END USER LICENSE AGREEMENT/ MixMeister Technology, LLC

IMPORTANT READ CAREFULLY: 

This MixMeister Technology, LLC ("MixMeister") End User License Agreement ("End User License") is a legal agreement between you (either an individual or a single entity, referenced herein as You or Your) and MixMeister for the use of the MixMeister computer software in machine readable object code and associated media and printed materials (if any), and may include online or electronic documentation (Mix Meister Software"). By installing, copying or otherwise using the Mix Meister Software, You agree to be bound by the terms of this End User License.  You may install only TWO copies of the MixMeister Software. By clicking on the "Accept" button, installing, accessing copying or otherwise using the MixMeister Software, You agree to be bound by the terms of this End User License. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL THE MIXMEISTER SOFTWARE. YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF OR ACCESS TO THE MIXMEISTER SOFTWARE HEREBY CONFIRMS THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

ALL VERSIONS OF THE MIXMEISTER SOFTWARE MADE AVAILABLE AT NO CHARGE BY MIXMEISTER AND ITS DISTRIBUTORS (I) IS OFFERED SUBJECT TO THIS END USER LICENSE AND (II) HAS A LIMITED TERM OF THIRTY (30) DAYS AFTER INSTALL. YOU MAY EXTEND YOUR LICENSE TO USE THE MIXMEISTER SOFTWARE AND ANY RELATED DOCUMENTATION FOR AN INDEFINITE PERIOD OF TIME BY PAYMENT OF THE APPLICABLE LICENSE FEE FOR THE MIXMEISTER SOFTWARE.

1.	GRANT OF LICENSE.

MixMeister hereby grants to You a non-exclusive, non-transferable, non-assignable, limited license to use the MixMeister Software and any related documentation ("Documentation") subject to the following terms:(a) You may: (i) use the MixMeister Software on any single or a second computer, so long as not used concurrently (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the MixMeister Software's proprietary notices; (b) MixMeister reserves the right to modify this End User License, with respect to free versions of the MixMeister Software, at any time.  Said notice may be delivered by US mail or by email. Upon such notice, You hereby agree and acknowledge You shall be bound by the modified End User Agreement; (c) Upon the payment of the license fee, MixMeister will provide You with an Electronic Key ("Key") to allow use of the MixMeister Software and to access updates and special features that may be offered on the website from time to time. The Key is only for Your sole use and You agree that You will not sell, give to others (such as post on the internet), lease or transfer Your Key to any third parties. MIXMEISTER RESERVES THE RIGHT TO TERMINATE THIS LICENSE AND YOUR USE OF YOUR KEY IMMEDIATELY WITHOUT NOTICE, IF IN ITS SOLE JUDGMENT YOU BREACH THE TERMS OF THIS LICENSE AGREEMENT AND/OR MISUSE YOUR KEY.

2.	LICENSE RESTRICTIONS

a)	You agree that You will submit true and complete information during registration and at all other times when communicating with MixMeister electronically or otherwise.  You further agree that You will not use the MixMeister web site or MixMeister Software in any manner that may be construed as competitive or otherwise harmful to MixMeister.
b)	You may not: (i) permit other individuals or entities to use the MixMeister Software except under the terms listed above; (ii) modify, translate, reverse engineer, de-compile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the MixMeister Software or Documentation; (iii) modify or copy the MixMeister Software or Documentation (except for back-up or archival purposes); (iv) distribute, rent, lease,  or otherwise transfer rights to the MixMeister Software or Documentation, or use the MixMeister Software or Documentation as a service bureau  or to deliver any service to third parties for which a fee is paid; or (v) remove any proprietary notices or labels on the MixMeister Software or Documentation. 
c)	The recording, playback and download features of the MixMeister Software are intended only for use with public domain or properly licensed content and content creation tools. The law may require You to have a patent, copyright, or other license from a third party to create, copy, download, record or save content files for playback by this MixMeister Software or to serve or distribute such files to be played back by the MixMeister Software.
d)	You agree that You will only use the MixMeister Software and Documentation in a manner that complies with all applicable laws in the jurisdiction in which You use the MixMeister Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
e)	You may only use the MixMeister Software for Your private, non-commercial use. You may not use the MixMeister Software in any way to provide, or as part of, any commercial service or application, except that licensees may use the MixMeister Software for parties or other public or private functions or to provide web broadcasting of a limited nature not to exceed 50 simultaneous down streams or broadcasts.  Copies of content files, including, but not limited to, songs and other audio recordings, which are downloaded or copied using the MixMeister Software and which are protected by the copyright laws or related laws of any jurisdiction, are for Your own personal use only and may not be distributed to third parties or performed outside Your normal circle of family and social acquaintances.  Use with AM or FM radio broadcasting is not intended under the terms of this license but may be acquired from MixMeister under a separate application.
f)	You may not use the MixMeister Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
 



3.	THIRD PARTY PRODUCTS

The MixMeister Software may include certain third party plug-in computer software components in machine readable object code and/or third party plug-in content components (Third Party Products).  If You choose to use such Third Party Products, You hereby acknowledge and agree (i) that all restrictions, reservations, or other limitations regarding the MixMeister Software imposed herein upon You shall also apply to the Third Party Products; (ii) the Third Party Products are otherwise provided as-is without any warranties or representations whatsoever, unless a Third Party Product  License Agreement (Third Party License) is included and installed electronically in the applicable MixMeister Software product folder at the time of download and installation, in which case such Third Party License shall govern Your Use; (iii) Any direct (i.e. unbundled or stand-alone) use of Third Party Products through a non-MixMeister product or proprietary application, including a custom or user-written application is strictly prohibited; and (iv) Third Party Product providers shall at all times retain, without limitation, all title and ownership to all copies of the applicable Third Party Products, whether in human/machine-readable or printed form, and including, without limitation, derivative works, compilations, or collective works there of and all related technical know-how and all rights therein (including without limitation rights in patents, copyrights, and trade secrets applicable thereto), are and shall remain the exclusive property of the Third Party Product  provider.  MIXMEISTER IS NOT RESPONSIBLE FOR ANY THIRD PARTY PRODUCTS AND SHALL HAVE NO LIABILITY FOR YOUR USE OF ANY THIRD PARTY PRODUCTS WHATSOEVER.

4.	BETA RELEASE VERSIONS.

In the event that the MixMeister Software is a beta release version (Beta Release Versions), the terms of this Section shall apply. For Beta Release Versions, (i) Your license to use the MixMeister Software expires 120 days after installation (or such other period as indicated by the MixMeister Software);  (ii) the MixMeister Software may contain more or less features than the commercial release of the product that MixMeister intends to distribute; (iii)  MixMeister reserves the right at any time not to release a commercial release of the MixMeister Software based on the Beta Release Version or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You further agree that the Beta Release Versions are not suitable for production use and may contain errors affecting their proper operation. You agree that You will not do anything to circumvent or defeat the features designed to stop the MixMeister Software from operating after the Beta Release Version license expires.

5.	TITLE.

Title, ownership rights and intellectual property rights in and to the MixMeister Software and Documentation shall remain in MixMeister or its licensors. The MixMeister Software, including Third Party Products and documentation, is/are protected by the copyright laws of the United States and international copyright treaties.  Title, ownership rights and intellectual property rights in and to the content accessed through the MixMeister Software, including the content contained in the MixMeister Software media demonstration files, shall be retained by the applicable content owner and may be protected by applicable copyright or other law.  This license gives You no ownership rights to such content.

6.	NO WARRANTY.

THE MIXMEISTER SOFTWARE, INCLUDING ANY THIRD PARTY PRODUCTS, IS PROVIDED AS IS, WITHOUT ANY WARRANTIES WHATSOEVER. ANY USE OF THE MIXMEISTER SOFTWARE , INCLUDING THIRD PARTY PRODUCTS, IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIXMEISTER, ITS LICENSORS AND ITS DISTRIBUTORS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  

7.	LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIXMEISTER, ITS LICENSORS OR ITS DISTRIBUTORS BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MIXMEISTER SOFTWARE, INCLUDING THIRD PARTY PRODUCTS, EVEN IF MIXMEISTER, ITS LICENSORS OR ITS DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. MIXMEISTER, ITS LICENSORS AND/OR ITS DISTRIBUTOR'S ENTIRE LIABILITY FOR ANY DIRECT DAMAGES UNDER THIS END USER LICENSE, EVEN IF ADVISED IN ADVANCE OF SUCH POSSIBILITY, SHALL NOT EXCEED THE FEE YOU PAID FOR THE MIXMEISTER SOFTWARE SUBJECT TO THE CLAIM OR ACTION.
	
8.	INTENDED USE AND INDEMNIFICATION.

This MixMeister Software is intended for use only with properly licensed media, content, and content creation tools. It is Your responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any such licenses to serve and/or create, compress or download such media and content. You agree to record, play back and download only those materials for which You have the necessary patent, copyright and other permissions, licenses, and/or clearances. You agree to hold harmless, indemnify and defend MixMeister, its officers, directors and employees, and its distributors from and against any liability, losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that allege that You have (i) viewed, downloaded, encoded, compressed, copied or transmitted any materials (other than materials provided by MixMeister or its distributors) in connection with the MixMeister Software in violation of another party's rights or in violation of any law, or (ii) violated any terms of this License Agreement.  You are required to comply with all applicable U.S. Customs and Export control laws and regulations and You shall indemnify and hold MixMeister and its licensors and distributors harmless from and against any and Customs and/or export duties or other claims arising from such compliance requirements. 
9.	TERMINATION.

	This End User License will automatically terminate if You fail to comply with any term hereof.   No notice shall be required from MixMeister to effect such termination. You may also terminate this End User License at any time by notifying MixMeister in writing of termination. Upon any termination of this End User License, You shall immediately discontinue use of the MixMeister Software and shall within three (3) days return to MixMeister, or certify destruction of, all full or partial copies of the MixMeister Software, Documentation and related materials provided by MixMeister.  Your obligation to pay accrued charges and fees, if any, shall survive any termination of this End User License.
		
10.	MISCELLANEOUS.

	This License Agreement shall constitute the complete and exclusive agreement between You and MixMeister.  Except as otherwise provided in this End User License, the terms and conditions contained in this End User License may not be modified except in a writing duly signed by You and an authorized representative of MixMeister.  If any provision of this End User License is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, nor of the remaining provisions hereof under all circumstances. This End User License shall be governed by the laws of the State of Florida, without regard to conflicts of law provisions, and You hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Florida.    To the extent that You have breached or have indicated Your intention to breach this End User License in any manner which violates or may violate MixMeister's or its licensors intellectual property rights, or may cause continuing or irreparable harm to MixMeister or its licensors (including, but not limited to, any breach that may impact MixMeister's or licensors  intellectual property rights, or a breach by reverse engineering), MixMeister may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction.  The prevailing party in any legal proceeding shall be entitled to reasonable attorney fees and costs incurred in such proceedings.   You further agree that this End User License will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of said body of law is hereby expressly waived.  Sections 5, 6, 7,8 and 10 shall survive any expiration or earlier termination of this End User License.  You may not assign this End User License without the express prior written consent of MixMeister.



Copyright  2004 -- 2008 MixMeister Technology, LLC.  All rights reserved.
