ADOBE SOUNDBOOTH SCORE TOOLKIT LICENSE AGREEMENT

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE TOOLKIT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; WARRANTY IN SECTION 5; AND LIABILITY IN SECTION 6. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS TOOLKIT.

1. DEFINITIONS.

In this Agreement, “Toolkit” means the software libraries, documentation, Sample Score Files and other related items included within the Adobe Soundbooth Score toolkit package, but does not include the Adobe Software Product. “Adobe Software Product” means the Adobe application program know as Adobe Soundbooth, and any updates thereof, made available separately under the terms of an Adobe product license agreement. “Sample Score Files” mean a set of audio files and metadata files provided with the Toolkit as sample content to demonstrate how to create a Composer-created Score. “Composer-created Scores” mean the score files in SBST format that You create using the Toolkit, and Your media assets that You format using the documentation in the Toolkit, that are designed to function with certain features of the Adobe Software Product; “Composer,” “You,” and “Your” refer to any person or entity accessing or using this Toolkit; and “Adobe” means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose, California 95110, if Section 9(a) of this Agreement applies; otherwise it means Adobe Systems Software Ireland Limited, 4-6 Riverwalk, Citywest Business Campus, Saggart D24, Republic of Ireland, a company organized under the laws of the Ireland and an affiliate and licensee of Adobe Systems Incorporated.

2. LICENSE.

Adobe grants You a non-exclusive, nontransferable, royalty-free license to use the items in this Toolkit for the purposes of internally developing Composer-created Scores according to the documentation included with the Toolkit and in conjunction with the Adobe Software Product, provided You comply with the terms of this Agreement and also have a valid product license agreement for the Adobe Software Product. You may also use the Sample Score Files and related documentation to create a sample Soundbooth Score for the sole purpose of learning how to use these tools to create a Composer-created Score with your own media assets. You can use the Toolkit, including, but not limited to the documentation, libraries and Sample Scores Files (and any sample Soundbooth Score that includes Sample Score Files) only for internal development. You may not (i) include the Toolkit or any item in it or the Adobe Software Product in Composer-created Scores under this Agreement, or (ii) sell, sublicense, rent, loan, or lease the Toolkit, or any item in it to any third party. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Toolkit except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Toolkit with another software program, and you have first requested Adobe to provide the information necessary to achieve such operability and Adobe has not made such information available. Adobe has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Adobe or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Toolkit. You may make a limited number of copies of the documentation in the Toolkit to be used by Your employees or consultants for internal development purposes and not for general business purposes or for distribution by any means, and such employees or consultants shall be subject to this Agreement. With respect to any Composer-created Scores, you agree to comply with the Adobe trademark guidelines at http://www.adobe.com/misc/agreement.html. Adobe is under no obligation to provide any support under this Agreement, including upgrades or future versions of the Toolkit or Adobe Software Product, to Composer, end users, or to any other party.

3. PROPRIETARY RIGHTS.

You agree to protect Adobe’s copyright and other ownership interests in all items in the Toolkit. You agree that all copies of items in this Toolkit reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as appropriate and appear on or in the master items delivered by Adobe in this Toolkit. Adobe and/or its suppliers retain title and ownership of the items in this Toolkit, the media on which it is recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated herein, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in this Toolkit.

4. TERM.

This License Agreement is effective until terminated. Adobe has the right to terminate Your License immediately if You fail to comply with any term of this Agreement. Upon any such termination, You must return all full and partial copies of the items in this Toolkit immediately to Adobe.

5. DISCLAIMER OF WARRANTY.

Adobe licenses the Toolkit and all items in this Toolkit to Composer only on an “AS IS” basis. With respect to the items in the Toolkit used in the development of Composer-created Scores, Adobe makes no representation as to their adequacy for any particular purpose or to produce any particular result. Adobe shall not be liable for loss or damage arising out of this Agreement or from the distribution or use of Composer-created Scores. ADOBE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE TOOLKIT, EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ADOBE AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of this section 5 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Toolkit after termination of this Agreement. Some states or provinces do not allow the exclusion of implied warranties so the above limitations may not apply to You. You may have rights which vary from jurisdiction to jurisdiction. For further warranty information, You may visit the Adobe Customer Support pages at http://www.adobe.com/support.

6. LIMITATION OF LIABILITY.

IN NO EVENT WILL ADOBE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ADOBE’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE TOOLKIT, IF ANY. Nothing contained in this Agreement limits Adobe’s liability to you in the event of death or personal injury resulting from Adobe’s negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please contact Adobe’s Customer Support Department. Some states do not allow the exclusion or limitation of incidental, consequential, or special damages, so the above limitation or exclusion may not apply to You.

7. INDEMNIFICATION.

Composer agrees to indemnify, hold harmless, and defend Adobe from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from the use or distribution of Composer-created Scores, provided that Adobe gives Composer prompt written notice of any such claim, tenders to Composer the defense or settlement of such a claim at Composer’s expense, and cooperates with Composer, at Composer’s expense, in defending or settling such claim.

8. GOVERNMENT REGULATIONS.

If any part of the Toolkit is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Toolkit. All rights to use the Toolkit are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

9. GOVERNING LAW.

This Agreement will be governed by and construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the Toolkit is obtained when you are in the United States, Canada, or Mexico; or (b) Japan, if a license to the Toolkit is obtained when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to the Toolkit is obtained when you are in any jurisdiction not described above. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  

10. GENERAL.

You may not assign Your rights or obligations granted under this Agreement without the prior written consent of Adobe. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Adobe, its agents, or employees, but only by an instrument in writing signed by an authorized signatory of Adobe. It is expressly agreed that a breach of Sections 3 or 4 of this Agreement may cause irreparable harm to Adobe and that a remedy at law may be inadequate, therefore, in addition to any and all remedies available at law, Adobe will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation thereof. When conflicting language exists between this License Agreement and any other agreement included in this Toolkit, this Agreement shall supersede. If either Adobe or Composer employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees. You acknowledge that You have read this Agreement, understand it, and that it is the complete and exclusive statement of Your agreement with Adobe which supersedes any prior agreement, oral or written, between Adobe and You with respect to the licensing to You of this Toolkit. No variation of the terms of this Agreement will be enforceable against Adobe unless Adobe gives its express consent, in writing, signed by an authorized signatory of Adobe.

Adobe, the Adobe logo, and Soundbooth are either trademarks or registered trademarks of Adobe Systems Incorporated in the United States and/or other countries.

SoundboothScoreToolkitLicense-en_US-20081016