VOCALOID4 VOICEBANK END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT AMONG YOU (AS AN INDIVIDUAL OR LEGAL ENTITY), AHS CO. LTD.(“AHS”) AND YAMAHA CORPORATION (INDIVIDUALLY "YAMAHA", TOGETHER WITH AHS, "LICENSORS".REGARDING THE PRODUCT (AS DEFINED BELOW).

YOU SHALL USE THIS PRODUCT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BY INSTALLING, COPYING, OR OTHERWISE USING THIS PRODUCT, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, WE ARE UNWILLING TO LICENSE THE USE OF PRODUCT TO YOU AND YOU SHOULD NOT USE THE PRODUCT.

IN THE EVENT THAT TERMS AND CONDITIONS DIFFERENT TO THOSE IN THIS AGREEMENT ARE ATTACHED IN ANY FUTURE VERSIONS, IMPROVEMENTS, DEVELOPMENTS, PROGRAMMING FIXES, UPDATES AND UPGRADES IN RELATION TO THIS PRODUCT ("UPDATES"), SUCH TERMS AND CONDITIONS OF THE UPDATES SHALL PREVAIL UNLESS OTHERWISE CLEARLY STIPULATED THEREIN.

PLEASE BE NOTED THAT THIS AGREEMENT PROVIDES FOR THE USE OF THIS PRODUCT AND THE SYNTHESIZED SINGING (AS DEFINED BELOW) PRODUCED BY YOU, NOT FOR THE USE OF CHARACTERS (AS DEFINED BELOW) ASSOCIATED WITH THE PRODUCT. FOR THE USE OF THE CHARACTERS, PLEASE COMPLY WITH THE RELEVANT CHARACTER LICENSE AGREEMENTS OR GUIDELINES.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS PRODUCT.

Section 1. DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

"Product" means VOCALOID4 VOICEBANK product manufactured and sold by AHS(Voice database, Audio data, Effects, Song data and Style data including any future versions, improvements, developments, programming fixes, updates and upgrades thereof). The words "VOCALOID" and "VOCALO" are the trademarks of Yamaha Corporation.

"Synthesized Singing" means any audio output produced by you, using the Product.

Under this Agreement, the Product is construed to be "in use" on a computer or other device when it, or any part of it, is loaded into the temporary memory or installed in the permanent memory of that computer or device.

"Characters" mean an abstractive concept, the feature of which is embodied in pictorial copyrighted works such as the drawings on the package of the Product.

"Serial Code" means the specific code issued by Licensors to you that enable you to activate and use the Product.

Section 2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensors hereby grant you a non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Product.
You are entitled to use the Product on one single computer only.

Section 3. USE OF SYNTHESIZED SINGING

You may use the Synthesized Singing produced by you for commercial or non-commercial purposes. Without charge.

However, if you wish to use the Synthesized Singing commercially for any of the products, coupled with Licensors' trademark(s), name of Product or other similar expression in whole or in part, by way of, including but not limited to, reproducing, distributing, performing and displaying such products to the public.

Section 4. PROHIBITED USES

The following uses of the Product and/or Synthesized Singing are prohibited hereunder (except for the uses permitted by copyright laws or other applicable laws and regulations):-

to publish or distribute in any manner the Synthesized Singing which includes lyrics against public policy.
to publish or distribute in any manner the Synthesized Singing which might violate the publicity or other personal rights of any third party including the original singer (voice artist) of the Product.
to use and distribute the Product or any part thereof as a component of your software or the third party's software.
to engage in reverse engineering, disassembling, decompiling or otherwise deriving a source code form of the Product by any method whatsoever.
to (i) reproduce or duplicate any part of the Product, regardless of whether as it exists on the included disc(s) or by any means of reformatting, mixing, filtering, re-synthesizing, processing or otherwise editing for use in another product or for resale, or in any way that may enable others to obtain a copy of the Product, (ii) distribute the Product or any part thereof on a public bulletin board, ftp site, World Wide Web site, or by any other means, (iii) electronically transfer or post the Product or any part thereof to another person or group of persons over the internet or place it or any part thereof in a computer/sampler network to be accessed by multiple users, or (iv) reproduce, modify, change, rent, lease, resale, or distribute the Product in whole or in part, or create derivative works thereof.
to leave the Product unattended and operable by a bystander.
to remove, alter or make it illegible copyright notices on the Product.
to use for a third party, or to provide for a third party to use, the Product as part of recording studio or rental company services.
to disclose, make available, rent, assign, sell, or encumber Serial Code to any third party.
to breach any terms and conditions of this Agreement.

Section 5. COPYRIGHT AND OWNERSHIP

You agree that any and all rights, titles and interests in the Product, including all copyrights and other intellectual property rights therein, shall at all times remain solely and exclusively with Licensors and protected by relevant copyright laws, trade secret laws, and all applicable international treaty provisions.
All rights and interests not expressly granted to you hereunder are reserved by Licensors, and nothing in this Agreement shall be construed as assignment or transfer to you of the Licensor's rights, titles or interests in whole or in part. The license granted hereunder is personal to you and neither it nor any of the rights nor obligations under this Agreement may be assigned, sublicensed or otherwise encumbered by you to any third party.

Section 6. LIMITED WARRANTY

LICENSORS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE PRODUCT, PLUG-IN SOFTWARE OR SYNTHESIZED SINGING, OR ABOUT ANY CONTENT OR INFORMATION LICENSORS HAS PROVIDED FOR ANY PURPOSE. THE PRODUCT IS PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT OR THE PLUG-IN SOFTWARE REMAINS WITH YOU. LICENSORS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT OR THE PLUG-IN SOFTWARE OR ANY DOCUMENTATION ATTACHED THERETO.
THIS WARRANTY IS GIVEN IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, AND COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED BY THE FULLEST EXTENT PERMITTED BY LAW.

Section 7. LIMITATION OF LIABILITY

NEITHER LICENSORS (INCLUDING ITS SUPPLIERS, DEALERS, DISTRIBUTORS AND AGENTS) NOR ITS EMPLOYEES SHALL BE LIABLE FOR:-
1. ANY CLAIM, SUIT OR DAMAGES OF ANY SORT (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, SUCH AS DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA ARISING OUT OF THE USE OF THE PRODUCT, THE PLUG-IN SOFTWARE OR THE SYNTHESIZED SINGING, REGARDLESS OF WHETHER LICENSORS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES), OR
2. ANY CLAIM OR SUIT BY A THIRD PARTY FOR, INCLUDING BUT NOT LIMITED TO, INFRINGEMENT AND DAMAGES.
3. ANY DAMAGES CAUSED BY LOSS OF SERIAL CODE REGARDLESS OF ANY REASON.
IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF LICENSORS BE IN EXCESS OF THE AMOUNT YOU HAVE PAID FOR THIS PRODUCT AND/OR THE PLUG-IN SOFTWARE.

Section 8. TERMINATION

This Agreement shall terminate automatically upon occurrence of any of the following events:-
1. You fail to comply with any provisions of this Agreement;
2. Licensors at any time delivers notification of termination to you; or
3. You at any time destroy, erase and uninstall the Product and all the copies thereof in your possession.
In the event of (1) above, Licensors shall not be prevented from taking any legal action against you, including claims for damages.
Upon termination, you agree to destroy the Product and all the copies thereof in your possession.
In the event of termination, the sections 3 to 10 of this Agreement shall survive.

Section 9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Japan. If any provision of this Agreement is found illegal, invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law and the remaining provisions of this Agreement shall remain in full force and effect.

Section 10. JURISDICTION

Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court of Japan without reference to conflicts of laws principles.

Section 11. REVISION OF THE AGREEMENT

You agree that this Agreement is the complete and exclusive statement among the parties and supersede all other prior communications or agreements among the parties relating to the subject matter of this Agreement. Licensors may at any time revise this Agreement, and you agree to be bound by this Agreement in the latest form by accepting any such revisions notified by Licensors or continue to use the Product knowing such revisions thereafter.

VOCALOID and VOCALO are trademarks of Yamaha Corporation.