SoundSwitch Legal Terms & Conditions and End User License Agreement

inMusic Brands, Inc. and its affiliates and subsidiaries (“inMusic” or “us” or “we” or “Company”) maintain this website and/or our related services for your personal use, information, education, communication and enjoyment.

These Terms and Conditions of Use (the “Terms of Use”) apply to the inMusic web site located at www.inmusicbrands.com, and all associated sites linked to www.inmusicbrands.com by inMusic and/or owned by inMusic, its subsidiaries and affiliates, including inMusic sites around the world (collectively, the “Site”). The Site is the property of inMusic Brands, Inc. (“inMusic”) and its licensors. Please read these Terms of Use carefully before accessing or using the Site, so that you fully understand your rights and responsibilities. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

inMusic reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. All changes will be effective immediately upon their posting on the Site. Material changes will be posted conspicuously on the Site. It is your responsibility to check these Terms of Use periodically for changes. By accessing the Site following posting of changes to the Terms of Use, you accept and agree to all such changes. inMusic grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site provided that you comply with these Terms of Use.

These Terms of Use constitute the entire agreement between you and inMusic with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and inMusic with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with inMusic, inMusic will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected.

inMusic’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by inMusic of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between inMusic and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

If any of the conditions of these Terms of Use shall be deemed invalid, void, or for any reason unenforceable, that condition shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use and shall not affect the validity and enforceability of any remaining condition.

By accessing and using this Site, you agree to the terms of our Privacy Policy, which are incorporated into these Terms of Use by this reference. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

All copyrightable text, audio, video, graphics, user interfaces, visual interfaces, charts, photographs, icons, trademarks, logos, sounds, music, artwork, computer code, and the design, selection, and arrangement of content in any medium on the Site (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, is owned, controlled or licensed by or to inMusic, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

INMUSIC®, AKAI®, ALESIS®, ▲LTO®, HEADRUSH®, ION®, MARQ®, M-AUDIO®, MIXMEISTER®, NUMARK®, RANE®, SONIVOX® and SOUNDSWITCH® are trademarks of inMusic, registered in the United States and other countries around the world. Additionally, many proprietary product names and marks that appear on the Site are the trademarks of inMusic and may be registered in one or several categories of goods in the United States and/or in other countries around the world. The distinctive and original layout and presentation of this Site also constitutes protectable trade dress under applicable federal law. This is not a comprehensive list of all trademarks of inMusic and specifically does not include any common law trademarks of inMusic. The Site may also contain references to third-party marks. All such names and marks mentioned in this Site are the trade names, trademarks or service marks of their respective owners.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without inMusic’s express prior written consent.

Any unauthorized use of any trade dress, marks, or any other intellectual property belonging to Company or any third party is strictly prohibited, and may be prosecuted to the fullest extent of the law.

You may view, copy, print and use Content contained on this Site (including data sheets, knowledge base articles, and similar recorded materials) solely for your own personal purposes and provided that: (1) the Content available from this Site is used for informational and non-commercial purposes only; (2) no text, graphics or other content available from this Site is modified or framed in any way; (3) no graphics available from this Site are used, copied or distributed separate from accompanying text; (4) no additional representations or warranties relating to such Content is made; (5) the Content is not posted on any networked computer or broadcast in any media; and (6) you do not delete or modify any copyright, trademark, or other proprietary notices.

The use of any such Content for commercial purposes is expressly prohibited. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or other grant of right to use any patent, copyright, trademark, service mark or other intellectual property of inMusic or any third party, except as expressly provided herein.

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. inMusic reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any inMusic server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of inMusic, including any inMusic account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or inMusic’s systems or networks, or any systems or networks connected to the Site or to inMusic.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to inMusic on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of inMusic or others.

Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service.

inMusic’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.

inMusic may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and inMusic makes no commitment to update the materials on the Site with respect to such products and services.

Certain Content, features or services offered on or through the Site may require you to open an account (including setting up an inMusic ID and password). If you choose to register with this Site, your account is personal to you, and you may not share your account information with, or allow access to your account by any third party. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. Because you will be responsible for all activity that occurs under your access credentials, you should keep your username and password secret.You agree to notify inMusic immediately by e-mail to support@inmusicbrands.com of any unauthorized use of your account or password, or any other breach of security. You are solely responsible for your own losses and losses incurred by inMusic and others (including other users) due to any unauthorized use of your inMusic ID, password or account.

You may not use anyone else’s inMusic ID, password or account at any time without the express permission and consent of the holder of that inMusic ID, password or account. inMusic cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

This Site may link to, or be linked to, other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not, directly or indirectly, under inMusic’s control.inMusic is not implying any approval, association, sponsorship, endorsement or affiliation with the Linked Sites.inMusic has not reviewed all Linked Sites and is not responsible for the content, accuracy, or policies of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.You visit the Linked Sites at your own risk, and your use of the Linked Sites will be controlled by the terms of use posted on the Linked Sites. You should review the terms of use of any website to which you navigate.

THE SITE MAY CONTAIN LINKS TO OR BE ACCESSED THROUGH LINKS ON WEBSITES OF INMUSIC DEALERS OR DISTRIBUTORS WHO ARE INDEPENDENT CONTRACTORS AND ARE NOT AGENTS OF INMUSIC. INMUSIC IS NOT RESPONSIBLE FOR THE CONTENT, AVAILABLITY, OPERATION OR PERFORMANCE OF WEBSITES OF INMUSIC DEALERS OR DISTRIBUTORS, OR ANY OTHER SITES, TO WHICH THE SITE MAY BE LINKED OR FROM WHICH THE SITE MAY BE ACCESSED.

Reference to any product, recording, event, process, publication, service, or offering of any third party by artist name, trade name, trademark, company name or otherwise does not necessarily constitute or imply the endorsement or recommendation of such by company. Any views expressed by third parties on this Site (including recorded interviews) are solely the views of such third party and inMusic assumes no responsibility for the accuracy or veracity of any statement made by such third party.

REASONABLE EFFORTS ARE TAKEN TO ENSURE THE ACCURACY AND INTEGRITY OF INFORMATION AND RELATED CONTENT PROVIDED BY INMUSIC ON THE SITE.NEVERTHELESS, INMUSIC DOES NOT GUARANTY, WARRANT OR PROMISE THAT ANY INMUSIC PROPERTY, THIS SITE OR ANY CONTENT, SERVICE OR FEATURE OF THIS SITE WILL BE FREE OF ANY DEFECTS OR ERRORS OR WILL BE AVAILABLE AT ALL TIMES AND UNINTERRUPTED, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. INMUSIC CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE ACCURATE, TIMELY, COMPLETE, CORRECT, RELIABLE, USEFUL FOR YOUR PARTICULAR PURPOSE, SECURE, FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. INMUSIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INMUSIC DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE, ANY INMUSIC PROPERTY AND/OR ANY INMUSIC SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF INMUSIC PROPERTIES, THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST INMUSIC FOR DISSATISFACTION WITH ANY INMUSIC PROPERTY, THE SITE OR ANY CONTENT IS TO STOP USING THE INMUSIC PROPERTY, THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

This Site may be unavailable from time to time due to mechanical, telecommunication, software, and third-party vendor failures. inMusic cannot predict or control when such downtime may occur and cannot control the duration of such downtime.

inMusic reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

No advice or information, whether oral or written, obtained by you from inMusic or in any manner from the Site creates any warranty.

You acknowledge and agree (1) that your use of the Site and any material, information or data downloaded or otherwise obtained through the use of the Site is at your discretion and risk, and (2) that you are solely responsible for any damage to your computer system or for loss of data that results from the download of any material, information or data, and for any other form of damage that may be incurred.

Except where prohibited by law, in no event will inMusic or any of its officers, representatives, directors, employees, consultants or agents be liable for any direct, indirect, punitive, special, incidental, exemplary or consequential damages or any damages whatsoever (including without limitation, damages for loss of use, data, information, profits or business interruption) arising out of or in any way related to the use or performance of the Site or any Linked Site or to any material, information, data, products, or services obtained through the Site, or otherwise arising out of your use of the Site, your inability to use the Site or any decision made or action taken by you in reliance of any information, advice or materials provided on the Site, whether such damages are based in tort, contract, negligence, strict liability or otherwise, even if inMusic has been advised of the possibility of such damages. Your sole and exclusive remedy is to stop accessing and using this inMusic.

If, notwithstanding the other provisions of these Terms of Use, inMusic is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, inMusic’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Site paid in the six months prior to the date of the initial claim made against inMusic (but not including the purchase price for any inMusic hardware or software products or any support program), or (2) US$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

You agree to indemnify, defend and hold harmless inMusic, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, representatives, employees, consultants and agents from any and all demands, losses, expenses, claims, liabilities, attorneys’ fees, damages and costs for claims arising from or related to your use of the Site, your use of any material, information or data downloaded or otherwise obtained from the Site, or your violation of these Terms of Use, including your infringement of any intellectual property or other right of inMusic or any other person or entity.

inMusic may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) inMusic’s rights or property, or the rights or property of visitors to or users of the Site, including inMusic’s customers. inMusic reserves the right at all times to disclose any information that inMusic deems necessary to comply with any applicable law, regulation, legal process or governmental request. inMusic also may disclose your information when inMusic determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that inMusic may preserve any transmittal or communication by you with inMusic through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or inMusic determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of inMusic, its employees, users of or visitors to the Site, and the public.

You agree that inMusic may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to inMusic, for which monetary damages would be inadequate, and you consent to inMusic obtaining any injunctive or equitable relief that inMusic deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies inMusic may have at law or in equity.

If inMusic does take any legal action against you as a result of your violation of these Terms of Use, inMusic will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to inMusic. You agree that inMusic will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Rhode Island without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Providence County, Rhode Island, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between inMusic and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

inMusic administers and operates the www.inmusicbrands.com Site from its location in Cumberland, Rhode Island, USA; other inMusic sites may be administered and operated from various locations outside the United States. The Site may be accessed by users worldwide and may contain references or cross references to inMusic products, features, programs and services that are not available in your country. Such references do not imply that inMusic intends to make available in your country such products, programs or services or that such products may lawfully be used in or imported into your country. inMusic reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. inMusic reserve the right without prior notice to discontinue models, parts and accessories, and other items or change specifications at any time without incurring any obligations to any party. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Should any user of this Site send any feedback or data, such as ideas, comments, suggestions or questions regarding any Company product or service or the Content of this Site, such information shall be deemed to be non-confidential and Company shall have no obligation of any kind with respect to such information and shall be free to reproduce, use disclose and distribute the information to others without limitation. Further, Company shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such ideas, concepts, know-how or techniques.

You agree that these Terms of Use and any other documentation, agreements, notices or communications between you and inMusic may be provided to you electronically, to the extent permissible by law. Please print a copy of all documentation, agreements, notices or other communications for your reference.

This End User License Agreement (“EULA”) is between inMusic Brands, Inc. and you. Please read this agreement carefully. These terms apply to the software with which this Agreement is included, along with the media on which you received it (if any). These terms also apply to any updates, support services, or Internet services for the software, unless other terms accompany those items. If so, those terms apply.

By using the software, you accept these terms. If you do not accept them, do not use the software. Instead, return it to the reseller for a refund or credit. If you cannot obtain a refund from the reseller, or if you purchased your software license directly from inMusic or one of its brands, contact inMusic for information about inMusic’s refund policies. Please visit the Web sites listed at the end of this document for contact details.

The software may be distributed with components from other vendors that are subject to different terms. Please read this entire agreement, including Section 7 (Third Party Software) and Section 8 (Third Party Information), for more information.

1. LICENSE GRANT. inMusic grants you this personal, revocable, limited, non-exclusive, non-transferable license to use the software conditioned on your continued compliance with the terms and conditions of this EULA. This license does not allow you to use the software on any laptop, workstation or computer that you do not own or control, and you may not distribute or make the software available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute, sublicense, alter, modify or commercially exploit the software.

The software may include certain pictures, animations, sounds, music and video clips for your reuse. You may create your own works based upon these media elements, and copy, modify, distribute, display, and perform your derivative works provided that:

2.1. you indemnify, defend, and hold inMusic harmless from and against any claims or liabilities arising from your use of the media elements;

You may not sell, license or distribute the media elements by themselves or as part of any collection, product or service whose value is derived solely or primarily from the media elements themselves.

3.1. Technical limitations. This software may include technological measures, whether in the software or in bundled hardware or both, that are designed to prevent or detect unlicensed use of the software. Circumvention of these technological measures is prohibited, except and only to the extent that applicable law expressly permits, despite this limitation. Any attempt to circumvent technical limitations may render the software or certain features unusable or unstable, and may prevent you from updating or upgrading the software.

3.2. Reverse engineering and copying. You may not reverse engineer, decompile, disassemble, or attempt to derive the source code of, modify, or create derivative works of the software, except and only to the extent that applicable law expressly permits, despite this limitation. You may copy the software only to the extent necessary for backup or archival purposes in support of your use of the software. You must include all copyright and other legal notices appearing on the software in any copies that you make.

3.3. No software hosting or rental. You may not make the software available for others to copy or use.

3.4. No reconfiguration. The software is licensed for installation and use only in the manner it was provided to you, as configured by an automated installation program provided with the software, or as described in inMusic’s documentation. You may not separate the components contained in the software or otherwise reconfigure the software to circumvent technical limitations on the use of the software or to otherwise exceed the scope of your license.

3.5. Academic Use. If the software is designated or specially-priced as an "Academic" or "Education" version, it is licensed only for use by students, faculty, and staff of an educational institution.

3.6. Evaluation software. If the software is designated or specially-priced as an “Evaluation,” “Trial,” "Not for resale" or "NFR" version, you may only use the software for demonstration, testing, or evaluation purposes.

3.7. Time limits. If the software is designated or specially-priced as a time-limited “Evaluation,” “Loan,” “Trial,” “Rental,” “Subscription” or "Temporary" version, the rights granted to you by inMusic expire at the end of the time period. The software may contain technical measures that automatically disable the software at the end of the time period.

3.8. No illegal use. This product is intended for use with content that you own, license, or obtain from the public domain. You may not use this product to violate any law, including copyright laws.

4. SCOPE. The software is licensed, not sold. This agreement only gives you certain rights to use the software, which may be revoked if you do not follow these terms. inMusic and its suppliers reserve all rights not expressly granted to you in this agreement. You expressly acknowledge and agree that inMusic transfers no ownership or intellectual property interest or title in and to the software to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the software, unless otherwise indicated, are owned, controlled, and licensed by inMusic and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations.

5. CONFIDENTIALITY. You acknowledge that the software, together with any bundled hardware, contains proprietary and confidential property of inMusic or inMusic’s suppliers. You may not disclose this confidential information to anyone other than your employees or consultants who need access to the confidential information to carry out their duties and who are bound by appropriate confidentiality or nondisclosure agreements.

6. UPGRADES. To use software identified as an upgrade, you must first be licensed to use the software identified by inMusic as eligible for the upgrade. Upon upgrade, this agreement governs your use of the upgraded software. If you choose to upgrade your software, you may not use the original software and the upgraded software at the same time.

7. THIRD PARTY SOFTWARE. The software may be distributed with components from other vendors that are subject to different terms. Your installation and use of those components is subject to those terms, which can be found on the media on which the software is provided. Nothing in this agreement limits rights granted to you by third parties, which may include rights under free software or open source software license.

8. THIRD PARTY INFORMATION. inMusic may include information about third party products and services, including links to Web sites run by others. inMusic is not responsible for, and does not endorse or sponsor, this third-party information.

9.1. Device transfer. If your license is limited to one hardware device, you may transfer your licensed copy of the software to a different device for your internal business use or your own personal enjoyment provided that you completely remove the software from the former device.

9.2. Transfer to third party. If you are the person who initially licensed the software, you may make a one-time permanent transfer of your license and the software to another end user, provided that you do not retain any copies of the software and you follow inMusic’s license transfer procedures. For further information, please visit the Web sites listed at the end of this document. Academic (see Section 3.5) and evaluation (see Section 3.6) licenses may not be sold or transferred except where and to the extent that applicable law mandates that such a transfer must be permitted.

9.3. Software upgrades. If you have upgraded your software, you may not separately transfer the original software and the upgraded software.

10. CONSENT TO USE OF DATA. inMusic may collect and use technical information about the software and the hardware devices you use in connection with the software in a manner that does not personally identify you. inMusic may use this information to improve our products or to provide customized services or technologies. inMusic may also disclose this information to third parties so that they may improve the way their products or services interact with the software.

11. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. If you are subject to U.S. law, you must comply with these laws and any other applicable laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For further information, please see http://www.bis.doc.gov.

12. TERMINATION. To the extent permitted by law, and without prejudice to any other rights, inMusic may terminate your license if you breach these terms and conditions. You may also terminate this EULA at any time by ceasing to use the software, but all applicable provisions of this EULA will survive termination.

13. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ("SERVICES") ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. INMUSIC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INMUSIC OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

14. LIMITATION ON AND EXCLUSION OF DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL INMUSIC BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF INMUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall inMusic’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

15. INDEMNITY. You agree to defend, indemnify, and hold harmless inMusic and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this EULA.

16. NOTICE TO U.S. GOVERNMENT END USERS. The software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 2005), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 2005). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 2005), all U.S. Government End Users acquire the software with only those rights set forth herein. All software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. This provision does not apply to you if you are not affiliated with the government of the United States of America.

17.1. United States. If you acquired the software in the United States, Rhode Island law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you reside govern all other claims, including claims under state consumer protection and unfair competition laws.

17.2. Outside the United States. If you acquired the software in any other country, the laws of that country apply.

17.3. Legal effect. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the reseller from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

18. ENTIRE AGREEMENT. This agreement (including the warranty below), and any additional terms provided with supplements, updates, Internet-based services and support services that you use or purchase, are the entire agreement for the software and related services.

19. SEVERABILITY. If any provision of this agreement is legally invalid, the agreement shall endure except for the invalid provision. However, if a court determines that any provision is invalid, the court may limit the provision, delete specific words or phrases, or replace the invalid provision with a provision that is valid and that comes closest to expressing the intent of the invalid provision.

20.1. Java Software. Java technology may be included with the software. Sun Microsystems, Inc. requires the following notice. For purposes of this notice, the “Software” refers to Sun’s Java software, and the “license” refers to your license from Sun Microsystems, Inc.

1. Java Technology Restrictions. Licensee shall not create, modify, change the behavior of, or authorize licensees of Licensee to create, modify, or change the behavior of, classes, interfaces, or subpackages that are in any way identified as "java", "javax", "sun" or similar convention as specified by Sun in any naming convention designation. In the event that Licensee creates an additional API(s) which: (a) extends the functionality of a Java Environment; and (b) is exposed to third party software developers for the purpose of developing additional software which invokes such additional API, Licensee must promptly publish broadly an accurate specification for such API for free use by all developers.

2. Trademarks and Logos. This License does not authorize an end user licensee to use any Sun Microsystems, Inc. name, trademark, service mark, logo or icon. The end user licensee acknowledges that Sun owns the Java trademark and all Java-related trademarks, logos and icons including the Coffee Cup and Duke ("Java Marks") and agrees to: (a) comply with the Java Trademark Guidelines at http://java.sun.com/trademarks.html; (b) not do anything harmful to or inconsistent with Sun's rights in the Java Marks; and (c) assist Sun in protecting those rights, including assigning to Sun any rights acquired by Licensee in any Java Mark.

3. Source Code. Software may contain source code that, unless expressly licensed for other purposes, is provided solely for reference purposes pursuant to the terms of your license. Source code may not be redistributed unless expressly provided for in the terms of your license.

4. Third Party Code. Additional copyright notices and license terms applicable to portions of the Software are set forth in the THIRDPARTYLICENSEREADME.txt file.

20.2. Microsoft Windows for Embedded Systems. Microsoft Windows for Embedded Systems may be included with the software. If so, Microsoft requires that you not access or use desktop functions of the operating system (such as email, word processing, spreadsheets, database, network/Internet browsing, scheduling, and personal finance) other than through, in support of and operating as a part of, the inMusic software.

Further information concerning inMusic products and its brands is available at the following Web sites: