A) GRANT OF LICENSE
The downloaded material contains a digitally-encoded machine-readable audio Giga Format Bank(s) for use with the NemeSys Music Technology, Inc. software. NTONYX grants to you a nontransferable, non-exclusive license to use the Giga Format Bank on a single computer, and to modify and merge the Giga Format Bank into another program for your use on the same single computer. Any portion of the Giga Format Bank that is merged into another program will continue to be subject to the terms and conditions of this Agreement. You agree that you will not attempt, and if you are a company, you will use your best efforts to prevent your employees and contractors from attempting, to reverse engineer, reverse compile, or disassemble the Giga Format Bank or portion thereof except as may be permitted by applicable copyright law. You agree that you may not copy for distribution the materials which accompany the Giga Format Bank on this web site without the written permission of NTONYX.
B) PROPRIETARY RIGHTS
You acknowledge that no title to the intellectual property in the Giga Format Bank is transferred to you. You further acknowledge that title and full ownership rights to the Giga Format Bank will remain the exclusive property of NTONYX, and that you will not acquire any rights to the Giga Format Bank(s) except as expressly set forth above. You agree that any copies of the Giga Format Bank(s) will contain the same proprietary notices which appear on and in the Giga Format Bank(s).
C) TRANSFER/DISTRIBUTION PROHIBITED
You may not sublicense or transfer the Giga Format Bank(s) to any third party without the prior written consent of NTONYX. This Agreement expressly excludes the right to distribute the Giga Format Bank or any portion thereof, whether merged into another program or not. You must enter into a Giga Format Bank Distribution Agreement with NTONYX if you wish the right to distribute the Giga Format Bank as merged into another program.
D) EXPORT
You may not download or otherwise export or re-export the Software Bank(s) or any underlying information or technology except in full compliance with international copyright laws. You agree to indemnify and hold NTONYX harmless from and against any and all liability arising from or relating to your breach of this Section D).
E) NO LIABILITY FOR CONSEQUENTIAL DAMAGES IN NO EVENT SHALL NTONYX BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, ARISING OUT OF THIS AGREEMENT OR USE OR INABILITY TO USE THE SOFTWARE, EVEN IF NTONYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
F) ENTIRE AGREEMENT
You agree that this is the entire agreement between you and NTONYX with respect to the use of the Giga Format bank software which supersedes any prior agreement, whether written or oral, and all other communications between the parties relating to the subject matter of this Agreement. Should you have any questions concerning this agreement, or if you desire to enter into a Giga Format Bank Distribution Agreement, please contact NTONYX.