END USER LICENSE AGREEMENT
23 Oct 2018

This End User License Agreement ("EULA") is made and effective upon installation of the software by the licensee ("Licensee") and is between MetaMusic Inc., ("Developer") and the Licensee.

Developer has developed and licenses to users its software program under the name Cadenza (the "Software").

1. License.

Developer hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software as set forth in this EULA.

2. Restrictions.

The Software is licensed for Licensee's individual, non-commercial, entertainment purposes only. Licensee shall not modify, copy, duplicate, reproduce, reverse engineer, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer; provided that Licensee may make one copy of the Software for backup or archival purposes. 

Licensee may not transfer, assign, sublicense, modify, rent-out, lease, loan, resell, distribute, network or electronically transmit the Software in whole or in part to any third party, save as is entailed within the right granted to Licensee in the preceding paragraphs. 

2.1 Some of the recorded music contained in the Software or subsequently added to it via the Developer's "in-app-purchase" mechanism (the "Accompaniment Recordings") are the property of third parties who retain all rights to such recordings, which are used and included in the Software by permission to Developer.  Developer gives no right, authorization or permission to Licensee to sell, copy, exchange, transfer, publish, assign or otherwise distribute the Accompaniment Recordings in whole or in part. 

2.2 Licensee may only use the Accompaniment Recordings in combination with musical audio performed or generated by Licensee. Licensee is not allowed to record, publicly perform, make available, broadcast or otherwise reproduce or communicate the Accompaniment Recordings without Licensee-generated musical audio content combined with Accompaniment Recording(s). Creating sample libraries or music libraries in any form, commercially or otherwise, using the Accompaniment Recordings and/or the sounds therein is strictly prohibited.

3. Non-Warranty of Functionality.

This software comes with no warranties.

4. Warranty Disclaimer.

DEVELOPER'S WARRANTIES SET FORTH IN THIS EULA ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Limitation of Liability.

Developer shall not be responsible for, and shall not pay any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. 

6. Governing Law.

This EULA shall be construed and enforced in accordance with the laws of the State of Delaware, United States of America, without giving effect to its conflicts of laws rules and the United Nations Convention for the International Sale of Goods.  The federal and state courts located in Wilmington, Delaware shall have exclusive jurisdiction with respect to any dispute arising under this EULA.

7. No Assignment.

Neither this EULA nor any interest in this EULA may be assigned by Licensee without the prior express written approval of Developer.