EULA (End User License Agreement)

Applies to:  Music MegaBase® Catalog (MMBC) Media Edition with True Blend™ Media Player System (and derivative titles, products, and other items) as specified below in the license terms.

IMPORTANT - READ CAREFULLY BEFORE USING SOFTWARE

USE OF THIS CODENTITY® LLC ("CODENTITY") SOFTWARE IS SUBJECT TO THESE CODENTITY SOFTWARE LICENSE TERMS ("LICENSE"). THE LICENSE IS A CONTRACT KNOWN AS THE EULA (END USER LICENSE AGREEMENT).

THE CODENTITY SOFTWARE COVERED BY THIS LICENSE IS TITLED "MUSIC MEGABASE", "MUSIC MEGABASE MEDIA EDITION", "MUSIC MEGABASE CATALOG", OR SOME OTHER DERIVATIVE TITLE. THE LICENSE TERMS HERE ALSO APPLY TO THE RELATED CODENTITY SOFTWARE PRODUCTS INCLUDING THE TRUE BLEND MEDIA PLAYER SYSTEM AND ITS EFX PLAYER, THE KEYWORD QUERY TOOLSET, KEYWORD COMPOSITOR, ATL IMAGE MANAGER, VALUE KEY ACTIVATION, AND CODENTITY LICENSE MANAGER. THE TERMS OF THIS CODENTITY LICENSE APPLY TO EACH VERSION OF THE SOFTWARE, REGARDLESS OF ITS SPECIFIC TITLE OR CONFIGURATION; AND ALSO APPLY TO ANY RELATED SOFTWARE UPDATES, SUPPORT DOCUMENTATION AND SECURITY TECHNOLOGY, INCLUDING THIRD-PARTY FILES, DISTRIBUTED BY CODENTITY. ALL CONTENT IS COPYRIGHT 2012 BY CODENTITY LLC, AND ALL RIGHTS ARE RESERVED. WHERE CERTAIN SOFTWARE COMPONENTS ARE OWNED OR CONTROLLED BY THIRD PARTIES, THOSE THIRD-PARTY ENTITIES RETAIN OWNERSHIP OF THEIR PROPERTY AND THEIR COPYRIGHT CLAIMS.

BY ACQUIRING AND INSTALLING THE CODENTITY SOFTWARE PRODUCT ("SOFTWARE"), AND ITS DERIVATIVE TITLES AND COMPONENTS, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT INSTALL, ACTIVATE OR USE THE SOFTWARE. CODENTITY RESERVES THE RIGHT TO COLLECT AND MAINTAIN A RECORD OF ALL SOFTWARE TRIAL LICENSE USERS, AND ALL SOFTWARE LICENSE FOR FEE USERS. FURTHER, CODENTITY RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS LICENSE (EULA).

ADVISORY: You are hereby notified that the reference content in the database may contain errors. In some cases, what might appear to be an erroneous entry may instead be a data obfuscation technique inserted to assist license monitoring technology. Depending on circumstances, this methodology could enable Codentity to identify the source of unauthorized product tampering, disassembly, or copyright infringement.

This EULA (i.e., the License) constitutes a legally-binding agreement between you (either as an individual or as an entity) and Codentity for the Software identified above, including any Software files, distribution media, and accompanying on-line, printed, or otherwise disseminated documentation. The terms also apply to custom-formed software license activation keys and license confirmation codes, and counterparts, which may be produced and supplied by Codentity, or the Software, for exclusive application on a specific computing device(s). Keys, codes and counterparts will include alphabet-based characters, numeric characters, or some combination of alphanumeric characters.

1. License. The Software is licensed and not sold. Trial (i.e., evaluation) users: Codentity grants to you (i.e., the "Licensed User") a personal, nonexclusive and limited time / limited use “trial” license to use the Software on only one computer in the U.S.A., and only when that computer is not part of a network server or not an Internet-connected device operated as a file server or file-sharing apparatus. "Use" means storing, loading, installing, executing or displaying the Software. The Software may not be modified, and no licensing or control feature of the Software may be disabled. At the end of the Software prescribed trial period you MUST purchase a “retail” license OR stop using the Software and delete it from you computer. Retail (customer) users: Upon verification of payment, Codentity grants to you (i.e., the "Licensed User") a personal, nonexclusive provisional retail license to use the Software on only one computer in the U.S.A., and only when that computer is not part of a network server, or not an Internet-connected device operated as a file server or file-sharing apparatus. Additionally, use is limited to one computer until a Codentity “Value Key Activation” license for this Software has been purchased from Codentity and successfully activated on a second computer. By complying with License terms, and with the terms of a Value Key Activation license, it is permissible to use the Software on a second computing device.

1.1 Upon your full acceptance of License terms, the Software installs with a temporary, restricted, and free-of-charge Trial license which can be converted to a provisional Retail license, once the user has purchased a Retail license and received Codentity confirmation of appropriate payment in-full. A provisional Retail license will require activation and may require periodic renewal and user identity / device-specific confirmation. A valid provisional Retail license in good standing can be converted to a “Retail-Renew” license at no additional cost to the Licensed User following the initial provisional retail use period (of approximately 30 days). A Retail-Renew license may require periodic renewal and user identity / device-specific confirmation. If the Licensed User desires optional Software products or additional licenses, Codentity will require additional payments. (In section 5, see requirements for possible license verification Transfer Fee and / or Activation Fee connected with a Software transfer or machine transfer.)

1.2 Every form of this License (including Trial, Retail, Retail-Renew, and Value Key Activation) limits use of the Software to devices utilizing a compatible RUNTIME version of Microsoft® Access™, or devices utilizing a compatible version of Microsoft® Access™ operated in RUNTIME mode (i.e., executed with a RUNTIME command parameter). This means that use of the Software is subject to the technical, functional, and interface limitations enforced by the Microsoft® Access™ RUNTIME environment—in combination with further operational and security restrictions imposed by Codentity. By accepting the terms of this License, you agree not to use, or attempt to use, the Software with a non-RUNTIME instantiation (i.e., executing instance) of Microsoft® Access™. Additionally, you are obtaining NO RIGHTS in the Software, or its related or derivative technologies, editorial or catalog content, data, descriptions, trademarks, patent or pending-patent assets, copyrights, or embodiments (past, present or future) EXCEPT those rights given in this limited License. The Software is an English language product manufactured in the United States and is licensed for use exclusively in the U.S.A. (United States of America) for devices operating using the English language.

1.3 Codentity, headquartered in Westmont, Illinois U.S.A. is the exclusive developer, publisher, licensor, and distributor of the Software. You agree to purchase Software licenses ONLY from Codentity, and you understand that Codentity Software license, or license activation key / code transactions, with any party or entity other than Codentity is unauthorized, and therefore illegal. In any case, no Software license can be valid, and no license activation keys or license confirmation codes can be valid, unless said items are purchased from, and supplied by, Codentity.

2. Ownership. The Software, together with all intellectual property rights embodied therein, is either owned by Codentity, or limited contractual ownership has been assigned to Codentity by the author-developer. Any third-party software or data, incorporated herein or distributed as part of the Software, is owned by the third-party who has supplied or licensed their technology and data. The Software is protected by United States copyright laws and international treaties. It may also be protected by patents or pending patent applications. Certain terms, descriptive phrases, or product and feature names appearing in the Software may also be protected by Codentity-owned or licensed trademarks. Your license confers no title or ownership in the Software. Codentity’s third-party suppliers may protect their rights in the event of any violation of this License.

3. Copies. You may make one copy of the Software for backup or archival purposes, or when copying is an essential step in the authorized use of the Software. You must reproduce all copyright notices in the original Software on all copies. You may not copy the Software onto any bulletin board, Web (i.e., Internet) site, or similar system, nor can you copy or disseminate the user documentation, or any product or license activation keys / confirmation codes (or their equivalent) provided with the Software, or obtained for Software activation (i.e. operation), except for your own Codentity-authorized use.

4. Restrictions on Use. By accepting the License terms, you agree not to perform, enable, assist, fund, or promote the execution of prohibited activities. The restrictions described here set forth some prohibited uses. Because an exhaustive description of each prohibited use is impractical, the descriptions of prohibitive Software use provided in this EULA (i.e., the License) are both explicit and instructive. They explain how a breach of this contract can occur, and are also intended to help the user understand how to comply with the License agreement.

4.1 The Software contains copyrighted material, trade secrets and methods, and other proprietary material of Codentity and its suppliers. You are not permitted to (i) modify, adapt, alter, translate, decompile, disassemble or otherwise reverse engineer the Software or reduce the Software to human-readable form by any means whatsoever; (ii) remove any identification, copyright or other notices from the Software; or (iii) create a derivative work of any part of the Software; or (iv) rent, lease, loan or distribute the Software in whole or in part; or (v) distribute, publish or repackage the catalog (database) reference content (except as permitted by programmed functionality within the Software UI—i.e., user interface). In addition, you may not attempt or cause, or in any way assist, compensate, or enable another individual or entity to attempt or cause, an unauthorized log on with a user identity, group membership, or password. Another example of prohibited activity would include using, or attempting to use, software, documentation, or descriptions which may be supplied or publicly revealed by any third-party, Microsoft Corporation, Codentity, or you, to discover user and group identities (not licensed to you) and their associated passwords—whether obvious or encrypted—to access, operate, manipulate, examine, disassemble, replicate or modify this Software.

4.2 Additionally, you may only use the Software with the specific user identities and group memberships assigned to you in this License contract. Your assigned user identities, which may be expanded at the sole discretion of Codentity, include: "DJ1" and any non-administrative group memberships to which the Software may assign, or Codentity may stipulate, for this DJ1 user name. In particular, you may not join, or attempt to join, or assume a user identity with membership in the Microsoft® Access™ Admins group of any security file used to access, operate, view or manipulate this Software. License authorized user identities (such as DJ1) may only add, delete or change data, as permitted by their Codentity-assigned user rights. This is only authorized to occur when using the Codentity Software user interface implementation, and when working with data modification procedures supported by that implementation as part of a Microsoft® "mde" file operating in an Access™ RUNTIME environment.

4.3 It is further stipulated here that you also agree not to cause, or attempt to cause, operation of the Software, or any of its optional products including additional licenses, by means of an illegally obtained (i.e., unauthorized by Codentity) license activation key and / or license confirmation code. This prohibition also forbids the use of one or more randomly generated or presumed (i.e., speculated) keys or codes. You hereby accept notice, and agree without reservation, that Codentity reserves the right to suspend or immediately terminate any and all related Software licenses in the event that Codentity license monitoring technology, or some other valid method, detects or confirms user activity, or user-enabled robotic activity, involving License prohibited action(s) such as a plurality of failed license key / confirmation code responses (i.e., submissions). You further agree that, in the event of a termination action, Codentity also has the right to programmatically deactivate (i.e., disable) all related Codentity Software, and you acknowledge that deactivation will include loss of data maintained in the Codentity Software, AND that after suspension, termination or deactivation, Codentity shall not be obligated to refund any monies; including funds collected for license fees, service fees, transfer fees, processing fees, user-account maintenance fees, consulting fees, taxes, shipping, and technical assistance fees (if any). Further, you agree that Codentity shall have no obligation to restore user access, or assist in the technical restoration of user access, to Software disabled as a result of unauthorized activity, or Software disabled by intentional user actions.

4.4 Another example of a prohibited practice involves the successful, or attempted, importation, exportation, or data link, of any Software object, when that import / export / link operation is not a function deliberately implemented by Codentity in the UI (user interface). Examples of Software objects include tables, queries, forms, macros, and modules. This prohibition includes, but is not limited to, methods provided by instantiations (i.e., executing instances or operational embodiments) of Microsoft® Access™, when that import / export / link operation is not a function deliberately implemented for the Software interface by Codentity. A deliberately implemented function is an operational aspect executed by user interface commands in the Codentity Software, when those command instructions were designed and inserted by Codentity.

4.5 A further example of prohibited use concerns a restriction on the dissemination or public disclosure of Software Product IDs, Product Keys, license activation keys and confirmation codes (or their counterparts such as C-Phrase, VSID, VKT, RDT, or DDT character strings). Software activation keys, codes, product IDs and their counterparts are formed for unique (i.e., sole) computing devices, licensed to specific users, and are produced (in some cases, for a fee) at the request of a specific user (i.e., Licensed User, who is also the registered party). The activation keys and confirmation codes are produced by Codentity (or the Software), are licensed to the user (i.e., Licensed User), are supplied to the user as licensed data under the terms of this License, and remain the exclusive intellectual property of Codentity. You agree not to sell, transfer, trade, consign, reassign, offer at auction, publish, post, email, describe or otherwise distribute, depict, or disclose Software activation keys and confirmation codes, including their counterparts (i.e., equivalents), supplied to you or to other parties. Further, you acknowledge that Codentity, at its sole discretion, may restrict any user or entity to a limited number of “Trial” downloads or operations, and / or Software license activation keys and codes and their counterparts (including the counterpart examples cited above). Additionally, you agree that if Trial license has not been converted to a Retail (i.e., purchased from Codentity) license within 90 days of Trial installation, the Software must be deleted by the user.

4.6 In addition to the restrictions set forth above, you are expressly not permitted to use the Software in conjunction with the operation of any device or systems in which a malfunction (including, without limitation, software related delay or failure) would result in foreseeable risk of injury or death to the operator or system, or to others. If this Software is labeled "Beta" or "Restricted Distribution", you are restricted from disseminating information about this Software to any other person or entity except as authorized in writing by Codentity. If this Software is labeled "Beta" or "Restricted Distribution", you agree not to print, e-mail, "blog", discuss or prepare Software reviews, whether for profit or not-for-profit; and you agree not to publish images, drawings, notes, letters or manuscripts that contain information about the Software, including, but not necessarily limited to, operational functionality, product descriptions, visual design, market impact and marketing strategies, except as authorized in writing by Codentity or its authorized legal representatives.

4.7 If the Software is labeled "Beta", you further agree that you are not now, and will not become (prior to June 1, 2013), an employee, consultant or an independent agent (or member of a team) developing (or operating with or planning for the intent to develop) software, books, manuscripts, movies, games, Web sites or products that can be reasonably judged by Codentity to be in clear conflict of interest (whether in commercial or non-commercial scope) with the form, function and intent of this Software.

4.8 You agree that Codentity may require "beta" users to apply for, pay a license fee, and be accepted in, the so-called Codentity Beta Tester Program (BTP); a non-formal customer group with no special rights except as may be declared in this License. Members of such a Codentity customer group (the BTP) may be required to affirm that they are not independent software developers, consultants, employees or associates of any person, company, enterprise or government entity that creates, markets or distributes, or intends to create, market or distribute either directly or indirectly software, services or products that may be judged, in the exclusive opinion of Codentity, to be in potential or demonstrable commercial conflict with the form and function of this Codentity Software.

4.9 Use of this Software beyond evaluation periods will require mandatory user registration and mandatory product activation via Codentity-supplied (following purchase by you) license activation key(s) / code(s). The product activation process may include time-out restrictions that limit the uninterrupted use of the Software unless, or until, you have obtained, and successfully applied, the specified type of product renewal authorization from Codentity. The Software may continue to require periodic reactivation, which may also require verification of registration and proof of ownership. The Software may contain technology to determine authorized and non-authorized users (and possibly their identity). This technology may include program code that surveys, compiles and stores data regarding the physical assets and operating system software and its settings on your installation computer; and this data (which will be treated according to the then-current Codentity privacy policies) may be used to evaluate your legal rights to use the Software. You hereby accept notice and agree that in the event that Codentity determines that you are not authorized to use the Software, whether for lack of license payment or breach of contract, or any other reasonable cause, your ability to use the Software may be temporarily or permanently blocked, at the sole discretion of Codentity or its authorized agents, without further notice or compensation. You understand and accept that a Codentity-imposed license revocation (i.e., termination), suspension, or program block condition, may also result in loss of data or data access without compensation. You further agree that Codentity has no obligation to provide services or tools that can be used to assist or execute a data recovery process.

4.10 You agree that Software logic may audit (i.e., assess) your use of the Software to ensure compliance with the terms of this License. You agree that initial notice of intent to audit is included in this License contract and / or by the authority of any requirement to register and report a user name to Codentity. You understand that the Software contains license monitoring technology that cannot and must not be disabled. You agree that, in the event license monitoring technology detects any use of the Software (by you or any person or entity which obtains access to the Software from your media, downloads, transfer, computer system or license activation keys and / or confirmation codes), other than utilization in full compliance with the terms of this License, you shall expect and accept notice of license termination from Codentity. At such time, commencing with the notification of termination, your right to use the Software will end.

4.11 You agree that the Software is subject to improvement and / or modification by Codentity without further notice. You agree that Codentity is not obligated to provide Software upgrades, technical support or product enhancements. You agree that users who violate the terms of this License are subject to immediate License termination without further warning and without financial compensation, or compensation of any other kind. You also agree that, in all cases, program methods and Software operations activity monitoring in this Software may be exclusively used to determine and certify whether a user, or user identity, has violated the terms of this License. You also agree that TRIAL license activations are limited to a maximum of FOUR in the aggregate, and THREE per calendar year, unless a written waiver is obtained from Codentity, or trial licenses are converted to valid retail licenses. You further agree not to attempt to manipulate license periods (such as Trial or provisional Retail date-controlled calculations) by modifying the system date on your computing device. You understand that a detected date-sequence discrepancy may cause monitoring technology to impose a program lock, and possibly other remedies including, but not limited to, Software License termination and / or forced deactivation. Deactivation, if imposed or executed, will disable the Software, prevent access to Software data, and, in some cases, may permanently delete Software-stored data.

4.12 Additionally, you understand and agree that in cases where you purchase a Software license from Codentity, your transaction participation and payment constitutes an irrevocable work order for at least one unique license activation key / confirmation code (that you will need to operate the Software on your computing device). And you agree that, since each license activation key (and confirmation code if any) must be manufactured (i.e., formed on request) by Codentity for a specific device and user, based on data represented or supplied by the user, Codentity will always have the right to receive and retain payment for a separate Service Fee (such as an activation key “generation fee”) in connection with each transaction. This means that in the event a competent legal jurisdiction, or funds processing service (e.g., a digital services banking entity or an auction or Web-store site with a payment mechanism), somehow requires Codentity to execute a Software license refund, or requires that Codentity accept a funds debit in connection with your transaction, Codentity can legally retain a “service fee” (in U.S. funds) up to 25% of the total transaction or $50.00, whichever is greater.

4.13 A Codentity service fee may apply to each executed transaction, and the service fee will be considered fair compensation for one or more of these services involving an associated cost of labor: a) creation and maintenance of your customer-account, b) preparation and transmission of account notifications and technical advisories, c) complete or partial fulfillment of your irrevocable work order, to include the process of preparing and, eventually transmitting, user and device-specific activation keys / confirmation codes, d) performance of additional miscellaneous and reasonable administrative actions. And, you further agree that if Codentity retains a service fee, but Codentity has not retained funds equivalent to the entire amount of the corresponding original transaction, the user shall have NO RIGHT to use the Software. And further, even when the user does not have the right to use the Software, the user will remain obligated to comply with the terms of this License agreement.

5. Transfer. Your license will automatically terminate upon any transfer of the Software to another person or entity. The transfer must be direct and cannot be a consignment. The person or entity in receipt of the Software transfer shall be the “Transferee”. Upon transfer, you must cease all use and deliver the Software, including any copies and related documentation, to the Transferee. Codentity may also, at its sole discretion, require that you initiate and execute a Codentity Software deactivation process on the computing device which you stipulate as the device(s) from which the transfer will originate (i.e., the “transferring device(s)”). Deactivation may require pre-authorization from Codentity. In order to confirm deactivation, Codentity will require that you supply the deactivation code generated by the deactivation process on the transferring device. If you cannot, or will not, supply the accurate deactivation code, as determined by Codentity, your claim of deactivation cannot be supported. This will mean that, for purposes required by this License, a deactivation has not occurred and the Software transfer (or other request) may be denied. In all cases, a transfer will require the termination of associated Retail-Renew, Value Key, and optional product licenses (connected with the same originating RETAIL Software license) on the transferring device, and your associated devices. You may also be required to execute and confirm deactivation of the Software on other devices which have been licensed in connection with the transferring device.

5.1 Further, the Transferee must accept and be bound by this License as a condition of the transfer. This includes any Codentity-supplied third-party software. The Transferee may be required to pay Codentity a license verification Transfer Fee (not to exceed a total of $150.00 in U.S. funds before taxes per license transfer) in the likely event that Codentity must verify the Transferee’s right to receive a license transfer. Additionally, installation and operation of the transferred Software on a different device will require that Codentity collect information from the different device user in order to custom-form a unique license activation key(s) / confirmation code(s) for that different device. Codentity reserves the right to require payment of an Activation Fee from the Transferee of up to $100 (in U.S. funds before taxes) as compensation for the labor and other services involved in the production, recording, assignment, and transmittal of new license activation key(s) / confirmation code(s) to the Transferee. The Activation Fee may be required in addition to any Transfer Fee. Where applicable, sales tax will be added to all transactions. Any new license activation key(s) / confirmation code(s), and their equivalent counterparts, will remain the exclusive intellectual property of Codentity and be supplied to the user of the different device as licensed data under the terms of this License.

5.2 If Codentity cannot verify the Transferee’s legal right to accept transfer, Codentity may refuse to provide a user-specific license activation key(s) / confirmation code(s) to the Transferee, and access to the Software may be permanently blocked by Software license monitoring technology. Verification in this process may require the transferring party to prove to Codentity’s satisfaction that they have removed and destroyed all copies of the Software in their possession. Also, in the event that Codentity collects a license verification Transfer Fee, Activation Fee, or other service fees from the Transferee, the funds associated with these fees will be exclusively retained by Codentity, and no payment of any kind from Codentity will be received by any third-party. Any Software transfer must occur between parties or entities located in the U.S.A. A Software transfer for a TRIAL license is not permitted.

5.3 A “machine transfer” shall be generally defined, but not exclusively defined, as a process whereby the Licensed User wishes to deactivate and delete the Software from the originally-licensed device(s), and subsequently install the Software to a different device(s) owned or operated by that same Licensed User. In some cases, a substantially modified computing device (such as a computer with a new motherboard, or a newly-installed storage drive) may require a machine transfer. Additionally, hardware failure of a Software-licensed device may make the Licensed User eligible for a machine transfer. Since removal and deactivation of the Software from the original device(s), and re-installation and activation of the Software on different device(s), or on the re-configured original device, will require the formulation and transmission of different activation key(s) / confirmation code(s), Codentity reserves the right to require payment of one or more Machine Transfer fees. The Machine Transfer fee is a service fee that, if required, must be paid by the Licensed User before Codentity will begin the custom-formation or verification of the new activation key(s) / confirmation code(s). The Machine Transfer fee will be non-refundable. The Machine Transfer fee, when required by Codentity, will be limited to $150.00 (U.S. funds before taxes) per activation key / confirmation code set. Details will be explained at the Codentity Web store (www.codentity.com). A machine transfer will require that the Licensed User agree to conform to all terms of the Software License. Codentity reserves the right to refuse a machine transfer authorization.

6. Third-Party Software. The acquisition of Codentity Software may also include third-party software products ("Third-Party Software"), which require that you enter into a separate license agreement with the publisher of such software in conjunction with your original installation. You understand that your use of the Third-Party Software may be governed by the terms of that end user license agreement and not solely by this License. In the event that you are not bound by a third-party license agreement, the terms of this Codentity License agreement are binding with respect to your use of third-party software. Codentity stipulates that, by virtue of a license agreement with Microsoft Corporation, licensed users of this Software are granted license to install and use the Codentity-supplied Microsoft® Access™ version 2002 (XP) RUNTIME files (in accordance with the Microsoft policy governing distribution and use of Access™ RUNTIME files).

7. Termination. Codentity may terminate your license upon notice of failure to comply with any of the terms of this License. Notice from Codentity may be delivered to you via program messages or other appropriate means. If your license is terminated, your legal right to use the Software will end, and the Software may be permanently blocked by Software license monitoring technology. Upon termination, you must immediately destroy the Software, together with all copies thereof (including documentation, but excluding your copy of this License agreement). Additionally, upon termination, you understand that the Software may be automatically and programmatically deactivated (i.e., disabled), and that deactivation will result in loss of Software data, and the ability to access Software data, without any compensation to you. The disclaimers in Sections 8 and 9, and provisions of Sections 1-6, 10, 11, and 15-17, shall survive any termination.

8. Disclaimer of Warranty. Codentity is licensing the Software to you "as is" and without any warranty of any kind. You accept all risks, which may arise from installing the Software, including, without limitation, errors in transmission or corruption of existing data or software; errors of omission, spelling and editorial judgment in product content and related functions . Codentity does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or that the Software will be error-free. CODENTITY AND ITS SUPPLIERS HEREBY DISCLAIM WITH REGARD TO THE SOFTWARE ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS. Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not be applicable to you. This limited warranty provides specific legal rights. Other rights may vary from jurisdiction to jurisdiction.

9. Limitation On and Exclusion of Remedies and Damages. You can recover from Codentity and its suppliers only direct damages up to U.S. $2.00 (two dollars). You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. This limitation applies to: a) anything related to the Software, services, or content (including code), technical assistance, or documentation; b) incorporated third-party programs; c) loss of data, or downtime costs arising out of the use of, inability to use, or the results of use of, the Software; d) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if it is determined that Codentity knew, or should have known, about the possibility of the damages. The above limitation or exclusion may not apply to you because your jurisdiction may not allow the exclusion or limitation of incidental, consequential or other damages.

10. Export Restrictions. You agree and certify that neither the Software nor any editorial or catalog content, or technical data received from Codentity, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. You agree to comply fully with all laws and regulations of the United States and other countries to assure that neither the Software, nor any direct products thereof are: exported, directly or indirectly, in violation of any applicable export control laws or used for any purpose prohibited by such export control laws. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into any country to which the U.S. has embargoed goods; (ii) or to anyone on the U.S. Treasury Department’s Table of Denial Orders. You may not export or re-export or transfer the Software or any portion or copy thereof in violation of applicable export, import or other laws or regulations. Before attempting to export this Software under any conditions, you must request and receive permission in writing from Codentity.

11. Government Restricted Rights. The Software is provided with RESTRICTED RIGHTS. The Software is a commercial software product, licensed on the open market, and was developed entirely at private expense and without government funds. Any use, modification, reproduction, release, performance, display, or disclosure of the Software by any government entity shall be governed solely by the terms of this License agreement and shall be prohibited except to the extent expressly provided under this License agreement. No license to the Software is granted to any government entity requiring different terms. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph ©(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs ©(1) and (2) of the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19, as applicable. Manufacturer is Codentity LLC, 923 Noel Ct., Westmont, Illinois 60559.

12. Copyright Infringement Warning. One aspect of the Software permits sequential rendering (i.e., playback) of audio recordings embodied as digital media files. The user is hereby notified that many recordings are protected by copyright laws in the United States and other countries. The Software should never be used to reproduce digital audio files when the utilization constitutes a violation of copyright law. Codentity encourages users to acquire digital recordings from legally-licensed sources.

13. Trademark Notice. Codentity, the Codentity logo, and Music MegaBase are registered trademarks in the U.S.A. owned by or licensed to Codentity. True Blend, Keyword Compositor, and Keyword Query Toolset are trademarks owned by or licensed to Codentity. This is not an exhaustive summary of Codentity-controlled trademarks.

13.1 In the Software, a reference catalog (i.e., database summary) of popular hit-music recordings is accessible by the user. In some cases, the names of songs (i.e., “titles”) and / or the names of artists, or title / artist combinations, may be trademarks owned by third-parties. The inclusion of a title or artist name in the Software is present to note that term as part of the historical record, and is not intended to imply or constitute an endorsement of Codentity software products or Codentity services.

13.2 Be advised that Microsoft, Windows, and Access are either trademarks or registered trademarks of Microsoft Corporation in the United States and other countries. Other trademarks are the property of their respective owners.

13.3 In the Software, Software documentation, Software marketing materials, Software-related communications and transactions, and all other instances, use of Microsoft Corporation trademark terms such as “Windows” or “Access” has been included only to disclose technical requirements, operational aspects, performance guidelines, or clarify user-interface instructions. The inclusion of a Microsoft Corporation trademark term in the Software, Software documentation, Software marketing materials, Software-related communications and transactions, and for all other instances, is not intended to imply or constitute an endorsement by Microsoft for Codentity software products or Codentity services, or collaboration with Codentity software products or Codentity services.

14. Required Programs and Functionality. Since at least one key Software file is formed and supplied as a Microsoft® Access™ database file, the Software requires a compatible instantiation (i.e., executing instance) of Microsoft® Access™ to operate. The Software requires execution of Access™ macros. The Software also requires execution of certain ActiveX® controls including the Microsoft Windows Media Player ActiveX® control, and numerous ActiveX® controls furnished under license by FMS Inc. You understand these requirements, and agree to install and permit operation of the various files, programs, and programming enhancements required by the Software.

15. Program Maintenance and Technical Support. The user should have a basic understanding of how to operate Microsoft® Windows®. Codentity does not provide Software training. The Software is offered on a “self-serve” basis with all risks assumed by the user. At regular intervals, the user agrees to create and safely-maintain protection (i.e., back-up) copies of his or her licensed "mde" Software file. Software technical support is not included with any paid license, transfer, processing, service or documentation fee(s). Technical support, if offered, will be provided at a time, scope, cost and manner determined at the sole discretion of Codentity.

16. Requirement to Communicate Limitations. The user understands that a valid email address, connected with the Licensed User and registered with Codentity, will be required to receive Software activation keys, codes, potential updates, and related information. In the event that either party, Codentity or the Licensed User, changes its email address of record, that party agrees to notify the other party within a reasonable period. Codentity will not be responsible for delays, costs, misunderstandings, or other detrimental effects that may result from email correspondence returned or blocked by the Licensed User’s email provider, or email administration program.

16.1 Codentity wishes to establish and maintain excellent customer relationships. With respect to legitimate customer communications pertaining to each verifiable transaction, Codentity will make every effort to respond in a professional, civil, consistent, and timely manner. Codentity respectfully requests that each customer (Licensed User) respond in kind. Codentity cannot and will not guarantee a definite response time.

16.2 In cases where you, or a party authorized to represent you, or robotically-manipulated messaging mechanisms controlled or enabled by you, deliberately and / or repeatedly fail(s) to follow clearly-stated License terms or Codentity service guidelines, Codentity reserves the right to terminate contact or to alternatively limit responses to one communication per year. In extreme cases, Codentity will have the option, at its discretion, to charge a reasonable service or processing fee for our communications produced and executed in response to your actions.

17. General. This License will be governed by the laws of the State of Illinois, as applied to agreements entered into and to be performed entirely within Illinois between Illinois residents, without regard to principles of conflicts of laws. Codentity may, at any time, and at its sole discretion, decide to change the governing jurisdiction to any state of the United States of America, and Codentity may do so without regard to financial hardships or detrimental effects that may be presumed applicable, or verified applicable, to any party to this License. Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.

17.1 You agree that only Codentity has the right to establish and modify the cost of Codentity Software and Codentity services. Codentity makes no guarantee of price or cost equity (i.e., fairness). You are hereby informed that Codentity, or its authorized agents (if any), may make modifications to published and non-published costs of Software and services. You agree that cost modifications, when implemented, apply to current transactions; and will not entitle Retail, Renew or Value Key Activation users (i.e., customers) to post-transaction price modifications. This means that for completed transactions, Codentity shall make no cost reductions, and no cost increase claims.

17.2 It is stipulated here that Codentity does not provide legal advice. This stipulation includes, but is not limited to, matters related to the understanding and interpretation of, and compliance with, this License. Concerned parties who wish to obtain legal counsel must do so at their expense.

17.3 With regard to customer-supplied or Software-retrieved Licensed User information, and / or corresponding device data, Codentity shall treat this information in accordance with Codentity’s then-current privacy policies. Codentity reserves the right to co-operate with law enforcement agencies of competent jurisdiction. This includes potential allegations of, or investigations into, copyright infringement and Software piracy.

17.4 This License may only be modified by a written document, which has been signed by both you and an authorized Codentity officer. Should any provision(s) of this License be declared invalid by any court of competent jurisdiction, the balance of the License will remain valid and in full force and effect according to its terms.

17.5 This is the entire agreement between you and Codentity, and supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software. This License shall be exclusively interpreted in accordance with the English language with the meaning of its terms. Should a translated version of this License deviate from the English language version, only the English version shall apply and be binding. Further, because the Software is an English-language only product, and licensed and marketed as such, you agree that Codentity has the right to require that all communications, including those encompassing financial transactions, technical support, or legal matters, be exclusively executed in modern-day, U.S.A. conventional, English language.

17.6 By selecting the "I have read and do fully accept the terms of the EULA" box presented on the interactive Codentity License Manager form (within the Software), you agree that you are irrevocably accepting the complete terms and conditions of this License (i.e., contract). If you do not, will not, or cannot accept the terms, you will immediately terminate your rights to access and use this Software.

Last revision: 11/12/12

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