SOFTWARE END USER LICENSE AGREEMENT FOR MUZIIC SOFTWARE

THIS AGREEMENT APPLIES TO THE MUZIIC SOFTWARE DOWNLOAD PROVIDED BY MUZIIC, LLC, ITS AFFILIATES AND SUPPLIERS (COLLECTIVELY, “MUZIIC”). BY CLICKING TO INSTALL OR BY USING OUR SOFTWARE, YOU ARE AGREEING ELECTRONICALLY TO THE TERMS OF THIS LICENSE AGREEMENT AND THE MUZIIC PRIVACY POLICY LOCATED AT <http://www.muziic.com/privacypolicy.php> AND AS THE "LICENSEE." YOU ALSO AGREE TO THE MUZIIC TERMS OF SERVICE LOCATED AT <http://www.muziic.com/tos.php> IF YOU DO NOT AGREE TO THIS LICENSE, CLICK "CANCEL" AND DO NOT INSTALL, COPY OR USE THE SOFTWARE.


THIS MUZIIC SOFTWARE PACKAGE INCLUDES THE FOLLOWING COMPONENTS:

Muziic Player

Muziic Encoder

eMusic 35 Free MP3 Offer

The Muziic software is freeware and you may distribute it to other parties via electronic means. Muziic grants the Licensee a free-of-charge, personal, non-exclusive, and non-transferable license to install and use the Product, subject to Licensee's compliance with the terms and conditions of this Agreement.

This license provides no rights to any music, or other audio/video that may be reproduced, encoded, distributed, uploaded, transmitted, played, performed or used in any manner with the Muziic software. The Licensee is completely responsible for making sure that any audio/video content is properly used in accordance with all applicable laws. The Muziic Encoder software may be used to re-encode digital reproductions of MP3 audio files along with JPG, BMP or PNG image files to create an audio/video reproduction. It is licensed to you only for reproduction of audio/image files in which you own the copyright, non-copyrighted audio/image, or audio/image files you are authorized or legally permitted to reproduce. If you are uncertain about your rights regarding the Muziic Encoder you should contact your legal advisor.

The Muziic Player may contain links to other web sites, resources, third party “plug-ins” that interact with the product, third party services, products or supplemental applications and advertisers. Muziic is not responsible for the availability of these third party services, or products, nor does it endorse, or is it responsible for the products or other materials made available on or through such external sites, nor do we represent or warrant that access and use of these third party sites or products will be compatible, and without defects. Under no circumstances shall Muziic be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to Licensee in connection with the use of or reliance on any content, goods or services available on such external sites or third party offerings.

Licensee may not: attempt to access the source code, algorithms, structure or defeat, or otherwise circumvent any software protection, change, modify, decompile, disassemble, reverse engineer, or use the Product to reproduce, display, perform, or distribute audio and/or video content in any manner that violates any U.S. or foreign laws or regulations.

The Licensee understands that the Muziic software may automatically update to newer versions without notice to the Licensee and can, on occasion, require new software downloads for major upgrades along with a new license agreement in which the Licensee will be required to agree to as a requirement for continued use of the Muziic software. The Licensee agrees that it will use the Product only for lawful purposes and in accordance with this Agreement. The Licensee agrees that Muziic is allowed to send you electronic Notices to the e-mail address that you provided to Muziic.

The Licensee understands that Muziic assigns the Licensee a non-exclusive, non-assignable and personal license to use the software which is based on the Licensee's continued compliance with the terms of this agreement. The Licensee also understands that the grant of this license is not, and cannot be deemed to be, an assignment of the software. Muziic expressly withholds ownership of all copyright, trademarks and all other proprietary intellectual property rights contained in the software except for those Portions of the Products software components developed through various open source projects, components of the YouTube API or components from the Microsoft Windows operating system.

LICENSEE AGREES THAT THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. MUZIIC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE MUZIIC SOFTWARE WILL ALWAYS BE AVAILABLE AND ABLE TO CONNECT TO THE MUZIIC SERVER, THAT THE SOFTWARE WILL OPERATE ON AN UNINTERRUPTED BASIS, FREE OF DEFECTS, VIRUS FREE, OR THAT ANY ERRORS OR BUGS IN THE SOFTWARE WILL BE FIXED, AND THE IMPLIED WARRANTIES THAT THE SOFTWARE IS OF SATISFACTORY QUALITY. FURTHER, MUZIIC HAS NO LIABILITY WITH RESPECT TO LICENSEE'S USE OF THE SOFTWARE. LICENSEE BEARS THE ENTIRE RISK AND ASSUMES THE ENTIRE COST OF ANY REPAIR. NO USE OF THIS SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MUZIIC, ITS AGENTS, EMPLOYEES, OR DIRECTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. MUZIIC, ITS AGENTS, EMPLOYEES, OR DIRECTORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF: CONTENT, SERVICES, SOFTWARE, PLUGINS, OR SKINS PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH OR USED WITH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.