End-User License Agreement

THIS END-USER LICENSE AGREEMENT ("LICENSE") IS A LEGAL AGREEMENT BETWEEN YOU AND AUDIOSYNCRASY SAMPLES INC. AND/OR ITS AFFILIATES (THE “COMPANY”) FOR THE PRODUCT(S) ACCOMPANYING THIS LICENSE, WHICH INCLUDE(S) COMPUTER SOFTWARE, AUDIO CONTENT AND/OR SAMPLES AND/OR SAMPLE LIBRARIES AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND OTHER INTELLECTUAL PROPERTY AND/OR ONLINE OR ELECTRONIC DOCUMENTATION ("SOFTWARE"). BY INSTALLING, COPYING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE SOFTWARE.

IMPORTANT: ANY SOFTWARE, AUDIO CONTENT, AND OTHER INTELLECTUAL PROPERTY PROVIDED BY THE COMPANY TO YOU MAY BE USED BY YOU TO CREATE YOUR OWN ORIGINAL WORKS PURSUANT TO THE TERMS AND CONDITIONS OF THIS LICENSE. YOU MAY NOT USE, DISTRIBUTE, OR BROADCAST ANY OF THE SOFTWARE, AUDIO CONTENT, OR OTHER INTELLECTUAL PROPERTY IN ANY MANNER NOT EXPRESSLY PERMITTED BY THIS LICENSE. IF YOU ARE UNCERTAIN ABOUT YOUR RIGHTS TO USE THE SOFTWARE, AUDIO CONTENT, OR OTHER INTELLECTUAL PROPERTY, YOU SHOULD CONTACT YOUR LEGAL ADVISOR BEFORE PROCEEDING.

1. License

The Company grants to You (sometimes referred to herein as the “Licensee”), a non-exclusive, worldwide, perpetual license to use the Software for your own personal use but not for sublicense, subject to the terms and conditions stated in this License. You may: (a) install the Software on up to two computers used by you; (b) transfer the Software from one computer to another provided that it is used only by you; (c) copy the Software into any machine-readable form solely for backup reasons; (d) transfer the Software to another party if the other party agrees to accept all terms and conditions of this Agreement; (e) use the Software to create your own original music compositions or soundtracks for your film, video, music, and audio projects, and you may broadcast and/or distribute your own original music compositions or soundtracks that were created; and (f) use the Software to compose original music compositions or soundtracks or for a stock music library (original compositions or soundtracks created entirely by you using the Software that you, in turn, license as an original composition or soundtrack to third parties for use in film, television, radio, or other media), provided the completed composition or soundtrack is created solely by you. If you transfer the Software to another party, you must at the same time transfer all copies, whether in printed or machine-readable form, to the same party and destroy any copies not transferred. Notwithstanding the foregoing: (i) you may install and personally use the licensed software on two devices (e.g. one laptop, one work station), provided that the Software is used only on one device regularly as simultaneous use on more than one hardware device is not permitted; and, (ii) if the single computer is connected to a multi-user system, this License shall apply to all users of the system. In case you change or replace any hardware you use, all Software on such hardware used must be deleted immediately.

2. Restrictions

Unless expressly permitted by this License or otherwise applicable law, you must not, or allow any third party to: (a) rent, lease, sell, re-sell, loan, distribute, sublicense, for profit or otherwise, or otherwise transfer the Software or any audio content it contains or copies of the Software or the such audio content it contains or the accompanying documentation, or any of your rights and obligations granted under this License, except as expressly stated above; (b) install or electronically transfer the Software or related audio content on a network for use by multiple users, unless each such user has purchased a license; (c) decompile, reverse engineer or disassemble the Software; (d) remove or destroy any copyright notices or other proprietary markings of the Software; (e) modify, alter, or adapt the Software; (f) create derivative works based on the Software, (g) mix, combine, filter, re-synthesize, or otherwise edit the sounds associated with the Software, either as provided by the Company or reformatted for use as sounds, multisounds, samples, multisamples, wavetables, soundsets, programs or patches in a sampler, microchip, computer, software, game console or any sample playback device. Except as expressly permitted above, any attempt to lease, sublicense, assign or transfer any of the rights, duties or obligations hereunder is not permitted and void.

3. Protection

You agree that you will take all reasonable steps to protect any product downloaded or otherwise offered on or acquired from any Company website (each, a “Website”), the Software and any accompanying documentation from unauthorized copying or use. You agree not to modify the Software or any component thereof to circumvent any method or means adopted or implemented by the Company to protect against or discourage the unlicensed use of copying of the Software.

4. Consent to Use Data

You agree that the Company and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, security, product support and other services to you (if any) related to the Software, and to verify compliance with the terms of this License. The Company may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

5. Ownership

This License does not constitute a transfer or sale of ownership rights in or to the Software. Except for the license rights granted above, the Company and its suppliers retain all right title and interest in and to the Software, including, without limitation, all intellectual property rights therein.

6. Copyright

The Software and all accompanying materials are subject to copyright protection. The Company constantly monitors its product releases to check for copyright infringements, and will prosecute all piracy and copyright violations to the fullest extent of the law. You may use the Software on any commercial music release (including music libraries), public performance, broadcast, or similar occasion and in a commercial recording without paying any additional license fees.

7. Term and Termination

This License shall come into effect upon your installation and/or use of the Software, and will remain in full force until termination. The License shall terminate upon the earlier of (a) your failure to comply with any term or condition of this License; or (b) your permanent destruction or deletion of all copies of the Software in your possession. The Company’s rights and your obligations hereunder shall survive termination of this License.

8. Limited Warranty

THE SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION OR OTHER MATERIALS OR SOFTWARE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, THAT THE DOCUMENTATION OR THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR STANDARDS OR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS NOT POSSIBLE TO DEVELOP SOFTWARE PROGRAMS IN SUCH A WAY THAT THEY WILL FUNCTION WITHOUT FAILURE IN ALL FIELDS OF USE OF THE LICENSEE. THE COMPANY SPECIFICALLY EXCLUDES ANY WARRANTY FOR ANY FUNCTIONS OR SPECIFICATIONS DESCRIBED IN THE SOFTWARE DESCRIPTION OR ANY PROMOTIONAL MATERIALS AND EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

YOU AGREE THAT IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR SUPPLIERS, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, ACCOMPANYING DOCUMENTATION OR CONTENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS LICENSE HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE WILL NOT EXCEED IN ANY CIRCUMSTANCE THE FEE PAID BY LICENSEE FOR THE SOFTWARE, AS APPLICABLE.

10. Applicable Law

You agree that the laws of the Province of British Columbia, Canada, without regard to principles of conflict of laws, will govern this License and any dispute of any sort that might arise between you and the Company, and any disputes shall be adjudicated in the City of Vancouver, British Columbia, Canada, and you consent to exclusive jurisdiction and venue in such courts.

11. Agreement

The Terms of Use, Privacy Policy and this License (altogether, the “Agreement”), express the entire understanding between you and the Company in relation to your use of the Website, any product or service in relation to the Website and the Software, and this Agreement supersedes all other oral or written communications relating to the Company or its use.