YAMAHA Musicsoft Downloader Software License Agreement ------------------------------------------------------------------ ATTENTION You are only permitted to use this software program pursuant to the terms and conditions of the attached Software License Agreement ("Agreement"). It is an agreement between you (as individual or a legal entity) and Yamaha Corporation ("Yamaha"). The Yamaha software program(s) downloadable or installable hereunder is/are licensed by Yamaha and Yamaha's licensor(s) to you for use only that is compliant with the Agreement. Please read this Agreement carefully. Downloading this software program(s) or breaking the seal of its package signifies your agreement to all the terms and conditions set forth therein. If you do not agree with the terms, do not download, install, copy, or otherwise use this software program(s). SOFTWARE LICENSE AGREEMENT 1. GRANT OF LICENSE AND COPYRIGHT Yamaha hereby grants you the right to use one copy of the Yamaha software program(s) and data ("SOFTWARE"), that may be delivered under this SOFTWARE LICENSE AGREEMENT ("Agreement"), on a single-user per CPU basis. You may not use it on more than one CPU. The SOFTWARE is owned by Yamaha and/or Yamaha's licensor(s), and is protected by relevant copyright laws and all applicable treaty provisions. While you are entitled to claim ownership of data created with the use of SOFTWARE, the SOFTWARE will continue to be protected under relevant copyrights. 2. RESTRICTIONS The SOFTWARE is copyrighted. You may not engage in reverse engineering or reproduction of the SOFTWARE by any method whatsoever. You may not reproduce, modify, change, rent, lease, resell, or distribute the SOFTWARE in whole or in part, or create derivative works of the SOFTWARE. You may not transmit or share in a network the SOFTWARE with other computers. You may transfer ownership of the SOFTWARE, provided that you retain no copies and the recipient agrees to the terms and conditions of this Agreement. Copyrighted songs obtained by means of the SOFTWARE are subject to the following restrictions which you must observe. Data received by means of the SOFTWARE may not be used for any commercial purposes. Data received by means of the SOFTWARE may not be duplicated, transferred, or distributed, or played back or performed for listeners in public without permission of the copyrighted owner. The encryption of data received by means of the SOFTWARE may not be removed nor may the electronic watermark be modified without permission of the copyright owner. The SOFTWARE may not be used to distribute illegal data or data that violates public policy, nor may you initiate services based on the use of the SOFTWARE without permission by Yamaha Corporation. 3.TERMINATION The licensing of the SOFTWARE becomes effective on the day that you receive the SOFTWARE. If any one of the copyright laws or provisions of the Agreement is violated, this Agreement shall terminate automatically without notice by Yamaha. In such a case, you must destroy the licensed SOFTWARE and its copies immediately. 4. PRODUCT WARRANTY YAMAHA PROVIDES NO WARRANTY FOR THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PATICULAR PURPOSE. YOU WILL BE PERMITED, HOWEVER, TO RE-DOWNLOAD OR TO RE-INSTALL THE SOFTWARE IF IT DOES NOT PERFORM UNDER NOMAL CONDITIONS THE FUNCTIONS DESCRIBED BY YAMAHA. OTHERWISE THE SOFTWARE IS PROVIDED "AS IS, WHERE IS." 5. LIMITED LIABILITY YAMAHA'S ENTIRE OBLIGATIONS HEREUNDER SHALL BE TO PERMIT USE OF THE SOFTWARE UNDER THE TERMS HEREOF. IN NO EVENT SHALL YAMAHA BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST DATA OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE, EVEN IF YAMAHA OR AN AUTHORIZED DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM BY ANY OTHER PARTY. 6. GENERAL This Agreement shall be interpreted according to and governed by Japanese law without reference to any principles of conflicts of law.