permitted in this Agreement; (b) use the Channel License or Documentation for any purpose other than internal business purposes, or make the Channel License or Documentation available to any third party as part of any time-sharing, ASP, cloud service, or service bureau arrangement; (c) tamper with, or attempt to circumvent or disable, any security feature or licensing control function for any Channel License or Documentation, including without limitation the License Credentials; (d) remove or modify any program markings or any notice of Shure’s or its licensors’ proprietary rights; or (e) otherwise use the Channel License or Documentation except as expressly permitted in this Agreement. No distribution of the Channel License or Documentation is permitted under this Agreement.

4.4 License Term. The “License Term” is the period of time during which the licensed rights described in this Agreement may be exercised. The License Term commences on the effective date provided in the Confirmation Notice and continues for the subscription period specified in the Confirmation Notice. If no effective date is provided in the Confirmation Notice, then License Term commences on the date that the Confirmation Notice is sent. If your Confirmation Notice specifies a subscription period, the License Term will extend for the subscription period and automatically expires at the end of the subscription period or unless you renew the subscription license by paying the applicable license fees for an additional subscription period. The subscription period may be specified by an effective date and an expiration date, a start date and an end date, or similar. If no subscription period or expiration date is identified in the Confirmation Notice, then the License Term continues indefinitely. The License Term is subject to early termination in accordance with the terms of this Agreement.

5. Conditions of Use.

5.1 Activating and Managing Channel Licenses. You must have an active ShureCloud user account to activate and manage your Channel Licenses.

(a)    You may use ShureCloud to manage only those Channel Licenses and Managed Devices that have been registered or associated with your ShureCloud account or Organization. Use of the ShureCloud platform is subject to, and you agree to comply with, the latest version of the Cloud Terms of Use. For more information on how to use ShureCloud, please refer to the ShureCloud User Guide (https://p.shure.com/shurecloud-help) and the ShureCloud Security Guide (https://p.shure.com/shurecloud-security).  

(b)   Each Channel License may only be used on one Managed Device at a time and may not be used simultaneously on multiple devices. To transfer a Channel License from one Managed Device to another Managed Device, you must deactivate the Channel License from the first Managed Device before assigning to another Managed Device.

(c)    A Managed Device must be online and connected to ShureCloud in order to activate or deactivate a Channel License on that Managed Device.

5.2 Managed Devices. Managed Devices are sold separately from Channel Licenses. Some Managed Devices may have limited or no functionality without a Channel License. You are responsible for any software or firmware updates that are required to maintain functionality of your Managed Devices. Failure to maintain necessary software or firmware updates on Managed Devices may impact your ability to use or manage Channel Licenses on those Managed Devices.

5.3 Other Terms. You understand and agree that (a) if your Channel License was purchased from an Authorized Reseller, you will contact the Authorized Reseller through which you obtained the Channel License to report problems and to obtain Support, (b) if Shure is notified of an issue with the Channel License by an Authorized Reseller, upon Shure’s request you will cooperate with Shure to verify and replicate any reported problems with the Channel License and provide Shure with reasonable access to all necessary personnel to answer questions regarding problems reported by you, and (c) you are responsible for archiving your data to mitigate against losses, including but not limited to losses caused by issues with equipment, networks, infrastructure or operations.

6. Payments. You will pay the applicable license fees and other amounts payable with respect to any Channel License granted to you, all of which are nonrefundable for any reason. If you obtained the Channel License through an Authorized Reseller, any failure to pay amounts owed to the Authorized Reseller will constitute a breach by you of this Agreement.

7. Proprietary Rights. The Channel License and Documentation are licensed not sold. As between Shure and you, Shure owns all right, title and interest in and to the Channel License and Documentation and all intellectual property rights in the Channel License and Documentation (collectively, “Shure Proprietary Technology and Rights”). You do not acquire any ownership of, or any ownership interest in, any Shure Proprietary Technology and Rights under this Agreement. You do not acquire any other rights in or to any Shure Proprietary Technology and Rights under this Agreement other than the license rights expressly granted in this Agreement, whether by implication, estoppel, waiver or otherwise.

8. Limited Warranty; Remedies. Shure warrants to you that the Channel License will perform substantially in accordance with the Documentation for a period of 30 days from the date that the Channel License is initially activated on a ShureCloud account. Any transfer or assignment of the Channel License will not extend the term of this Limited Warranty. To the maximum extent permitted by applicable law, Shure’s and its suppliers’ entire liability and your exclusive remedy for failure of the Channel License to conform to the foregoing warranty is, at Shure’s option, either (a) repair or replacement of the Channel License that does not meet the warranty, or (b) deactivation of the Channel License and termination of this Agreement and refund of payments received by Shure for the Channel License. The warranty in this Section 8 will not apply, and Shure will have no responsibility or liability, if (A) the Channel License is not used in accordance with this Agreement or the Documentation, (B) the Channel License or any part thereof is modified by anyone other than Shure, or (C) a malfunction is caused by any equipment or software not provided by Shure (collectively, the “Exclusions”). Any replacement Channel License will be warranted for the remainder of the original warranty period, if any. Shure will be obligated to honor this warranty only if you inform Shure in writing of the nonconformity with the Channel License during the applicable warranty period.

9. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, THE CHANNEL LICENSE, DOCUMENTATION, MAINTENANCE AND ANY RELATED SERVICES OR OTHER ITEMS ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND SHURE, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THE CHANNEL LICENSE, DOCUMENTATION, MAINTENANCE, SERVICES, OR OTHER ITEMS PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF USE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT, ANY WARRANTIES ARISING BY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, OR ANY WARRANTIES THAT CHANNEL LICENSE, DOCUMENTATION OR MAINTENANCE WILL BE FREE OF ERRORS, BUGS, VIRUSES OR DEFECTS. IN ADDITION, SHURE DOES NOT WARRANT THAT THE CHANNEL LICENSE, OR ANY NETWORK, EQUIPMENT OR SYSTEM ON WHICH THE CHANNEL LICENSE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. TO THE EXTENT THAT SHURE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED PURSUANT TO SUCH LAW.

10. Disclaimer of Certain Damages. IN NO EVENT WILL SHURE, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR BUSINESS OR DAMAGES TO THE SYSTEM THE CHANNEL LICENSE IS RUNNING ON) ARISING OUT OF OR RELATED TO THIS AGREEMENT, BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE CHANNEL LICENSE, OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY OR OTHER THEORY, EVEN IF SHURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Limitation of Liability. SHURE’S, ITS AFFILIATES’ AND ITS SUPPLIERS’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE CHANNEL LICENSE OR MAINTENANCE OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY OR OTHER THEORY WILL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO SHURE OR TO AUTHORIZED RESELLERS FOR THE CHANNEL LICENSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.

12. Infrastructure and Operation. Except to the extent that Shure has agreed to provide any services pursuant to a separate, written services agreement between you and Shure, you will be responsible for (a) activation, provisioning, configuration, testing, and operation of the Channel License, (b) obtaining, provisioning and maintaining any and all computers, mobile devices, Managed Devices, other equipment or hardware, software (including operating systems and updates), internet and other network connectivity, electrical supply, and appropriate facilities and environmental conditions, all in conformance with any system requirements or other specifications specified in the Documentation, and (c) obtaining, provisioning and maintaining any third-party services necessary for use or operation of the Channel License or Support, or any features or functions of the Channel License or Support.

13. Data Collection and Use. You agree that Shure (and third parties acting on behalf of or authorized by Shure) may collect, store, and analyze aggregated statistical data and information on about the status, use and operation of the Channel License, including, without limitation, information collected through connections established between servers operated by or on behalf of Shure and your Managed Devices through the internet (collectively, “Usage Data”). We own all right, title and interest, including, without limitation, all intellectual property rights, in and to the Usage Data and may use the Usage data for purposes of ensuring security, product support, compliance with license terms, providing services in connection with the Channel License, Support, ShureCloud, and improving related service and product offerings. Usage Data does not include your personal data. Any personal data that we collect and all communications made by us through or in connection with this Services is subject to our Privacy Policy at https://www.shure.com/en-US/meta/privacy. You consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

14. Termination of Channel License; Suspension. If you breach or otherwise fail to comply with any term or condition of this Agreement (including any payment obligations to Shure or any Authorized Reseller), Shure may, in addition to and without prejudice to any other rights or remedies, at its option and discretion (a) terminate the Channel License without any obligation to provide notice, or (b) suspend any license rights hereunder without any obligation to provide notice. You will not be entitled to any refunds of any prepaid fees (whether license fees, support fees or other amounts) in the event of any such termination or suspension. Upon expiration or termination of the Channel License, you will cease to have any license or other right to use or copy any Channel License or Documentation or any other license rights under this Agreement, and you will deactivate all Channel Licenses and permanently delete or destroy Documentation in your possession or control. The following Sections survive any expiration or termination of the Channel License or this Agreement: Sections 4.3, 7, 8, 9, 10, 11, 12, 14, 15, and 16.

15. Miscellaneous.

15.1 Transfer. You may not transfer the Channel License, Documentation or any of your rights under this Agreement to any third party except in strict accordance with this Section. Any request to transfer a Channel License to a third party (“Transferee”) must meet the following conditions: (a) a license transfer request must be completed and submitted to Shure by both parties in accordance with all applicable instructions using Shure’s designated license transfer request form (which may be presented through a web form or process or otherwise presented electronically or though other means at Shure’s discretion), along with all information reasonably requested by Shure, (b) the transfer or assignment is permanent, and you do not retain any rights under the Channel License after the transfer or assignment effected; (c) the Transferee must expressly assume, in writing, all obligations under the then-current version of this Channel License Agreement and agree to comply with all terms and conditions applicable to the use of the Channel License that are transferred to the Transferee, including but not limited to the Conditions of Use; and (d) any transfer or assignment of a Channel License will not extend the term of the Limited Warranty. Shure may at its discretion decline to approve or support any transfer request, subject to requirements of applicable law that may require a license to be transferable. Any attempted transfer or assignment without satisfying these conditions, or otherwise in breach of this Agreement, shall be void and of no effect. Shure may require payment of a relicensing fee or service fee not exceeding then-current Channel License fees at the time of the transfer request, unless prohibited by applicable law.

15.2 Compliance with Laws and Export Controls. You will use any and all Channel Licenses and Documentation in a lawful manner and in accordance with all applicable laws, including, without limitation, export control laws and local laws of the country or region in which you reside or in which you access or use the Channel Licenses and Documentation. Without limiting any other terms of this Agreement, you agree to comply with all applicable import and export control and sanctions laws in any relevant jurisdictions including but not limited to the Export Administration Regulations (15 CFR Part 730 et seq.) maintained by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and REGULATION (EU) 2021/821 of the European Union (“EU”). In particular, but without limitation, you shall not directly or indirectly use, transfer, export, re-export the Channel Licenses and Documentation (a) into any country subject to sanctions, embargoes or export restrictions under any applicable law including but not limited with the laws maintained by U.S. BIS and OFAC, and similar restrictions and embargoes by EU, UK, OSCE, and/or UN, or (b) to or for use by anyone who is directly or indirectly subject to sanctions, embargoes or export restrictions or listed on any denied or restricted party lists in any relevant jurisdiction and under any applicable laws including the above mentioned laws, or (c) to or for any military, police or intelligence entities, or for any military end-use related purposes including, without limitation, the development, design, manufacture or production of missiles or weapons, or (d) in violation of any applicable laws or regulations thereof. By using the Channel Licenses or Documentation, you represent and warrant that you are not located in any such country or on any such list and you will not permit anyone located in any such country or any such list to use or access any Channel License or Documentation.

15.3 U.S. Government License Rights. All Channel Licenses provided to the U.S. government are provided with the commercial license rights and restrictions described in this Agreement. By copying or using the Channel License or Documentation, the U.S. government agrees that the Channel License is a “commercial product” within the meaning of FAR Part 12. To the extent that Channel License is considered to be software, the U.S. government agrees that the Channel License is “commercial computer software” or “commercial computer software documentation” within the meaning of FAR Part 12.

15.4 Trademarks. This Agreement does not grant you any rights in connection with any trademarks, service marks, logos, or branding of Shure or its suppliers.

15.5 Governing Law; Jurisdiction. All disputes arising out of or relating to this Agreement or its subject matter will be governed by the substantive laws of the State of Illinois, without giving effect to its rules relating to conflict of laws to the contrary; provided that the U.S. Federal Arbitration Act will govern and supersede any conflicting or inconsistent state law with respect to disputes subject to arbitration. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Uniform Computer Information Transactions Act as enacted shall not apply. Except for disputes subject to arbitration, you expressly agree that the state and federal courts located in Cook County, Illinois shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter and that you will not initiate any proceeding in any other jurisdiction.

15.6 Arbitration. With the exception only of disputes related to the enforcement or validity of either your or Shure’s (or its licensors’) intellectual property rights, all disputes, controversies or claims arising out of or relating to this Agreement, breach of this Agreement or any Channel License, products, services or transactions related to this Agreement, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration proceedings will be conducted in Chicago, Illinois and in the English language by a panel of three arbitrators. The arbitrators shall adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party shall allow and may obtain discovery of any matter not privileged which is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in a United States District Court. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION 15.6, BOTH YOU AND SHURE ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.

15.7 Attorneys’ Fees. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.

15.8 Severability. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be illegal or unenforceable, the provision will be modified so as to be enforceable to the maximum extent possible under applicable law in accordance with the original intent of the provision and the remainder of this Agreement will remain in full force and effect.

15.9 Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. The most recent version of the terms and conditions of this Agreement, and any changes made to this Agreement, will be posted on the shure.com website. You agree that your use of the Channel Licenses and Documentation will be governed by the version of the Agreement in effect at the time of use.

16. Additional Terms.

16.1 Evaluation License. If a Channel License has been provided you at no cost for demonstration purposes or for purposes of evaluation, it will be considered an “Evaluation License” and the provisions of this section apply and shall supersede the license granted in Section 2 and any other conflicted terms of this Agreement. Shure grants to you a non-sublicensable, non-transferable, non-exclusive, limited license to use the Evaluation License for internal, non-production evaluation purposes only and is limited to thirty (30) days unless otherwise agreed to in writing by Shure. The Evaluation License is provided to you “AS IS” and Shure disclaims any warranty or liability obligations to you of any kind. Shure has no obligation to provide maintenance or any other support available for the Evaluation License. Any information about the Evaluation License gathered from its use shall be used solely for evaluation purposes, and you shall not provide such information to any third parties. The restrictions described in Section 4.3 apply. If you fail to stop using the Evaluation License after the evaluation period has expired, Shure may, at its discretion, invoice you in an amount equal to the list price for a Channel License and you shall pay such invoice upon receipt. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, SHURE’S LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER THIS AGREEMENT RELATED TO EVALUATION SOFTWARE, OR IN CONNECTION WITH EVALUATION SOFTWARE, SHALL BE LIMITED TO THE SUM OF FIFTY (50) U.S. DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY IN TOTAL.

16.2 Authorized Resellers. Channel Licenses are licensed directly by Shure to each end user of a Channel License (each, an “End User”). Authorized Resellers do not acquire any license rights to Channel Licenses in connection with their resale or distribution of Shure products, and Authorized Resellers do not have any right to grant, transfer or assign any licenses or sublicenses under this Channel License Agreement. As between any Authorized Reseller and Shure, Shure will own all data relating to former, current, and prospective End Users and provided to, created by or otherwise obtained by Shure in connection with purchase, support or operation of the Channel License (collectively, “Customer Data”). Authorized Resellers are responsible for ensuring that their agreements with End Users, and their privacy policies and any other policies, terms and conditions are compliant with applicable laws and consistent with the terms of this License Agreement.