End User License Agreement

This End User License Agreement (the “Agreement”) is made between Yamaha Guitar Group, Inc. (“YGG”) and you, our customer (“you” or “your”). This Agreement governs your use of our services and/or the software that is provided with this Agreement and that you have acquired, downloaded, or purchased from YGG.

IMPORTANT: BY ACCEPTING, INSTALLING, DOWNLOADING, OR USING ANY PART OF THE SOFTWARE PROVIDED WITH OR EMBEDDED IN YOUR YGG AND ITS AFFILIATES’ PRODUCT, DIGITAL DOWNLOADS WHICH YGG AND ITS AFFILIATES MADE AVAILABLE, AND ACCOMPANYING DOCUMENTATION (COLLECTIVELY THE “SOFTWARE”), YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR CANNOT COMPLY WITH THESE TERMS AND CONDITIONS, DISCONTINUE THE INSTALLATION, DOWNLOAD, AND USE AND YOU WILL HAVE NO AUTHORITY TO USE THE SOFTWARE. YGG GRANTS THE LICENSE(S) SET FORTH IN THIS AGREEMENT ON THE EXPRESS CONDITION THAT YOU 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 YGG, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.


1. GRANT OF LICENSE

Subject to the terms and conditions set forth herein, YGG grants you an individual, personal, limited, non-sublicensable, non-exclusive license to install and use one (1) copy of the Software, in object code form only and only in accordance with the applicable end user documentation, if any (the “License”). To use certain Software, you may be required to create an account using an e-mail address and other credential(s) via YGG servers, and/or input a registration number or a product authorization key and/or register your copy of the Software online at YGG or its affiliate’s website to obtain the necessary license key or license file. This License permits Licensee to install the Software on more than one computer system, as long as the Software will not be used on more than one computer system simultaneously. Licensee will not make copies of the Software or allow copies of the Software to be made by others unless authorized by this Agreement. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH BELOW.

2. OWNERSHIP

YGG retains ownership of all intellectual property rights in and to the Software, including copies, improvements, enhancements, derivative works and modifications thereof. Your rights to Use the Software are limited to those expressly granted by this EULA. No other rights with respect to the Software or any related intellectual property rights are granted or implied.

3. “BETA” VERSIONS

You acknowledge and agree that the Software identified as a “beta” version may contain bugs, defects or limited functionality and the primary purpose of providing it to you hereunder is to obtain feedback on the Software’s performance and the identification of defects. You further acknowledge and agree that “beta” versions have not been fully tested and may include features or functionality currently under development that is not supported by YGG and that Section 4 below does not apply. Users of “beta” versions are advised to safeguard important data, to use caution, and not to rely in any way on the correct functioning or performance of “beta” Software and/or accompanying materials. Upon release by YGG of a commercial version of the Software, you agree to return or destroy the “beta” version of such Software.

4. FUTURE UPGRADES AND UPDATES

YGG may, in its sole discretion, make available future upgrades or updates to the Software. Upgrades and updates, if any, may not necessarily include all existing features or new features that YGG releases for newer or other models of YGG products. The terms of this Agreement will govern any upgrades or updates to the Software provided by YGG unless such upgrade or update is accompanied by a separate agreement in which case you agree that the terms of that agreement will govern such upgrade or update.

5. CONSENT TO USE OF DATA

You agree that YGG may collect and use technical data and related information, including but not limited to technical information about your device, system, the Software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Software. YGG may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. This clause is not intended to cover or relate to the collection or processing of data that is subject to the General Data Privacy Regulation of the European Union or any other applicable privacy law relating to personal information or consumer information.

6. TRANSFERS OF SOFTWARE

6.1 Software Transfer. Any transfer of YGG Software to another licensee must use one of the means provided by YGG for transfer. (a) Selected YGG Software may be from one customer account to another customer accounting using a software gift transfer mechanism provided by YGG. (b) Selected YGG Software may be transferable using the PACE iLok system. See www.ilok.com for transfer instructions. If you have upgraded Software to which PACE iLok applies, you may not separately transfer the original software and the upgraded software and the recipient of a permanent transfer of the rights granted hereunder must agree to this License. (c) Other YGG Software may provide other means for transfer.

6.2 Hardware Key. The Software may require a special hardware key to function and is delivered and managed using the PACE iLok license system and USB key. You may install the Software on multiple hardware devices as may be allowed under the PACE iLok license and only in connection with your properly authorized hardware key.

7. RESTRICTIONS

7.1. Code of Conduct. You will only use the Software for lawful purposes and in full compliance with all applicable laws, including, without limitation, copyright laws and the local laws of the country or region in which you reside or in which you download or use the Software. Additionally, when using the Software, you may not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or biological weapons; engage in any activity that exploits, harms, or threatens to harm minors; circumvent any restrictions on access to or availability of the Software; engage in activity that violates the privacy of others; or cause or encourage others to do any of the above.

7.2. No Reverse Engineering or Modification. You agree that you will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software, copy, decrypt, modify, translate or create derivative works based on the Software or any party thereof, except as and only to the extent that applicable law expressly permits.

7.3. No Distribution, Copy, or Transfer. You agree that you will not copy (except for archival purposes), rent, lease, assign, or otherwise transfer your rights to the Software unless in strict compliance with the terms of this License; make the functionality of the Software available to third parties, whether as an application service provider, or on a rental, service bureau, cloud service, hosted service, or other similar basis unless expressly authorized by YGG in writing; or remove any proprietary notices or labels on the Software. This License does not allow you to distribute or make the Software available over a network where they could be used by multiple devices or multiple computers at the same time.

7.4. Third Party Materials. The Software may be used to reproduce, modify, create derivative works, distribute, or transmit materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. Title and intellectual property rights in and to any content displayed by, stored on or accessed through the Software belong to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties and may be subject to terms of use of the third party providing such content. Except as otherwise provided herein, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you. If you are uncertain about your right to copy, modify or distribute any material, you should contact your legal advisor.

7.5 Export Restrictions. You acknowledge that the Software, or any part thereof, or any process or service that is the direct product of the Software are of U.S. origin. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments. The Software may not be exported or re-exported into any U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list.

8. THIRD PARTY SOFTWARE

The Software may be distributed with components from other vendors that are subject to different terms. Your installation, download, and use of those components are subject to those terms, which can be found on the media on which the Software is provided. Nothing in this License shall limit the rights that are granted to you by third parties, which may include rights under free software or open-source software licenses.

9. SUPPORT

Subject to the terms hereof, YGG may provide you with telephone and e-mail support services for the Software. Under no circumstances will YGG have any obligation to provide you with hard-copy documentation, upgrades, enhancements, modifications, or toll-free telephone support for the Software.

10. TERMINATION

This Agreement is effective until terminated. Either party may terminate this Agreement upon written notice to the other party.

YGG may also terminate this Agreement immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. If YGG terminates this Agreement for breach or other cause, then any such breach or cause may also form the basis of termination of other licenses or agreements that you have with YGG for other YGG software.

All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, warranty disclaimers and limitations of liability. Upon termination of this Agreement for any reason, the License and all rights granted to you under this Agreement will terminate and you will cease to use and destroy the Software.

11. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND TO THE EXTENT AUTHORIZED BY LAW. YGG DISCLAIMS ANY AND ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YGG AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA AND ITEMS OR MATERIALS FROM ERRORS OR OTHER MALFUNCTIONS WHETHER CAUSED BY YGG OR BY YOUR OWN ERRORS OR OMISSIONS. YGG AND ITS AFFILIATES DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE. NO ADVICE, WHETHER ORAL OR WRITTEN, GIVEN BY YGG OR A YGG AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED DIGITAL DOWNLOAD OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON DIGITAL DOWNLOADABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL YGG (ITS PARENT, SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, OFFICERS OR EMPLOYEES) WILL NOT BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND TO THE EXTENT AUTHORIZED BY LAW, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROJECTS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR ANY THIRD PARTY SOFTWARE OR HARDWARE IN CONJUNCTION WITH THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) EVEN IF YGG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL YGG BE OBLIGATED, CONTRACTUALLY OR OTHERWISE, TO INDEMNIFY YOU FOR ANY LOSSES THAT YOU MAY INCUR IN CONNECTION WITH THE SOFTWARE. The availability of “beta” versions of the Software does not create any obligation for YGG to continue to develop, support, repair, offer for sale or in any other way continue to provide the Software in “beta” form or future versions thereof. In no event shall YGG’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.

13. INDEMNIFICATION

You agree to indemnify, defend and hold YGG, including the respective service providers, channel partners, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents, and representatives of YGG, free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney's fees, to you or any third party arising out of or in connection with any act or omission by you in connection with the use or possession by you of the Software.

14. NOTICE

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

15. GOVERNMENT END USERS

The Software is a "Commercial Item", as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

16. RELATIONSHIP

No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind YGG in any respect whatsoever.

17. SEVERABILITY, FORCE MAJEURE

The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

18. ENTIRE AGREEMENT

You agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all prior written and oral agreements, communications and other understandings relating to the subject matter of this License, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.

19. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of California, United States of America, excluding California’s choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of California, United States of America, excluding California’s choice-of-law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods the application of which is expressly excluded.

20. GOVERNING LANGUAGE

Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law.

21. COPYRIGHT POLICY

YGG respects the intellectual property rights of others. It is YGG's policy, at its discretion and when appropriate, to terminate the accounts of users who may infringe or repeatedly infringe the copyrights of third parties. To submit a copyright infringement notification to YGG, please submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing the below-specified Copyright Agent with the following information in writing:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of the preceding paragraph, your DMCA notice may not be valid. Please see 17 U.S.C. § 512 for more information regarding the DMCA and DMCA notifications.

Our Agent to Receive Notification of Claimed Copyright Infringement can be reached as follows:

By Email:legal@yamahaguitargroup.com

By Mail: Legal Department
Yamaha Guitar Group, Inc.
26580 Agoura Road
Calabasas, California 91302