THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) MADE AND ENTERED INTO BY AND BETWEEN A PURCHASER OF THE SOFTWARE DEFINED BELOW (“CUSTOMER”) AND PREMIER Engineering Inc., THE STOCK COMPANY DULY ESTABLISHED UNDER THE LAWS OF JAPAN AND ITS PRINCIPAL PLACE OF BUSINESS IS LOCATED AT 5217-1 AKIYA, YOKOSUKA-SHI, KANAGAWA-KEN 240-0103 JAPAN (“LICENSOR”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING A LIBRARY CREATED, INVENTED, DESIGNED, MANUFACTURED AND FILED “PREMIER SOUND FACTORY” AS THE TRADEMARK BY THE LICENSOR (“SOFTWARE”). BY CLICKING THE MARK “AGREED” ON THE OFFICIAL WEBSITE “PREMIER SOUND FACTORY” OR USING THE SOFTWARE IN THE MANNER OF INSTALLATION OR COPYING OR IN ANY WAY, THE CUSTOMER IS AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. UNLESS THE CUSTOMER AGREES ON ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE.
ARTICLE 1 GENERAL
The Software (hereinafter always including any content) will be protected by the Trademark Act, copyright or other intellectual property laws in Japan and other countries and treaties between them. The Software will be licensed to the Customer by the Licensor for use only under the terms and conditions of the Agreement but the copyright or other intellectual property rights in and to the Software will not be assigned or transferred to the Customer by the Licensor. The Licensor reserves the copyright and other intellectual property rights in and to the Software under the terms and conditions of the Agreement.
ARTICLE 2 LICENSE FOR USE
1.The license hereunder allows the Customer to install and use one copy of the Software on a single computer of the Customer at a time if and to the extent that the Customer complies with the terms and conditions of the Agreement. The license hereunder allows the Customer to install and use another copy of the Software on another single computer (including a portable computer) of the Customer at a time only for the purpose of a private use.
2.Subject to the preceding paragraph hereof, the Licensor, without claiming any additional royalty, grants to the Customer a nonexclusive license to appropriately use the Software, whether commercial or noncommercial, for composition of a piece of music (regardless of an original, remix or cover), production of a digital or analog image or movie, creation of a digital game, production of website contents, production of a TV or radio program, creation of a melody for a cell phone, editing of a background music for operation of facilities or festivals and among others.
3.Subject to the paragraph 1 hereof, the Customer may, at his own risk, use the Software while modifying or editing the contents thereof on application software or hardware manufactured by a third party.
ARTICLE 3 RESTRICTIONS
1.The Customer may not install the Software on any computer (including without limitation a computer put in an outside commercial studio) which a third party owns.
2.The Customer may not, regardless of any modification thereto, sublicense, assign, transfer, sell, resell, distribute, redistribute, lease or lend the whole or a part of sound files, data, sound materials or other distributed materials included in the Software (or, in any other way, obtained from the official website of PREMIER SOUND FACTORY) to a third party, or disclose or make it accessible to the general public online.
3.The Customer may not, regardless of any modification thereto, use the whole or a part of sound files, data, sound materials or other distributed materials included in the Software (or, in any other way, obtained from the official website of PREMIER SOUND FACTORY) in order to, in any form, create, invent, design or manufacture a file of sound materials or music materials, or a built-in sound source of a music instrument.
4.The Customer may not, or may not cause anybody to, decompile, disassemble or reverse engineer the Software, or translate it into a computer-readable form.
5.The Customer shall fully understand the terms of restrictions set forth in this ARTICLE and then
agree to purchase the Software under this AGREEMENT, and shall fully recognize that in the event of any violation of this ARTICLE, the Customer will be responsible for damages stipulated in the governing law hereof.
6.However, The Software controlled by serial code issued by Native Instruments,
In the relevant part of this section follows the end user license agreement between Native Instruments serial issuer and the user.
ARTICLE 4 LIMITATION OF LIABILITY
1.The Licensor will not guarantee (i) that there is no defect such as errors or bugs in the whole or a part of sound files, data, sound materials or other distributed materials included in the Software (or, in any other way, obtained from the official website of PREMIER SOUND FACTORY), (ii) that the Software will run properly without stopping in the future, or (iii) that the use of this Software will not cause any loss or damage to the Customer or a third party. Provided, however, that the Licensor may, at its discretion, replace the Software by courier, etc. or provide the Customer with a technical solution in order to rectify such defect.
2.The Licensor will, except its acts or omissions constituting willful misconduct or gross negligence, be liable for any direct and actual loss or damage arising out of the Customer’s proper use of the Software. Provided, however, that the amount of damages which the Licensor will be liable for shall be limited to the purchase amount of the Software under this Agreement which the Customer proves. For avoidance of doubt, the Licensor will not be responsible for any loss or damage arising out of or in connection with the Customer’s improper or inappropriate use of the Software, nor responsible for any indirect or consequential loss or damage or lost profits (exceeding the purchase amount of the Software under this Agreement) arising out of or in connection with the Customer’s proper performance of the Software.
ARTICLE 5 TERMINATION
1.The parties hereto may terminate this Agreement pursuant to a written agreement thereon between them.
2.Notwithstanding the preceding paragraph, the Licensor may terminate the Agreement without giving any notice to the Customer or filing for an injunctive relief, where the Licensor, in its reasonable view, finds any sign of the violation of the terms hereof or the infringement of the Licensor’s rights herein by the Customer or any third party.
3.In the event of the preceding paragraph, the Licensor may, without any compensation, require the Customer to return the Software and its copies to the Licensor or to destroy the Software and its copies.
ARTICLE 6 INDEMNITY
1.The Customer shall indemnify, protect and hold the Licensor harmless against any claim, damage, loss, liability or expense arising out of or in connection with the Customer’s use of the Software.
2.The Customer shall indemnify, protect and hold the Licensor harmless against any loss, damages, costs or expenses (including attorney’s fees) incurred by the Licensor because of any claim or action arising out of or in connection with any improper or inappropriate use of the Software by the Customer or any third party.
ARTICLE 7 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Japan.
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