END-USER LICENSE AGREEMENT FOR SONY CREATIVE SOFTWARE CONTENT LIBRARIES
IMPORTANT-READ CAREFULLY: This Sony Creative Software Content End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Sony Creative Software Inc. (“Sony Creative Software”) for the Sony Creative Software Loops, either in downloadable or CD format, for ACID™, Sound Series™ and Vision Series™ content that this EULA came with, which includes loops and associated media, music, songs, printed materials and "online" or electronic documentation (each a "Content Offering"). By licensing, copying or otherwise using any portion of the Content Offering, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not use the Content Offering. Please read this Agreement carefully. Your use of the Content Offering is subject to the terms of this Agreement.
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Content Offering. The Content Offering is licensed, not sold.
1. GRANT OF LICENSE. Sony Creative Software, as Licensor, grants to you, the Licensee, a limited, nonexclusive right to use the Content Offering on a single computer for your individual use. You are free to use the Content Offering in your own original compositions without restriction. Neither the Content Offering nor any portion thereof may be resold or redistributed as loops, music beds, clips, visuals and/or graphic images except as otherwise integrated into your own works. All rights not expressly granted to Licensee are reserved to Sony Creative Software or its licensors. If the Content Offering contains material created by a third party artist (the term "Artist" including a person and/or group performing an original work, performer, producer, engineer and/or anyone or any group who is credited on the Content Offering) you may not use that artist's name for any purpose, including promotional purposes, credits, use in any way of name or likeness, without the advance express written permission of both the Artist and Sony Creative Software.
2. CONTENT OFFERING OWNERSHIP. As the Licensee, you own the CD on which the Content Offering is recorded or fixed. Sony Creative Software shall retain full and complete title to the Content Offering and all subsequent copies of the Content Offering, regardless of the media or form on or in which the original copies may exist. The License is not a sale of the original Content Offering or any of the underlying material.
3. COPYRIGHT. All rights, title, and interest in and to the Content Offering (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Content Offering) and any copies of the Content Offering are owned by Sony Creative Software or its suppliers. Copyright laws and international treaty provisions protect the Content Offering. Therefore, you must treat the Content Offering like any other copyrighted material, except that you may make copies as only provided in this EULA. You may not copy the printed materials accompanying the Content Offering.
4. RESTRICTIONS ON USE. You may not: (a) use the Content Offering on more than one computer at a time without purchasing additional licenses, (b) distribute, share, sublicense, lend, lease or otherwise make the Content Offering available to any third party (on the Internet, an information network or tangible media, by broadcast or in any other manner), (c) modify, adapt, create derivative works from or translate any part of the Content Offering (other than as integrated by you into your work in accordance with this EULA), (d) reverse engineer, decompile or disassemble the Content Offering or otherwise attempt to obtain its source code, (e) remove or alter any copyright, trademark or other proprietary notice contained in the Content Offering or (f) use the Content Offering in any manner not set forth in this EULA or in the Content Offering's documentation.
5. OWNERSHIP OF CONTENT OFFERING. The Content Offering may contain copyrighted material, trademarks and other intellectual property that is provided by and belongs to third parties ("Third Party Providers"). Sony Creative Software and the Third Party Providers own and will retain all title, ownership rights and intellectual property rights in and to the Content Offering. Further, you may not use any Third Party Provider's name, image, likeness or voice for any purpose whatsoever without the prior, express written permission of both the Third Party Provider and Sony Creative Software.
6. ASSIGNMENT. You may assign the Content Offering to a third party only if they agree to be bound by the terms and conditions of this EULA. If you assign the Content Offering, your rights under this EULA will terminate immediately and you must: (a) cease all use of the Content Offering, (b) permanently delete all copies of the Content Offering from the computer on which it has been installed and (c) deliver the original Content Offering to the transferee. You may not retain the original or any copies of the Content Offering.
7. TERMINATION. Your right to use the Content Offering will automatically terminate if you fail to comply with any provision of this EULA. If this EULA is terminated you must: (a) cease all use of the Content Offering, (b) destroy the original and all copies of the Content Offering and (c) permanently delete all copies of the Content Offering from the computer on which it has been installed.
8. LIMITED WARRANTY. THE CONTENT OFFERING IS PROVIDED "AS IS." TO THE FULL EXTENT ALLOWABLE BY LOCAL LAW, SONY CREATIVE SOFTWARE, SONY CREATIVE SOFTWARE'S AFFILIATES AND THE THIRD PARTY PROVIDERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONY CREATIVE SOFTWARE OR A SONY CREATIVE SOFTWARE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. WITHOUT LIMITATION OF THE FOREGOING, SONY CREATIVE SOFTWARE AND THE THIRD PARTY PROVIDERS DO NOT WARRANT THAT: (a) THE CONTENT OFFERING WILL BE ERROR-FREE, (b) YOUR USE OF THE CONTENT OFFERING WILL BE UNINTERRUPTED OR ERROR-FREE, (c) THE CONTENT OFFERING WILL MEET YOUR REQUIREMENTS OR (d) THE CONTENT OFFERING WILL OPERATE WITH THE HARDWARE OR SOFTWARE CONFIGURATION YOU CHOOSE.
9. LIMITATIONS ON LIABILITY. IN NO EVENT WILL SONY CREATIVE SOFTWARE, SONY CREATIVE SOFTWARE'S AFFILIATES OR THE THIRD PARTY PROVIDERS' LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE PRICE PAID BY YOU FOR THE CONTENT OFFERING.
10. EXCLUSION OF REMEDIES. WITHOUT LIMITING ANY OF THE DISCLAIMERS OR LIMITATIONS SET FORTH IN PARAGRAPHS 8 AND 9, ABOVE, IN NO EVENT WILL SONY CREATIVE SOFTWARE, SONY CREATIVE SOFTWARE'S AFFILIATES OR THE THIRD PARTY PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OR INABILITY TO USE THE CONTENT OFFERING (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, USE OF SOFTWARE OR ANY ASSOCIATED HARDWARE OR SOFTWARE, DATA OR GOODWILL), EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. YOUR SPECIFIC RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOUR SPECIFIC RIGHTS MAY VARY FROM JURISDICTION TO JURISDICTION.
12. EXPORT RESTRICTIONS. You agree that you will comply with all applicable export laws, restrictions and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury and any other U.S. or foreign agency or authority. You agree not to export or re-export or allow the export or re-export of the Content Offering in violation of any such law, restriction or regulation, including, without limitation, export or re-export to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to applicable U.S. trade embargoes, or to any party on the U.S. Export Administration Table of Denial Orders or the U.S. Department of Treasury List of Specially Designated Nationals and Blocked Persons, or to any prohibited destination in any of the Country Groups specified in the then current Supplement No. 1 to Part 740 or the Commerce Control List specified in the then current Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any successor supplement or regulations).
13. GOVERNMENT END-USERS. The Content Offering is licensed to the U.S. Government with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and the Commercial Computer Software clause at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Sony Creative Software, 6080 Center Drive, 10th Floor, Los Angeles, California 90045.
14. UPDATES. Sony Creative Software may from time to time make available to you updates for the Content Offering, subject to the terms and conditions of this EULA, or, in Sony Creative Software's sole discretion, Sony Creative Software may make condition release of such upgrades to you upon your acceptance of another EULA or other execution of a separate agreement. If you should elect to install or otherwise use updates, your use of such updates will be subject to the applicable license and the terms and conditions of this EULA or other agreement.
15. MISCELLANEOUS. This EULA will be binding upon and inure to the benefit of Sony Creative Software and you, and our respective successors and permitted assigns. If any provision of this EULA is determined to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision of this EULA. Any waiver of any breach or failure to enforce any provision of this EULA will not be deemed a future waiver of such term or a waiver of any other provision. Any waiver, amendment, supplementation or modification of any provision of this EULA will be effective only if it is in writing and signed by Sony Creative Software and you. This EULA shall be governed by the laws of the United States and the State of California, irrespective of California's conflicts of laws rules. Any action arising out of or relating to this EULA may be brought exclusively in the appropriate state or federal court in Los Angeles, California, and Sony Creative Software and you irrevocably consent to the jurisdiction of such courts and venue in Los Angeles County, California. This EULA constitutes the entire agreement between Sony Creative Software and you with respect to the subject matter of this EULA. Sections 8 through 10, 14 and 15 will survive the termination of this EULA.