Prelude MIDI Implementation END USER LICENSE AGREEMENT This End User License Agreement (“EULA”) is between the individual consumer or business entity that will use the Software (“You”) and Roland Corporation (“Roland”). This EULA governs Your use of: (a) the object code version of Roland branded software that is downloaded on Roland hardware or otherwise provided to You pursuant to a purchase contract, quote, order form, invoice or online procurement process (each, an “Order”); (b) associated software license keys, if any (“License Keys”); (c) updates to such software (“Updates”); (d) the documentation for such software; and (e) all copies of the foregoing (collectively, “Software”). If You accept this EULA, or if You install or use the Software, then You agree to this EULA. If You do not agree to this EULA, do not install or use the Software. Nothing in this EULA affects Your statutory rights if the laws of your state or country do not permit it to do so. 1. License Grant. 1.1. Right to Use. Subject to and in consideration of your full compliance with the terms and conditions of this EULA, Roland grants to You a personal, non-exclusive license to use the Software during the period stated in the applicable Order (if no period is specified, You may use the Software perpetually, This license grant allows You to use the Software in connection with Your own personal use. 1.2. Rights Reserved. The Software is licensed and not sold. Except for the license expressly granted in this EULA, Roland, on behalf of itself and its affiliates and suppliers, retains all rights in and to the Software and in all related materials (“Works”). The rights in these Works are valid and protected in all forms, media and technologies existing now or hereafter developed. Any use of Works other than as expressly set forth herein is strictly prohibited. 1.3. Ownership. Roland, on behalf of itself and its affiliates, retains ownership of the Works and all related intellectual property rights. 2. License Conditions. 2.1. You must do the following: A. Run the Software only on the hardware for which it was intended to operate, when applicable; B. Use License Keys (if applicable) only from Roland or an authorized Roland License Key provider; C. Treat the Software as Roland confidential information; D. Use the Software only on as many computers or devices that You purchased, in such configurations permitted by Roland or Roland, as may be specified on Your Order; E. Abide by the export control and economic sanctions laws of the United States, the European Union and other applicable jurisdictions. Under these laws, the Software must not be used, sold, leased, exported, imported, re-exported or transferred except in compliance with such laws, including, without limitation, export licensing requirements, end user, end-use and end-destination restrictions, prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List, or the U.S. Department of Commerce Denied Persons List. You represent and warrant that You are not the subject or target of, and that You are not located in a country or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea) that is the subject or target of economic sanctions of the United States, European Union or other applicable jurisdictions; and F. Comply with all Third Party Terms (as defined in Section 4 below). 2.2. Except as otherwise permitted by this EULA or by mandatory law (meaning a law that the parties cannot change by contract), You must not, and must not allow Your Permitted Third Parties, to do the following: A. Modify or remove any proprietary notices or markings on or in the Software; B. Transfer License Keys to any other person or entity; C. Download Updates from Roland or an authorized provider unless You have a valid support agreement; D. Install Updates on Enterprise Products (e.g., server, networking, storage, integrated solutions, and data protection appliances) that have gone end of service life unless Roland otherwise agrees in writing; E. Install and operate counterfeit versions of Software (i.e. software provided by anyone other than Roland or an authorized representative of Roland) on Roland hardware; F. Violate or circumvent any technological use restrictions in the Software; G. Sell, loan, rent, lease, sublicense, distribute or encumber (e.g., by lien, security interest, etc.) the Software; H. Use any trademarks or service marks of Roland, its affiliates or suppliers; I. Provide access to the Software or allow use by any third party, other than Permitted Third Parties, without Roland's prior written consent; J. Copy, republish, upload, post or transmit the Software in any way; K. Modify or create derivative works based upon the Software, or decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part; L. Attack or attempt to undermine the security, integrity, authentication or intended operation of the Software; M. Use the Software on a service bureau, rental or managed services basis; N. Create or permit others to create Internet "links" to the Software or "frame" or "mirror" the Software on any other server, wireless or Internet-based device; O. Use the Software to create a competitive offering; P. Use the Software to create other software, products or technologies unless the Software contains Development Tools as described in Section 6; Q. Share or publish the results of any benchmarking of the Software without Roland’s prior written consent; R. Assign this EULA, or any right or obligation under this EULA, or delegate any performance, without Roland’s prior written consent, unless You are transferring the Software in accordance with the Transferability Section 3 below. Even if Roland consents to an assignment, You remain responsible for all obligations under this EULA that You incurred prior to the effective date of the assignment. 3. Transferability. You may transfer the Software on a permanent basis as part of the sale or transfer of the hardware system on which the Software is loaded, provided that You retain no copies of any version of the Software. 4. Third Party Software. “Third Party Software” is software, including open source software, that is contained in or provided with the Software and is licensed by a third party under its own terms of use (“Third Party Terms”). Third Party Software is governed solely by the applicable Third Party Terms and not by this EULA. Third Party Terms may be provided with the Third Party Software. 5. Free Software. “Free Software” means Software that is provided to You without additional charge. You may only use Free Software on or with equipment or in the operating environments for which Roland has designed that Free Software to operate. Roland may terminate any license to Free Software at any time in its sole discretion. You may not transfer Free Software to anyone else. 6. Development Tools. If the Software includes development tools, such as scripting tools, APIs or sample scripts (collectively “Development Tools”), and unless there is a separate agreement between You and Roland or Roland for the Development Tools, You may use such Development Tools to create new scripts and code for the purpose of customizing Your use of the Software (within the parameters set forth in this EULA and in the Development Tools themselves) and for no other purpose. 7. Evaluation Software. This EULA does not license use of Software for evaluation purposes (“Evaluation Software”) except to the extent these terms may be invoked by the separate license terms and conditions accompanying that Evaluation Software. 8. Software Update of Network-Connected Products. Some of Roland's products can be connected to the network (hereinafter referred to as "Such Products"). If Such Products are connected to a network, You may from time to time be able to download the Software updates via the connected network. If you decided to use this functionality and download a Software update via connected network and install such software into Such Products, you acknowledge and agree that additions to, changes, or deletions of any function of the Software may occur as a result of the Software update. You further acknowledge and agree that this EULA shall also apply to the Software update that you have downloaded via the network and installed. 9. Termination. For subscription Software, this EULA automatically terminates at the end of Your subscription period unless You renew Your rights. Roland may terminate this EULA if You or a Permitted Third Party commits a material breach of this EULA and fails to cure such breach within thirty (30) days following Your receipt of notice of the breach from Roland. This right to terminate applies accordingly if Roland or the Reseller from whom You made Your purchase does not receive timely payment for the licenses to the Software or for the hardware on which the Software is loaded, if any. When this EULA terminates, all licenses granted automatically terminate and You must immediately cease use of the Software and return or destroy all copies of the Software. Except as otherwise agreed by Roland, You will not get a refund from Roland if this EULA is terminated. Rights and obligations under Sections of this EULA that, by their nature should survive, will survive termination, as well as obligations for payment. 10. Warranty Disclaimer. Under this EULA, Roland provides neither any warranties for the Software nor does it provide support for the Software. Your rights under any warranties and any support entitlements for Software acquired for a fee are solely between You and the Reseller or Roland entity from whom You procured the Software and related support, and are defined under the commercial terms agreed between You and such selling entity. Accordingly, except as otherwise offered by Roland, the Software is provided by Roland under this EULA “As Is” without any warranties or conditions. To the maximum extent permitted by applicable law, Roland, on behalf of itself and its affiliates and suppliers: (a) makes no express warranties or conditions related to the Software; (b) disclaims all implied warranties and conditions related to the Software, including merchantability, fitness for a particular purpose, title, and non-infringement; and (c) disclaims any warranty or condition arising by statute, operation of law, course of dealing or performance, or usage of trade. Roland does not warrant uninterrupted or error-free operation of the Software. This Section does not affect or modify any of the statutory warranty rights that are available to consumers. 11. Limitation of Liability. 11.1. Limitations on Damages. The limitations, exclusions and disclaimers set forth in a Pre-Existing Agreement or Roland Terms of Sale that applies your Order (in each case, the “Order Terms”) shall apply to all disputes, claims or controversies (whether in contract, tort or otherwise) between You and Roland or Roland related to or arising out of: (a) this EULA; (b) the breach, termination or validity of this EULA; or (c) any Orders (each, a “Dispute”). In the absence of applicable Order Terms, the terms set forth in this Section shall apply to all Disputes. The terms of this Section are agreed allocations of risk constituting part of the consideration for Roland’s licensing of Software to You and will apply even if there is a failure of the essential purpose of any limited remedy, and regardless of whether a party has been advised of the possibility of the liabilities. If applicable law prohibits any portion of the limits on liability stated below, the parties agree that such limitation will be automatically modified, but only to the extent required to make the limitation compliant with applicable law. A. Limitation on Direct Damages. Except for Your obligation to pay for the Software, or for Your violation of the License Grant and License Conditions set forth herein or of Roland’s or Roland’s intellectual property rights, the total liability of You and Roland (including Roland’s affiliates and suppliers) arising out of any Dispute is limited to the amount You paid for the Software that is the subject of the Dispute, but excluding amounts received as reimbursement of expenses or payment of taxes. Notwithstanding anything otherwise set forth above, Roland and its affiliates have no liability for any direct damages resulting from Your use or attempted use of Third Party Software, Free Software or Development Tools. B. Disclaimer of Certain Other Damages. Except for Your obligation to pay for the Software, or for Your violation of the License Grant and License Conditions set forth herein or of Roland’s or Roland’s intellectual property rights, neither You nor Roland (including Roland’s affiliates and suppliers) shall have any liability under this EULA for special, consequential, exemplary, punitive, incidental or indirect damages, or for lost profits, loss of revenue, loss or corruption of data, loss of use or procurement of substitute products or services. 11.2. Regular Backups. You are solely responsible for Your data. You must back up Your data before Roland or a third party performs any remedial, upgrade or other work on Your production systems. You acknowledge that it is a best practice to have more than one back up copy of Your data. If applicable law prohibits exclusion of liability for lost data, then Roland will only be liable for the cost of the typical effort to recover the lost data from Your last available back up. 11.3. Limitation Period. Except as stated in this Section, all claims must be made within the period specified by applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 18 months after the cause of action accrues. 12. Additional Terms. 12.1. Notices. The parties will provide all notices under this EULA in writing. Unless provided otherwise in an Order, You must provide notices to the local Roland entity in Your Order, or, if Your Order is not with a Roland entity, by e-mail to at webmaster@rolandus.com. 12.2. Waiver and Severability. Failure to enforce a provision of this EULA will not constitute a waiver of that or any other provision of this EULA. If a court of competent jurisdiction determines that any part of this EULA or document that incorporates this EULA by reference is unenforceable, that ruling will not affect the validity of all remaining parts. 12.3. Modifications. This EULA may only be modified in writing signed by both parties; provided, however, that Roland may, in its sole discretion, update the Roland Subscription Terms at any time. Any changes that Roland makes to the Subscription Terms will only apply to Orders that occur after Roland posts those changes online. 12.4. Governing Law and Jurisdiction. If You obtained the Software directly from Roland, then the governing law and jurisdiction of the state of California apply without regard to its conflicts of law provisions. This Section 11.4 does not deprive You of the protection afforded to You by the provisions of mandatory consumer protections laws that are applicable to You, nor does it prevent you from seeking remedies or enforcing your rights as a consumer under such laws. 12.5. Dispute Resolution and Binding Individual (non-class) Arbitration. All Disputes shall be resolved exclusively and finally by binding individual arbitration. This means You and Roland waive any right to litigate disputes in a court or before a jury and neither You nor Roland shall be entitled to join, consolidate, or include any claims belonging to or alleged or arising from, by or on behalf of any third party to an arbitration brought hereunder, or to arbitrate any claim as a class action, class representative, class member, or in a private attorney general capacity. If You reside in (or obtained the Software in) the United States, the arbitration will be administered by the American Arbitration Association (AAA), or JAMS. The arbitration shall be conducted in the English language. The arbitration panel shall have exclusive authority to resolve any arbitrability issues including any dispute over this EULA or this arbitration provision’s scope, application, meaning and enforceability. The arbitration panel shall be empowered to grant whatever relief would be available in court, including without limitation preliminary relief, injunctive relief and specific performance. Any award of the arbitration panel shall be final and binding immediately when rendered, and judgment on the award may be entered in any court of competent jurisdiction. If any portion of this arbitration agreement is found unenforceable, the unenforceable portion shall be severed and the remaining arbitration terms shall be enforced (but in no event will there be a class arbitration). 12.6. Third Party Rights. Other than as expressly set out in this EULA, this EULA does not create any rights for any person who is not a party to it, and no person who is not a party to this EULA may enforce any of its terms or rely on any exclusion or limitation contained in it. 12.7 Entire Agreement. You acknowledge that You have read this EULA, that You understand it, that You agree to be bound by its terms, and that this EULA, along with the Order Terms into which this EULA may be incorporated (as applicable), is the complete and exclusive statement of the agreement between You and Roland regarding Your use of the Software. I AGREE AND WISH TO PROCEED WITH DOWNLOAD.