THE SOFTWARE TOOLS LICENSE AGREEMENT 1. IMPORTANT-READ CAREFULLY. BEFORE DOWNLOADING TO YOUR COMPUTER ANY FILE(S) CONTAINED HEREWITH.: Do not install files, Yamaha sound samples and their accompanying materials ("Software") until you have read and accepted all of THE SOFTWARE TOOLS LICENSE AGREEMENT (this "Agreement"). The permission to use Software is conditional you're your agreeing to the license terms. Installation or use of Software by you will be deemed to be acceptance of license terms in this Agreement. Acceptance shall bind you to the terms and conditions herein in a legally enforceable contract with Yamaha Corporation ("Yamaha"). 2. If you agree to abide by these conditions, please click "AGREE". IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND PLEASE PROMPTLY REMOVE IT FROM YOUR COMPUTER. 3. GRANT OF LICENSE & RESTRICTIONS Yamaha, as licensor, grants to you (the "Licensee") a non-exclusive, non-transferable, limited, royalty-free license to install Software on one computer and use Software solely in accordance with the terms contained in this Agreement. You may not rent, lease, sublicense, modify, alter, reverse engineer, disassemble, decompile, or create any derivative work of the Software or remove any copyright notice or proprietary legend contained in the Software. You may also not reproduce the Software unless for backup purpose and limited to one copy and to make the files to play only the Yamaha'S SYNTHESIZER LSIs or mobile audio sound chips ("MA" series). 4. OWNERSHIP OF COPYRIGHT OF SOFTWARE; Yamaha retains the right to have any and all title, copyrights and ownership in and of Software and all of its any derivative material regardless of the form or media in or on which the original and other copies may exist. Software is protected by copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. You shall not have the right the Software in whole or in part to be assigned or sublicensed. 5. INDEMNIFICATION Yamaha shall have no liability for, and Licensee shall defend, indemnity and hold Yamaha and its related persons and legal entities harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any loss, costs, damage, or any claim, including but not limited to, any personal or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Software by Licensee and/or any of Licensee's directors, officers, employees, representatives, agents, developers or contractors 6. WARRANTY DISCLAIMER &LIMITATIONOFLIABILITY; 6.1 THE SOFTWARE IS PROVIDED HEREUNDER "AS IS" WITHOUT WARRANTY OF ANY KIND. FURTHER, Yamaha DOES NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT RELATING THE PRODUCTS OR THIS AGREEMENT, OR ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. 6.2 IN NO EVENT WILL Yamaha BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL. SPECIAL, CONSEQUENTIAL. OR PUNITIVE DAMAGES, EVEN IF Yamaha HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR FOR ANY CLAIM BYANY OTHER PARTY. 7. LIQUIDATED DAMAGES In the event that Licensee, as breaches this Agreement, Yamaha shall be entitled to damages in connection therewith. Licensee agrees to liquidated damages in the amount of no less than US $30,000 for each occurrence of any violation under this Agreement. Any violation by any third party under Provisions 3, 4 or 5 hereof shall be fully attributed to Licensee irrespective of supervision for purposes of this Paragraph. 8. TERMINATION This Agreement shall be effective as long as Licensee is a rightful or reasonable end user or subcontractor for the licensee. Without prejudice to any other rights, Yamaha may terminate this License Agreement if Licensee fails to comply with the terms and conditions of this Agreement. Upon termination of this Agreement, Licensee shall destroy the Software and the Documentation and all the copies thereof and remove and delete the Software from Licensee's hard-disk or other storage device, immediately. 9 EXPORT You may not load or export or re-export any of Software or any related information or technology except in full compliance with Japanese, the United States and other applicable laws and regulations. 10. GOVERNING LAWS This agreement constitutes the entire agreement between censee and Yamaha. This agreement shall be governed and construed in accordance with the laws of Japan and shall benefit Yamaha, its successors and assigns. 11. ARBITRATION Any and all disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Tokyo, Japan, in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association.

If you agree with these conditions, please click AGREE to submit.