END-USER LICENSE AGREEMENT FOR SONY CREATIVE SOFTWARE PRODUCTION MUSICIMPORTANT-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 Production Music. By licensing, copying or otherwise using any portion of the Production Music, 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 Production Music. Please read this Agreement carefully. Your use of the Production Music 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 Production Music. The Production Music 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 Production Music in your own original multimedia productions without restriction. Neither the Production Music nor any portion thereof may be resold or redistributed as loops, music beds, record albums, or any other form of stand-alone music performances except as integrated into your own multimedia works. All rights not expressly granted to Licensee are reserved to Sony Creative Software or its licensors. 2. PRODUCTION MUSIC OWNERSHIP. Sony Creative Software shall retain full and complete title to the Production Music and all subsequent copies of the Production Music, regardless of the media or form on or in which the original copies may exist. The License is not a sale of the original Production Music or any of the underlying material.3. COPYRIGHT. All rights, title, and interest in and to the Production Music and any copies of the Production Music are owned by Sony/ATV Music Publishing LLC. Copyright laws and international treaty provisions protect the Production Music. Therefore, you must treat the Production Music like any other copyrighted material, except that you may make copies as only provided in this EULA.4. USER PRODUCT PERFORMANCE RIGHTS. In territories where direct performance licenses can be granted, End User Product will fall under a direct performance license. In territories where performance licenses must go through Performing Rights Organizations, then local rules will apply and the duty to follow such rules shall fall exclusively on the End User. Sony Creative Software accepts no liability to Provider for End User’s lack of compliance, and Provider waives any claims against Sony Creative Software for any failure to follow rules regarding performance licenses of any kind. Cue sheets shall list Song Names as derived from the associated Content, and SONY/ATV shall be listed as both Composer and Publisher.5. RESTRICTIONS ON USE. You may not: (a) distribute, share, sublicense, lend, lease or otherwise make the Production Music available to any third party (on the Internet, an information network or tangible media, by broadcast or in any other manner), (b) modify, adapt, create derivative works from or translate any part of the Production Music (other than as integrated by you into your work in accordance with this EULA), or (c) use the Production Music in any manner not set forth in this EULA or in the Production Music's documentation.6. ASSIGNMENT. You may assign the Production Music to a third party only if they agree to be bound by the terms and conditions of this EULA. If you assign the Production Music, your rights under this EULA will terminate immediately and you must: (a) cease all use of the Production Music, (b) permanently delete all copies of the Production Music from the computer on which it has been installed and (c) deliver the original Production Music to the transferee. You may not retain the original or any copies of the Production Music.7. TERMINATION. Your right to use the Production Music 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 Production Music, (b) destroy the original and all copies of the Production Music and (c) permanently delete all copies of the Production Music from the computer on which it has been installed.8. LIMITED WARRANTY. THE PRODUCTION MUSIC IS PROVIDED "AS IS." TO THE FULL EXTENT ALLOWABLE BY LOCAL LAW, SONY CREATIVE SOFTWARE AND, SONY CREATIVE SOFTWARE'S AFFILIATES 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 DOES NOT WARRANT THAT: (a) THE PRODUCTION MUSIC WILL BE ERROR-FREE, (b) YOUR USE OF THE PRODUCTION MUSIC WILL BE UNINTERRUPTED OR ERROR-FREE, (c) THE PRODUCTION MUSIC WILL MEET YOUR REQUIREMENTS OR (d) THE PRODUCTION MUSIC 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 PRODUCTION MUSIC.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 OR, SONY CREATIVE SOFTWARE'S AFFILIATES 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 PRODUCTION MUSIC (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 Production Music 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 Production Music 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. 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.