Search

IMPORTANT - Before downloading or using this Music File, you should carefully read the following terms and conditions which contain terms relating to limitation and exclusion of liability. By clicking on the Agree button at the end of this document or by downloading or using the Music File and Related Materials, you indicate your acceptance of the following Music File Evaluation & Temporary License Agreement ("Agreement"). If you do not accept the terms and conditions of this Agreement, you should make no further use of the Music File. The Music File is licensed only on the condition that the licensee (referred to in this Agreement as "YOU") agrees with Pataflafla, LLC d/b/a Jazz Planet. (referred to in this Agreement as "Jazz Planet") to the terms and conditions set forth in the following legal agreement.
If you are making use of the Music File in your capacity of employee/representative of a company or organization, you warrant that you are authorized to legally bind such company or organization. If you are not so authorized, please obtain acceptance of this Agreement from an authorized representative

1. License Grant. Jazz Planet will grant You a limited, non-transferable, nonexclusive, non-commercial license to use Music File solely for evaluation purposes (the "Licensed Music File"), if You agree to the following terms and conditions. YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE LICENSED MUSIC FILE, IN WHOLE OR IN PART, EXCEPT AS PROVIDED IN THIS AGREEMENT.

2. Term. Termination. This Agreement is effective from the date on which You download the Licensed Music File and shall continue for a period of sixty (60) days or until you enter into an End-User Agreement, whichever is earlier (the "Evaluation Period'). This Agreement may be terminated by You at any time by destroying the Licensed Music File, together with all copies. It will also terminate automatically and without notice if You fail to comply with any term or condition of this Agreement. The provisions of Sections 4, 7, 8 and 9 shall survive the termination (for any reason) of the Agreement. Upon termination, you shall either destroy any and all copies of the Music File in your possession or control or shall return the same to Jazz Planet.

3. PARAGRAPH INTENTIONALLY OMITTED.

4. Ownership. Jazz Planet and/or its licensors own and/or exclusively administer the Licensed Materials.

5. Copy Restrictions. (a)You ARE authorized to: (i) use one copy of the Licensed Music File on a single computer. The Licensed Music File is in "use on a computer when it is loaded into the temporary memory (RAM) or installed onto permanent memory (hard disk, CD-ROM, or other storage device) of that computer; (ii) maintain one copy of the Licensed Music File for archival purposes, or copy the Licensed Music File onto the hard disk of your computer and retain the original for archival purposes; (iii) Home Use: The primary user of each computer on which the Licensed Music File is installed or used may also install the Licensed Music File on one home or portable computer. However, the Licensed Music File may not be used on the secondary computer by another person at the same time the Licensed Music File on the primary computer is being used. Any such copies shall contain the same proprietary notices, which appear on or in the Music File. You shall not remove any proprietary notice from the Music File.

(b) You ARE NOT authorized to: (i) sublicense, reproduce, distribute, broadcast, transmit, rent or lease any portion of the Licensed Music File; or (ii) modify, translate, create derivative works from the Licensed Music File or otherwise use or exploit the Licensed Music File except as stated in this agreement.

6. Protection and Security. You agree to use your best efforts and take all reasonable steps to safeguard the Licensed Music File to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form shall be made.

7. Limited Warranty. Because Jazz Planet cannot know the purposes for which You acquired the Licensed Music File or the uses to which You will put the Licensed Music File, You assume full responsibility for the selection of the Licensed Music File and for its installation and use and the results of that use.

8. Warranty Disclaimers. Liability Limitations. (a) JAZZ PLANET MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE LICENSED MUSIC FILE AND IT IS LICENSED "AS IS." THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR FIRM ARE VOID.

(b) YOU ASSUME ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE LICENSED MATERIALS. IN NO EVENT WILL JAZZ PLANET OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED MATERIALS BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF JAZZPLANET OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN NO EVENT SHALL JAZZPLANET'S OR SUCH OTHER PARTY'S LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR ANY OTHER PARTY EXCEED THE PRICE PAID FOR THE LICENSED MATERIALS.

(c) Some states and/or countries do not allow limitations on how long an implied warranty lasts and some states and/or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights, which vary from state to state and/or country to country.

9. General. (a) If any provision or portion of a provision of this Agreement is determined to be invalid or unenforceable, it shall be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.

(b) This Agreement is governed by and construed in accordance with the laws of the State of California. Any suit brought with respect to this Agreement may be brought ONLY in Los Angeles and must be filed no later than one (1) year after the acquisition date of the Music File.

(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements and undertakings are hereby expressly cancelled.

(d) Should you have any questions regarding this Agreement, please contact Jazz Planet by email at support@jazzplanet.com or call us at 310 452-3000.