End User License Agreement
IMPORTANT:
PLEASE CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT
This End User License Agreement (the “EULA”) is a legal agreement between you (either in your individual capacity, or on behalf of an entity), hereafter sometimes referred to as “you,” “Licensee,” or “End User” and "The Midi Database" in order to give you a license to use the Software as set forth in this Agreement under the conditions in this Agreement, as well as to use the additional (mandatory) services provided by The Midi Database or by third parties for paying customers. This EULA has no relation to your purchase agreement when you bought the Software (e.g. in retail or via the internet).
By clicking the acceptance button that follows this EULA and/or installing and/or otherwise using the Software (as defined below), you acknowledge that you have read this EULA, understand its terms and conditions, and agree to be bound by such terms and condition. If you are accepting the EULA on behalf of a corporation or other entity, you declare that you are authorized to do so.
1. DEFINITIONS
1.a The term "The Midi Database" means The Midi Database and all presets, sound samples, musical examples, art files, included software instruments and effects, data and other contents.
1.b The term “"Ableton Tools by pl9nt"” means Ableton Tools by pl9nt and all presets, sound samples, musical examples, art files, included software instruments and effects, data and other contents.
1.c The term “Software” means The Midi Database, Ableton Tools by pl9nt and all Extensions.
2. OWNERSHIP/INTELLECTUAL PROPERTY RIGHTS
2.a You, as Licensee, through your downloading, installing, copying or use of this product do not acquire any ownership rights to the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The rights to use the Software as set out in this Agreement are licensed, not sold, to you by The Midi Database.
2.b Trademarks contained in the Software are trademarks or registered trademarks of The Midi Database, the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use The Midi Database's or its licensors' names or any of their respective trademarks.
2.c NB.: THIS CLAUSE DOES NOT APPLY IF YOU ACQUIRED THE SOFTWARE IN EUROPE
i. As between you and The Midi Database, The Midi Database is the owner of all right, title and interest in and to the Software (including all copyrights, trademarks and patents) regardless of the media or form of the Software; whether online, by disk or otherwise.
ii. Licensee shall not, at any time during or after the effective Term of the EULA, dispute or contest, directly or indirectly, The Midi Database’s exclusive right and title to the Software or the validity thereof.
iii. You shall not attempt to develop any Software that contains the “look and feel” of any of the Software, or is otherwise derivative of the Software.
3. LICENSE GRANT
3.a Under the condition that:
i. the Licensee has legally acquired the ownership of the data carrier containing the Software (other than by an acquisition of ownership “in good faith”) or purchased the product and received the allowance to download the Software by The Midi Database or an authorized dealer, and
ii. paid the applicable price, and
iii. is using a copy of the Software downloaded from "http://www.themididatabase.com"
The Midi Database grants the Licensee a limited, non-exclusive license to use and copy the Software for use on his or her computer system or file server for local use within the Licensee’s network. This network must be owned, leased and/or controlled by the Licensee or a member of the Licensee’s corporate group, which includes a corporate Licensee, a corporate Licensee's majority-owned subsidiaries, any parent company having a majority-owned interest in such corporate licensee, and such parent's majority-owned subsidiaries.
3.b The Licensee may transfer the Software from one computer to another over his or her network but may not copy it to additional sites outside the network or make additional copies for use on other networks or sites. The Software may only be used on one computer at a time. All products included within The Midi Database are part of the same License granted by The Midi Database and can only be used as a single bundle on one computer at a time. The Licensee may make one backup copy of the Software.
4. LICENSE RESTRICTIONS
4.a You may not translate, reverse engineer, decompile, disassemble, or create derivative works from the Software or provide the Software as “software as a service”.
4.b You may not use, copy, modify or transfer the Software, or any copy in whole or in part, except as expressly provided for in this license.
4.c You may not reformat, mix, filter, re-synthesize or otherwise alter the presets, sound samples and musical examples contained to the Software for use in any kind of commercial sampling product/package or software without the express written consent of The Midi Database. You may however use the presets, sound samples or musical examples contained in the Software to create your own original musical compositions, provided that additional material is added, and the respective presets, sound samples and musical examples will be significantly transformed.
4.d The Software may be used to reproduce materials and prepare derivative works therefrom. It is licensed to you only for reproduction and preparation of derivative works of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or permitted by law to reproduce and prepare derivative works from.
4.e All within this Section 4 is subject to the extent that the Licensee is granted the right by law to decompile software in order to obtain information necessary to render the Software’s interoperable with other software; the same applies to reverse engineering, decompilation, and disassembly of Software.
5. RESTRICTIONS ON TRANSFER
5.a You may not rent, lease or sublicense the Software on a temporary or permanent basis. You may, however, transfer the license to use the Software as a whole to another person or entity, provided that
i. you completely uninstall the Software from your computer or network, do not retain any backup copy of the Software (or its components), and
ii. transfer this EULA with the Software, and
iii. any such transferee will be bound by this EULA, and you will remain secondarily liable
For further information contact The Midi Database at "themididatabase@gmail.com"
5.b The license to use the Software labelled NFR (“Not for Resale”) may not be sold or transferred.
5.c The license to use the versions of "The Midi Database" and "Ableton Tools by pl9nt" may not be sold or transferred without the prior consent of The Midi Database.
5.d The license to use "The Midi Database" and "Ableton Tools by pl9nt" may only be sold or transferred as a whole. The right to use the products included within the "The Midi Database" and "Ableton Tools by pl9nt" may not be sold or transferred separately.
5.e If you transfer possession of any copy of the Software to another person or entity except as described above, this license is automatically terminated.
6. DISCLAIMER OF WARRANTIES
DISCLAIMER OF WARRANTIES: 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, AND ACCURACY IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE MIDI DATABASE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE PRODUCT, 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. THE MIDI DATABASE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE MIDI DATABASE OR A THE MIDI DATABASE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, THE MIDI DATABASE MAY CHOOSE TO REPLACE THE LICENSEE’S COPY OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITY
I. IF YOU ACQUIRED THE SOFTWARE IN EUROPE
Limitation of Liability
7.a The Midi Database shall only be liable without restriction according to the statutory provisions for damages of the Licensee caused by intentional or gross negligent conduct of The Midi Database or its agents.
7.b Otherwise, the liability of The Midi Database for damage claims – for whatever legal reason – is limited in accordance with the following conditions, unless otherwise provided by an explicit guarantee of The Midi Database:
II. IF YOU ACQUIRED THE SOFTWARE OUTSIDE EUROPE
LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MIDI DATABASE OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR DEFECT IN OR CAUSED BY THE SOFTWARE, INCLUDING BUT NOT LIMITED TO COMPROMISING THE SECURITY OF YOUR COMPUTER, OPERATING SYSTEM OR FILES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF THE MIDI DATABASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE MIDI DATABASE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR REPLACEMENT OF THE SOFTWARE WITH PRODUCT OF COMPARABLE RETAIL VALUE, AS THE MIDI DATABASE MAY ELECT IN ITS SOLE DISCRETION. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN PART OR WHOLE.
8. INDEMNIFICATION
NB: THIS CLAUSE DOES NOT APPLY IF YOU ACQUIRED THE SOFTWARE IN EUROPE
Licensee agrees to indemnify, defend and hold harmless The Midi Database and its affiliates and their respective officers, employees, directors, agents, licensees (excluding you), sublicensees (excluding you), successors and assigns from and against any and all liability, costs, losses, damages, and expenses (including reasonable attorneys’ fees and expenses) arising out of any claim, suit, or cause of action relating to and/or arising from (a) your breach of any term of this EULA; (b) your violation of any rights of any third party; or (c) your use or misuse of the Software. Your indemnification obligations set forth in the immediately preceding sentence shall survive the termination of this EULA.
9. THIRD PARTY CONTENT AND APPLICATIONS
9.a The Software may utilize or include third party content, software or other copyrighted material (“Third Party Content”). The terms and conditions of your use of such material as contained in the Software can be found in the folder titled “Legal” that comes with Software. Your use of such third party material is governed by their respective terms and conditions. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein. The Midi Database expressly disclaims any all warranties in connection with the Third Party Content, and shall have no liability in connection therewith.
9.b Your use of the Software may allow you to connect with third party applications or websites (“Third Party Applications”), e.g. Team Viewer®. Your use of the Third Party Applications is governed by the terms and conditions thereof. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein. The Midi Database expressly disclaims and all warranties in connection with the Third Party Applications, and shall have no liability in connection therewith.
9.c The Midi Database is not liable for costs arising out of services demanded by the Licensee that are not provided by The Midi Database.
9.d IF YOU ACQUIRED THE SOFTWARE IN EUROPE All set forth in this Section is subject to section 10.I. a of this Agreement.
10. TERM
I. IF YOU ACQUIRED THE SOFTWARE IN EUROPE
The Licensee may terminate this EULA at any time by destroying the Software together with all copies in any form.
II. IF YOU ACQUIRED THE SOFTWARE OUTSIDE EUROPE
The Licensee may terminate this EULA at any time by destroying the Software together with all copies in any form. This EULA will also terminate automatically upon conditions set forth elsewhere in this EULA, or if the Licensee fails to comply with any term or condition of this EULA, without notice to the Licensee. The Licensee agrees upon such termination to destroy the Software together with all copies in any form.
11. EXPORT LAW ASSURANCES
NB: THIS CLAUSE DOES NOT APPLY IF YOU ACQUIRED THE SOFTWARE IN EUROPE
You may not export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By installing or using any component of the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
12. GENERAL
I. IF YOU ACQUIRED THE SOFTWARE IN EUROPE
12.a The Licensee can only offset claims of The Midi Database with undisputed or legally established counterclaims. The Licensee can only exercise a right of retention if his/her counterclaim is based on the same contractual relationship. The transfer of the Licensee's claims against The Midi Database is prohibited.
12.b All rights not explicitly granted in this agreement are reserved.
12.c The failure or delay of The Midi Database to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
II. IF YOU ACQUIRED THE SOFTWARE OUTSIDE EUROPE
This agreement constitutes the complete and exclusive agreement between The Midi Database and Licensee with respect to the subject matter hereof and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other related communication between the parties. All rights not explicitly granted in this agreement are reserved. Any clause in this agreement, which is found to be invalid or unenforceable shall be deemed deleted and the rest of this agreement shall remain unaffected. The failure or delay of The Midi Database to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach