END USER LICENSE AGREEMENT

READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY, BECAUSE BY SELECTING "I ACCEPT" OR OTHERWISE INSTALLING, COPYING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OR DO NOT WISH TO BE BOUND BY THIS EULA, DO NOT CLICK "I ACCEPT", INSTALL, COPY OR USE THE SOFTWARE.

GENERAL: This EULA governs your use of Software made available for your use by Harmonix Music Systems, Inc., a subsidiary of Viacom International Inc. ("Harmonix", "we", "us" or "our"). The Software is required to be installed on your personal computer to enable you to view and play in a simulation of the environment of the video game series entitled “Rock Band” (together with any other video game titles designated by Harmonix in its sole discretion, the "RB Game") all or part of a single MIDI track (each, an “RB Track”) created by you as a result of your access to and use of certain software applications and tools made available by Harmonix and/or Cockos Incorporated. For purposes of this EULA, "Software" means the Preview Window application software and user interface together with all components, plug-ins and add-ons thereof, including, without limitation, the Preview Window plug-in, Preview Window assets, ColorMaps, Template, ReaSynth Settings, Reaper Plugin Settings, Text Events List, RBN Keymap, and all updates, upgrades, patches, fixes, modifications, enhancements and releases thereto whether provided to you via download, automatically without additional consent or action on your part or otherwise.

LICENSE GRANT: Subject to your agreement and compliance with the terms and conditions of this EULA, Harmonix grants to you a limited, personal, non-exclusive, non-transferable and revocable license (without the right to sublicense) to (a) use the Software solely for your personal use to view and play RB Tracks in a simulation of the RB Game environment and (b) copy the Software to the hard disk or other fixed storage medium of any digital processor, computer or device that you own or that are under your control. You shall be fully responsible for providing all equipment, operating software, peripherals, controllers and other information technology resources required for the installation and use of the Software that meet the minimum requirements set forth in any documentation accompanying the Software.

RESTRICTIONS: The foregoing rights in and to the Software are the only rights granted to you in connection with this EULA, and any and all rights not expressly granted to you by the license described above are expressly and fully reserved by us, our affiliates and/or our or their respective licensors. Your license and right to access and use the Software is limited to hardware and peripherals owned or controlled by you. Except as specifically provided in this EULA or for backup or archival purposes specifically permitted by law, you may not use or make any other copies of the Software. You are not permitted to: (a) distribute, transmit, sublicense, lease, sell, rent or otherwise transfer the Software to any other person, firm or enterprise, (b) tamper with or attempt to bypass, modify, defeat or otherwise circumvent the operation of the Software, (c) alter, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover or disclose the Software source code or underlying programming or architecture or (d) use or exploit the Software in any manner in connection with any video game, other than the RB Game, that is operable on any platform (including the Xbox 360, PlayStation 3, Nintendo Wii) (and any predecessor, successor or derivative consoles or platforms) or hand-held video game systems (including the Sony PSP, Nintendo DS handheld and any predecessor, successor or derivative game systems to any of the foregoing) that contains, requires, features or allows: (i) any end-user action or interactivity with respect to rhythm, rhythm action and/or karaoke features or any combination thereof and/or (ii) game play based on, or simulates the playing of, a guitar, bass guitar, drum, other instruments, singing, karaoke or a band, without regard to the combination thereof and regardless of the use of peripheral(s).

PROPRIETARY RIGHTS: Harmonix and/or its licensors own all right, title and interest in and to the Software including, without limitation, all intellectual and proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this EULA shall be construed to transfer, convey, impair or otherwise adversely affect Harmonix's, its affiliates and/or our or their respective licensors' ownership or proprietary rights therein or any other Harmonix or Harmonix affiliate information or materials, tangible or intangible, in any form and in any medium.

TERMINATION: We have the right to terminate this license and your right to use the Software at any time, including any time we reasonably believe you have failed to comply with any term or condition of this EULA. If this license or your right to use the Software terminates for any reason or you do not agree with all these terms and conditions or you wish to discontinue your use of the Software, you must stop all use of the Software and either return to us or destroy the Software and all copies of the Software that are in your possession or under your control. We may ask you to certify your compliance with the foregoing in writing, and you agree to do so if we request you to do so.

DISCLAIMER OF WARRANTY: THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT APPLY OR THAT ARE MADE TO YOU IN ANY WAY IN CONNECTION WITH THE SOFTWARE OR THIS EULA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE AND YOUR ACCESS TO AND USE THEREOF, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF TITLE, NON-INFRINGEMENT AND/OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SOFTWARE IS MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND HARMONIX DOES NOT GUARANTEE, WARRANT OR REPRESENT THAT THE SOFTWARE SHALL MEET YOUR REQUIREMENTS OR THAT YOUR USE, OPERATION OR RESULTS OF USE OF THE SOFTWARE SHALL BE UNINTERRUPTED, COMPLETE, RELIABLE, ACCURATE, CURRENT, ERROR-FREE, FREE OF COMPUTER VIRUSES OR OTHERWISE SECURE. YOU ASSUME THE ENTIRE RISK OF DOWNLOADING, INSTALLING, COPYING, OPERATING AND USING THE SOFTWARE.

LIMITATIONS OF LIABLITY: YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER HARMONIX NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, SPONSORS, BUSINESS AND PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, AND CONTRACTORS SHALL, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, IN CONNECTION WITH OR ARISING FROM USE OF THE SOFTWARE OR OTHERWISE IN CONNECTION WITH THIS EULA.

YOU FURTHER ACKNOWLEDGE AND AGREE YOUR SOLE RIGHT AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGE ASSOCIATED WITH THE SOFTWARE OR THIS EULA, EVEN IF YOU CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL BE TO HAVE HARMONIX, UPON WRITTEN NOTICE FROM YOU, ATTEMPT TO REPAIR, CORRECT OR REPLACE THE SOFTWARE. IF REPAIR, CORRECTION OR REPLACEMENT IS NOT REASONABLY COMMERCIALLY PRACTICABLE, IN THE SOLE AND ABSOLUTE DISCRETION OF HARMONIX, EITHER YOU OR HARMONIX SHALL HAVE THE RIGHT TO TERMINATE AND DISCONTINUE YOUR USE OF THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES. ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS EULA MAY NOT APPLY TO YOU.

INDEMNIFICATION: You agree to defend Harmonix, its parent, subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, Advertisers, sponsors, business and promotional partners, operational service providers, suppliers and contractors (the "Harmonix Indemnified Parties") against any and all claims, demands and/or actions and indemnify and hold the Harmonix Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys' fees), resulting from any breach or violation of this EULA, infringement, misappropriation or any violation of the rights of any other party, violation or non-compliance with any law or regulation, the breach or violation of any term or condition of your Agreement with us, any use, alteration or export of the Software or otherwise in connection with this EULA. We reserve the right to assume, at our expense, the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and you agree to fully cooperate with us upon our request.

EXPORT RESTRICTIONS: The Software may be subject to laws and regulations concerning the sale, distribution, use and delivery of goods and services, including, without limitation, the export of same from the United States (“US”) or by US companies and/or their subsidiaries. You shall not export, re-export or transfer, whether directly or indirectly, the Software, any documentation or any technical data, specifications or information relating thereto or any portion or copies thereof, to anyone outside of the US, or from its permitted destination outside the US to another jurisdiction, without first obtaining written approval from Harmonix and ensuring that all required permits and licenses have been properly obtained including, without limitation, from the US government, any applicable agency or department of the US Government or any other government or governmental agency having jurisdiction over the subject matter.

GOVERNING LAW AND INTERPRETATION: This EULA and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of New York applicable to contracts wholly made and to be performed within the State of New York. You agree to irrevocably submit to the sole and exclusive jurisdiction of the courts of New York State and the Federal courts of the Southern District of New York, situated in the City, County and State of New York. You further irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that New York is an inconvenient forum. No amendment, modification, waiver or discharge of any provision of this EULA shall be valid unless made in writing and signed by an authorized representative of Harmonix. No failure or delay by Harmonix to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by Harmonix. If any provision of this EULA is held to be illegal, invalid or unenforceable, the remaining provisions of this EULA shall be unimpaired and remain in full force and effect.

YOU ACKNOWLEDGE THAT YOU HAVE READ THE ENTIRE AGREEMENT, UNDERSTAND IT, ACKNOWLEDGE YOU ARE BOUND BY IT AND AGREE TO FULLY COMPLY WITH ALL OF ITS TERMS AND CONDITIONS.

This EULA was last modified on August 8th, 2009 and is effective immediately.

© Copyright Harmonix Music Systems, Inc., a subsidiary of Viacom International Inc. 2009 -- All Rights Reserved.

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