Mark of the Unicorn, Incorporated
Electronic End User License Agreement

NOTICE TO USER:  THIS IS A CONTRACT.  BY INSTALLING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. This copy of the Software is licensed to you as the end user.  Please read this Agreement carefully.

This Mark of the Unicorn Incorporated ("MOTU") End User License Agreement accompanies a MOTU computer software program and its documentation and other related explanatory materials (collectively, the "Software").  In addition to the program and the documentation, the term "Software" shall also include any upgrades, modified versions or updates of the Software licensed to you by MOTU.

ALL USE OF THE SOFTWARE IS SUBJECT TO THIS LICENSE AGREEMENT.  BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DECLINE" BUTTON AND YOU WILL NOT HAVE ANY LICENSE TO ANY PART OF THE SOFTWARE.  MOTU'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY MOTU, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. License Grant, Use, and Restrictions.  Subject to the terms and conditions of this Agreement, MOTU hereby grants you a nonexclusive, nontransferable license (the "License") to use the computer software program in machine executable object code form only, and only in accordance with the applicable end user and technical documentation provided by MOTU. All rights not expressly granted herein are reserved. 

YOU MAY: (a) use the enclosed Software on a single computer; (b) physically transfer the Software from one computer to another provided that it is used on only one computer at a time and that you remove any copies of the Software from the computer from which the program is being transferred; (c) make copies of the Software solely for backup purposes.  You must reproduce and include the copyright notice on a label on any backup copy, and must take reasonable measures to ensure that any copy is used only as allowed by the terms of this Agreement.

YOU MAY NOT: (a) distribute copies of the Software to others; (b) rent, lease or grant sub-licenses or other rights to the Software; (c) provide use of the Software to third parties, or in a computer service business, network, time-sharing, multiple CPU or multiple user arrangement without the prior written consent of MOTU; (d) translate or otherwise alter the Software without the prior written consent of MOTU; (e) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except and only to the extent applicable statutory laws specifically prohibit such restrictions; nor (f) create derivative works based on the Software,

This License does not specifically entitle you to any updates, enhancements, or improvements to the Software.  MOTU may release these at times, and from time to time, at its sole discretion.

2. Title, Copyright, and Other Rights. The Software is owned by MOTU, and its structure, organization and code are the valuable trade secrets of MOTU.  The Software is also protected by United States Copyright Law and International Treaty provisions.  As between the parties, MOTU and/or its licensors and suppliers retain all right, title and interest in the Software and all copies and portions thereof.  Title, ownership rights, and intellectual property rights in and to the content accessed with the Software is the property of the applicable content owner and may be protected by applicable copyright or other law.  This License gives you no rights to such content.  You may use trademarks only to identify printed output produced by the Software, in accordance with accepted trademark practice, including identification of trademark owner's name.  Such use of any trademark does not give you any rights of ownership in that trademark.  Except as stated above, this Agreement does not grant you any intellectual property rights in the Software.

3. Disclaimer of Warranty.  THE SOFTWARE IS PROVIDED "AS IS" AND MOTU AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR ANY PARTICULAR PURPOSE.  MOTU AND ITS LICENSORS AND SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.  SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

4. Limitation of Liability.  NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER MOTU NOR ITS LICENSORS AND SUPPLIERS SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, DATA, PROFIT OR SAVINGS, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) FOR ANY DAMAGES IN EXCESS OF MOTU'S LIST PRICE FOR A LICENSE TO THE SOFTWARE, OR (C) FOR ANY CLAIM BY ANY THIRD PARTY; EVEN IF MOTU, ITS REPRESENTATIVE, OR ITS LICENSORS OR SUPPLIERS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

5. Termination.  The License granted in Section 1 will terminate automatically if you fail to cure any material breach of this Agreement within thirty (30) days of written notice, or immediately without notice in the case of a breach of Section 1.  Upon termination, you shall immediately cease all use of the Software and return or destroy all copies of the Software.  Except for the License granted in Section 1 and except as otherwise expressly provided herein, the terms of this Agreement shall survive termination.  Termination is not an exclusive remedy and all other remedies will be available whether or not the license is terminated.

6. U.S. Government Restrictions.  You may not remove or export, or allow the export or re-export, from the United States of any part of the Software in violation of the United States Export Administration Act, or any other US laws and regulations governing the export of US commodities and technical data.  

7. Governing Law and General Provisions.  This Agreement will be governed by the laws of the Commonwealth of Massachusetts, in the United States of America, without regard to the conflicts of laws provisions thereof.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  Parties agree that Massachusetts courts have jurisdiction over parties on issues related to this Agreement.  If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect, and enforceable.  Any notice, report, approval or consent required or permitted hereunder shall be in writing.  Any waivers or amendments shall be effective only if made in writing and signed by you and an authorized officer of MOTU.  You may not assign this agreement to any third party without MOTU's prior written consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. MOTU's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision.  In any action to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.  This Agreement shall inure to the benefit of MOTU, its successors, administrators, heirs, and assigns.

Unpublishable-rights reserved under the copyright laws of the United States, Mark of the Unicorn, Incorporated, 1280 Massachusetts Avenue, Cambridge, MA 02138

Digital Performer, Performer, FreeStyle, Professional Composer, Composer's Mosaic, Unisyn, WaveEdit, MachFive, MX4, MOTU Symphonic Instrument, Ethno, Electric Keys, BEAT INC., 2408, 1224, 308, 24i, 2408 mk II, 1296, 828, 896, 2408 mk3, 24 i/o, HD 192, 828 mk II, 896HD, Traveler, UltraLite, 8pre, 828mk3, 896mk3, UltraLitemk3, V3HD, V4HD, MIDI Time Piece, MIDI Time Piece II, MIDI Timepiece AV, Video Time Piece, Video Distribution Amplifier, MIDI Mixer 7s, MIDI Express, MIDI Express PC, MIDI Express PC Notebook, MIDI Express XT, Digital Timepiece, micro express, micro lite, Express 128, ClockWorks, Mark of the Unicorn, MOTU, and the unicorn silhouette logo are trademarks of Mark of the Unicorn, Inc.


