SOFTWARE AND SERVICES LICENSE AGREEMENT

You should carefully read the following terms and conditions before utilizing the software and services provided by MusicStream through this web site (the "Services"). Utilizing the Services indicates your acceptance of these terms and conditions, as well as the terms and conditions posted on this web site at the web pages accessed by clicking on the "Terms of Use" button and the "Privacy Policy" button. If you do not agree with the terms and conditions of this Agreement, or the terms and conditions posted on this web site at the web pages accessed by clicking on the "Terms of Use" button and the "Privacy Policy" button, you should not utilize the Services.

MusicStream provides the Services and hereby licenses the Services to you solely for your internal use in your personal environment, subject to the terms and conditions hereof. You assume full responsibility for the selection and appropriateness of the Services to achieve your intended purposes, and for the use and results obtained from your utilization of the Services.

LIMITED LICENSE. Subject to your compliance with the terms and conditions hereof, MusicStream grants to you a limited, non-exclusive, non-transferable license to use the Services and any software and documentation related thereto, if any, solely for your internal use in your personal environment.

You are not allowed to copy or otherwise reproduce any software related to the Services, except to the limited extent permitted by applicable copyright law for backup purposes only. Any such backup copy must contain the complete copy of such software and all copyright, trademark and other proprietary notices. Backup copies are for your internal use only and cannot be assigned, transferred, pledged, hypothecated or otherwise disposed of to anyone or used on another computer.

RESTRICTIONS. You may not sell, rent, lease, loan, transfer, sublicense, distribute, copy electronically or otherwise transmit any copy or part of any software related to the Services. The use of the Services and any software and documentation related to the Services is limited solely to your internal use in your personal environment. You are advised that MusicStream will not tolerate, nor will we be responsible or liable for, the incorporation in, integration of or other association of any data, materials, ideas, images, graphics or other information with the Services or any software or documentation related to the Services that is or could reasonably be deemed to be, in our sole opinion, derogatory, defamatory, libelous, obscene, inflammatory, infringing, injurious or otherwise harmful to anyone.

NO REVERSE ENGINEERING, ETC. You may not adapt, modify, translate, dissassemble, reverse engineer, decompile or create derivative works any software related to the Services, or any copy thereof, in whole or in part.

NO OTHER RIGHTS. Except for the limited license to use the Services granted hereby, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or franchises in respect of the Services or any software or documentation related thereto, or any part thereof. All title, ownership rights and intellectual property rights in and to the Services and any software and documentation related thereto is and shall remain in MusicStream.

TERM. This license is effective until terminated. MusicStream may terminate this license and your use of the Services at any time without notice if you fail to comply with any of the terms and conditions of this Agreement. You agree upon any such termination to immediately destroy any and all software and documentation related to the Services, and any and all copies thereof.

NO TRANSFER. You may not transfer, sublicense or assign this license or the Services or any software or documentation related thereto, no exceptions. Any attempt otherwise to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void.

EXPORT LAW ASSURANCES. You agree that neither the Services or any software or documentation related thereto, nor any portion thereof, will be transferred or re-exported, directly or indirectly, into any country prohibited by the U.S. Export Administration Act and the regulations thereunder or will be used for any purpose prohibited by such Act. This section shall survive any termination of this Agreement for any reason.

WARRANTY DISCLAIMER. The Services and any software and documentation related thereto are provided "AS IS" without warranty of any kind whatsoever, either express or implied, including but not limited to the implied warranties of merchantability and fitness for any particular purpose. The entire risk as to the quality and performance of the Services and such software and documentation is with you. Should the Services or such software or documentation prove defective or otherwise inappropriate for your use in accordance with the terms and conditions of this Agreement, you (and not MusicStream) assume the entire cost of all necessary servicing, repair or correction.

LIMITATION OF LIABILITY. In no event will MusicStream be liable to you for any damages, including any loss of profits, loss of data, or other incidental, special, indirect or consequential damages of any kind arising out of the use or inability to use the Services or any software or documentation related thereto, even if MusicStream has been advised of the possibility of such damages, or for any claim by any other party.

GENERAL. This Agreement will be governed by the laws of the state of California. If any provisions of this Agreement shall be held by any court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

By using the Services, you are acknowledging that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the Agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us relating to the subject matter of this Agreement.

Should you have any questions concerning this Agreement, please contact us at MusicStream, LLC, 65 Enterprise, Aliso Viejo, California 92656.

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