SOFTWARE LICENSE AGREEMENT OF
SONIC DESKTOP SOFTWARE, INC. (“SDS”)

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING THIS SOFTWARE.  USING THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

1.  Ownership  The enclosed SDS software program (the “Software”) and related written materials enclosed (the “Documentation”) are licensed (not sold) to you, and SDS retains all ownership interests in all copyright, trade secret, patent and other proprietary rights in the Software and Documentation.  Such ownership and related interests are protected by US and international copyright laws.

2.  License
a.  Authorized Use.  SDS grants you a non-exclusive, nontransferable license to (1) use one copy of the Software on a single computer, and (2) use one copy of the Documentation in connection therewith.  You may make one copy of the Software for back-up or archival purposes only.  You may access the Software from a hard disk, over a network, or by any other means so long as you otherwise comply with this Agreement.  A separate license is required for each computer when the Software is installed on a network server for the purpose of use on or distribution to one or more computers.
b.  Music / Audio Rights.  You may adapt, synchronize, reproduce and distribute the musical compositions and, if any, lyrics and other audio included in the Software only in conjunction with and as an integral part of a multimedia presentation, CD ROM, kiosk or other such multimedia application created, adapted or synchronized by you utilizing the Software.  You may not (1) perform or transmit or disseminate over a network or other electronic means except as an integral part of an authorized presentation, or (2) distribute, except as provided herein, any of such music or audio content. It is understood and agreed that the rights granted herein include the right by the end user to perform publicly in any broadcast media the musical compositions and sound supplied on the CD ROM without the payment of any additional moneys or royalties. It is expressly understood by the end user that in granting these rights SDS is in no way assigning ownership of said musical compositions and sound and retains all its original rights in and to the compositions including the right to collect any royalties that are payable to it as a result of the performance for broadcast and collected through or by Broadcast Music Inc. (BMI) and The American Society of Composers Authors & Publishers (ASCAP). The end user hereby agrees, that it will make its best efforts to submit proper cue sheets to the television or radio station with a blanket license with the above noted performance rights organizations at the time the end user becomes aware of a broadcast performance. You agree to pay and to indemnify and hold harmless SDS from any and all costs or expenses arising or resulting from any unauthorized use of the musical or audio content of the Software.

c.  Restrictions.  You may not: (1) copy (other than once for back-up purposes), disclose, publish, export, distribute, rent, lease or sublicense; (2) remove any SDS trademarks or copyright notices from; (3) modify, translate or prepare derivative works of; (4) use in a computer-based services business or publicly display visual output of; (5) transmit over a network, by telephone or other electronic means; or (6) reverse engineer, decompile or disassemble all or any portion of the Software or Documentation in any form, except as expressly licensed herein.

3.  Warranty
a.  Limited Software Warranty.  SDS warrants the Software media (e.g. CD-ROM) and related Documentation to be free from defects in materials and workmanship for a period of sixty (60) days from the date of purchase.  SDS will replace any such defective media or Documentation returned to SDS during such warranty period, provided such defect is not the result of improper use or neglect.  If you do not receive media which is free of defects in materials and workmanship within the warranty period, you are entitled to a full refund of the price paid by you for the defective Software returned.  Replacement (or refund) is the exclusive remedy for any such defects, and SDS shall have no liability for any other damages.  The contents of the Software are furnished “AS IS”, and without warranty as to the performance or results you may obtain by using the Software.

b.  Disclaimer of Other Warranties.  THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  SDS DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES.  IN NO EVENT WILL SDS BE LIABLE FOR ANY KIND OF SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF SDS HAS KNOWLEDGE OF SUCH POTENTIAL LOSS OR DAMAGE.

4.  General
a.  Installation.  You are responsible for installation, management and operation of the Software.
b. Indemnity. You agree to indemnify, hold harmless and defend SDS from and against any and all claims or lawsuits, including attorneys’ fees, that arise or result from any use or distribution of the Software (including the music / audio content) not expressly authorized in this Agreement.
c.  Termination.  This Agreement is effective until terminated.  You may terminate it at any time by destroying the Software, including all computer programs and Documentation, and erasing any copies residing on computer equipment.  This Agreement also will terminate if you do not comply with any terms or conditions of this Agreement.  Upon such termination you agree to destroy the Software and Documentation and erase all copies residing on computer equipment.
d.  Governing Law.  This Agreement shall be governed and construed under the laws of the State of California and subject to the exclusive jurisdiction of the courts therein.
e.  Entire Agreement.  You agree that this Agreement expresses the entire understanding between you and SDS, and supersedes all other communications, oral or written, relating to the Software.