BY INSTALLING OR USING ANY MIXMAN PRODUCTS YOU AGREE TO THE FOLLOWING LICENSE AGREEMENT, LIMITED WARRANTY, AND ACKNOWLEDGEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU DO NOT HAVE THE RIGHT TO AND SHALL NOT INSTALL OR USE MIXMAN PRODUCTS.
This document is a binding legal agreement ("AGREEMENT") between you, the original end-user, and MIXMAN TECHNOLOGIES, INC., ("MIXMAN") and any other LICENSOR, as set forth below. By installing or using this Mixman Studio DemoTM software product ("SOFTWARE") or any other .trk, .mix, or other sound file that is included with the SOFTWARE installation ("SOUND FILE"), or any included or downloaded Mixman SingleTM, D*PlateTM or .trk files installed therefrom ("MIXMAN SINGLE"), you are expressly agreeing to be bound by the terms of this AGREEMENT.
LICENSE AGREEMENT. In this Agreement, "PRODUCT" shall mean all of the following MixmanÆ products: the SOFTWARE, SOUND FILES, and MIXMAN SINGLES. This LICENSE AGREEMENT shall apply separately and individually to each item respectively comprising PRODUCT as if a separate agreement was provided for each. In this Agreement "LICENSOR" shall mean MIXMAN, except under the following circumstances: (a) if you acquired PRODUCT or any part thereof as a bundled component of a third party product or service, then "LICENSOR" shall mean MIXMAN and such third party; and (b) if any third party software or file is included as part of the default installation of PRODUCT and no license is presented for acceptance the first time that third party software or file is invoked, then the use of that third party software shall be governed by this Agreement and it shall be considered part of PRODUCT, but the term "LICENSOR," with respect to such third party software or file, shall mean the manufacturer or owner of that software of file. With the exception of the situation described in (b) above, the use of any included third party software product included as part of or packaged with PRODUCT shall be governed by the third party's license agreement and not by this AGREEMENT, whether that license agreement is presented for acceptance the first time that the third party software is invoked, is included in a file in electronic form, or is included in the package in printed form. If more than one license agreement was provided for PRODUCT, and the terms vary, the order of precedence of those license agreements is as follows: (1) a signed agreement, (2) a license agreement for the individual PRODUCT component available for review on the MIXMAN website, (3) a printed or electronic agreement provided with the PRODUCT or component thereof that states clearly that it supersedes other agreements, (4) a printed agreement provided with the PRODUCT, (5) an electronic agreement provided with the PRODUCT; and all with the most recent version of each of such controlling.
OWNERSHIP: All PRODUCT, and the rights therein and thereto, are owned and controlled solely and exclusively by LICENSOR or other third parties that have licensed such rights to LICENSOR, and are protected by United States and foreign copyright and patent laws, and international treaty provisions, among other laws. PRODUCT is licensed to you, for limited purposed only, and has not been sold to you. LICENSOR retains all ownership interest in PRODUCT.
GRANT OF SOFTWARE LICENSE: LICENSOR hereby grants to you a limited, non-exclusive, personal and non-transferable license to use the executable object code version of the PRODUCT. This use is limited to 1 (one) copy of PRODUCT, on a single terminal connected to a single computer (i.e., with a single CPU). You may also: (a) make a single copy of PRODUCT solely for backup or archival purposes, or (b) transfer PRODUCT to a single hard disk, provided that you maintain the original solely for backup or archival purposes. You shall not use PRODUCT on more than 1 (one) computer or computer terminal simultaneously, on any "networked" system, with multiple users, or in any computer service business; distribute, provide, sell, loan, rent, lease, sublicense, assign or transfer any PRODUCT, or any sound element embodied therein, including but not limited to any .trk, .wav, .mix, or .dll file to any third party; copy any written materials or packaging that accompany PRODUCT for any reason whatsoever; translate, reverse engineer, de-assemble, or de-compile PRODUCT or any component thereof; or change, modify or alter the SOFTWARE in any manner, or to otherwise create derivative works from the SOFTWARE.
GRANT OF SOUND LICENSE: LICENSOR hereby grants to you a limited, non-exclusive, personal and non-transferable license to use the sound elements embodied in any SOUND FILE or MIXMAN SINGLE, only in connection with the SOFTWARE for the purpose of creating various audio files representing combinations or re-mixes of those sounds ("RE-MIXES").
RE-MIXES using only SOUND FILES - RE-MIXES using only the sound elements embodied in the SOUND FILES provided with the SOFTWARE (excluding any MIXMAN SINGLES and the .trk files installed therefrom) may be publicly performed, reproduced and/or distributed, on a royalty-free basis.
RE-MIXES using .TRKs from MIXMAN SINGLES: RE-MIXES using any file from a MIXMAN SINGLE are only for your personal, non-commercial use, unless otherwise expressly authorized in the end-user license agreement (as presented and agreed to upon execution and installation of an individual MIXMAN SINGLE and as installed in the "/Mixman Technologies/Licenses" folder on your hard drive). You are responsible for reading, agreeing to and abiding by these separate MIXMAN SINGLE end-user license agreements for each MIXMAN SINGLE, and your use, after installation of any MIXMAN SINGLE or any sound element installed therefrom, indicates your understanding and acceptance of those agreements and that those agreements shall be made part of this AGREEMENT, as if set forth fully herein.
If any RE-MIXES include any third party sound elements whatsoever you may not use, reproduce or publicly perform such sound elements individually or in RE-MIXES without permission of the owner of rights to those sound elements. All individual sound elements in any MIXMAN SINGLE or SOUND FILE shall remain the property of MIXMAN or its supplier(s). Any and all RE-MIXES you make and any sound elements embodied therein are subject to all applicable copyright laws and limitations on use.
LIMITATIONS:
Except as otherwise authorized in the individual end user license agreements for MIXMAN SINGLES, you may not:
1. Publicly perform any MIXMAN SINGLE or RE-MIXES thereof, except in connection with the MIXMAN web site (presently located at: http://www.mixman.com) or any successor web site.
2. Except as set forth above, transfer or otherwise distribute any RE-MIX to any party other than MIXMAN (via the Mixman web site).
3. Create, use, reproduce, distribute or publicly perform any RE-MIXES, or other musical compositions or audio files created using the PRODUCT without the express legal rights and permissions for such actions.
EXPORT CONTROL: All PRODUCT is subject to United States export controls. No PRODUCT may be downloaded, installed, or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Iraq, Libya, Serbia (except Kosovo), Sudan, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, entities on the Bureau of Export Administration Entity List, or the U.S. Commerce Department's Table of Denial Orders. By downloading, installing, or using the software, you are agreeing to the foregoing and you are warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
TERMINATION: This license is effective until terminated. This license will terminate automatically without notice from LICENSOR upon any failure to comply with any provision of this AGREEMENT. Upon termination, you shall destroy the written materials and all copies of PRODUCT, including modified copies, RE-MIXES or other derivatives, if any.
DISCLAIMER AND WARRANTIES: PRODUCT and all sound elements contained therein, and any associated documentation are licensed to you "as is," without warranties of any kind. You assume the entire risk as to the results and performance of any and all PRODUCT. Should PRODUCT prove to be defective in any manner, you hereby agree to assume all costs of all necessary servicing, correction or repair, including such costs with respect to data.
LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OF YOUR USE OF ANY PRODUCT. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES CONCERNING PRODUCT, IN THE TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE, AND ALSO EXPRESSLY DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NO REPRESENTATION OR AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO, STATEMENTS REGARDING SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY LICENSOR'S EMPLOYEES, AGENTS OR ANOTHER OTHER PARTY, SHALL BE DEEMED A WARRANTY BY LICENSOR FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF MIXMAN OR ANY OTHER LICENSOR.
IN NO EVENT SHALL MIXMAN OR OTHER LICENSOR, OR ITS SUPPLIERS OR DISTRIBUTORS, NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS PRODUCT BE LIABLE UNDER ANY LEGAL OR EQUITABLE CAUSE OF ACTION OR CLAIM FOR ANY LOSS OF DATA, OR FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN SO ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DERIVATIVE RIGHTS ASSIGNMENT: Any and all ownership and other rights in and to any new or derivative works or adaptations that are made from any MIXMAN SINGLE, including any and all sound elements embodied therein, and any resulting RE-MIXES, shall reside solely and exclusively with MIXMAN and/or its suppliers. Accordingly, you shall not and will not acquire any rights of any kind whatsoever, in any media, in and to any RE-MIXES, adaptations or other derivatives of the MIXMAN SINGLES and/or the sound elements embodied therein, other than as specifically and expressly set forth herein. To the extent that you acquire any rights whatsoever in the foregoing, any present or future law, you hereby unequivocally, completely, exclusively and irrevocably transfer and assign, in perpetuity, any and all of such rights, title and interest, throughout the universe and in any and all media now known or hereafter devised, to MIXMAN. Should any further action or documentation be necessary to secure or perfect the foregoing rights on behalf of MIXMAN, at any time, you further agree to execute all documents, registrations, and/or transfers or assignments of ownership as are deemed necessary by MIXMAN for these purposes.
INDEMNITY: You hereby agree to protect, indemnify and hold harmless MIXMAN, any other LICENSOR, (including the officers, directors, employees and agents of either) from and against any and all liability, loss, claim, demand, cost or expense (including attorneys' fees, costs, and expenses) arising from any use or modification of PRODUCT that is not in full compliance with the terms and conditions of this AGREEMENT.
GOVERNING LAW: The California state courts of San Mateo County and the United States District Court for the Northern District of California, respectively, shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this AGREEMENT, and each party hereby consents to the jurisdiction and venue of such courts. This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California with respect to agreements to be performed solely in the State of California, exclusive of its choice of law principles.
REMEDIES: Any violation in whole or in part of any of the terms and/or conditions of this AGREEMENT shall render any use made thereof by you unauthorized and infringing and, without limiting any remedies that LICENSOR or any other party may have against you, you shall be appropriately liable for any statutory damages to the maximum extent permitted by applicable law, along with other remedies available under any applicable laws, including but not limited to copyright laws, of the United States and other countries.
ACKNOWLEDGMENT: You acknowledge that you have read and understand this AGREEMENT. If you do not understand this AGREEMENT, you are not permitted to install or use PRODUCT. You agree that you have had an opportunity to review this AGREEMENT with legal counsel and that you will be bound by the terms and conditions of the AGREEMENT. You also agree that you will read any MIXMAN SINGLE end user agreements (as installed in the "/Mixman Technologies/Licenses" folder on your hard drive) and that use of any MIXMAN SINGLE or part thereof indicates acceptance of those agreements. You understand and agree this AGREEMENT, with the individual MIXMAN SINGLE end user agreements, is the complete and exclusive agreement between you and MIXMAN and any other LICENSOR, as applicable, and supersedes any other communications and agreements relating to the subject matter of this AGREEMENT.
MixmanÆ, Mixman StudioTM, Mixman StudioProTM, Mixman DJ MegamixTM, Mixman RadioTM, D*PlateTM, Mixman SingleTM, Mixman Studio VSTTM, My MixzoneTM, Mixman eMixTM, SoundiscTM and the DJ Head, Bug, and all other Mixman logos are either registered trademarks or trademarks of Mixman Technologies, Inc. in the United States and/or other countries.
RealNetworksÆ is a registered trademark of RealNetworks, Inc. and Real G2 with Flash is either a registered trademark or trademark of Macromedia, Inc. and RealNetworks, Inc., in the United States and/or other countries.
MicrosoftÆ, Windows MediaTM Audio, and the Internet Explorer logo are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries.
Creative LabsTM and SoundFontÆ are either trademarks or registered trademarks of Creative Technology, Ltd. or E-mu Systems, Inc., in the United States and/or other countries.
