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ATTENTION SINGERS AND RAPPERS ...DOWNLOAD TRACKS FOR 99CENTS. EACH TRACK - FULL 3 AND A HALF MINUTE SONG FORMAT. See our facility at www. myspace.com/liquidsoulentertainment ... ............................................................ ............................................................ ............................................................ ............................................................ ............................................................ ............................................................ ...Liquid Soul Entertainment still owns the copyright of Liquid Soul music. The purchaser should read the End User License Agreement carefully and be sure they understand its allowable uses. Most licenses allow the purchaser to use Liquid Soul music as it is, no changes can be made to Liquid Soul music, nor can the purchaser resell Liquid Soul music to someone else.End-User License Agreement for Liquid Soul music NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING OR COPYING ALL OR ANY PORTION OF Liquid Soul music, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED MUSIC AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT PURCHASE OR DOWNLOAD MUSIC. Liquid Soul Entertainment owns all intellectual property music. Liquid Soul Entertainment permits yocu to Use Liquid Soul music only in accordance with the terms of this Agreement. Definitions : "Liquid Soul music" means (a) all of the contents of the mp3 files (provided by electronic download) "Use" or "Using" means to access, download, copy, or otherwise benefit from using the functionality of Liquid Soul music in accordance with this agreement. 1. Music License. If you obtained Liquid Soul music from Liquid Soul Entertainment, and subject to your compliance with the terms of this agreement (this "Agreement"), Liquid Soul Entertainment grants to you a non-exclusive license to Use Liquid Soul music for the purposes described in the Documentation as follows. 1.1 General Use. You may download and Use a copy of Liquid Soul music for demonstrative recording. Liquid Soul music may not be distributed or sold. 1.5 No Modification. 1.5.1 You may not modify, adapt, translate or create derivative works based upon Liquid Soul music. . 1.6 Third Party studio recordings. YOUR USE OF THIRD PARTY STUDIOS IS AT YOUR OWN RISK. Liquid Soul Entertainment MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY RECORDINGS. 1.7.3 Warranty Disclaimer. Download Service Providers offer download Services solely in accordance with the applicable Issuer Statement. DOWNLOAD SERVICES IS MADE AVAILABLE ON AN “AS IS†BASIS ONLY AND WITHOUT ANY WARRANTY OR INDEMNITY OF ANY KIND (EXCEPT AS SUPPLIED BY A DOWNLOAD SERVICE PROVIDER IN ITS ISSUER STATEMENT). Liquid Soul Entertainment (EXCEPT AS EXPRESSLY PROVIDED IN ITS ISSUER STATEMENT) MAKE NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE DOWNLOAD SERVICES. 1.7.4 Indemnity. You agree to hold Liquid Soul Entertainment and any applicable download Service Provider (except as expressly provided in its Issuer Statement) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, any download service, (d) failure to exercise reasonable judgment under the circumstances in relying on the Download service or (e) failure to perform any of the obligations as required in an applicable Issuer Statement. 1.7.5 Limit of Liability. UNDER NO CIRCUMSTANCES WILL Liquid Soul Entertainment OR ANY DOWNLOAD SERVICE PROVIDER (EXCEPT AS EXPRESSLY SET FORTH IN ITS ISSUER STATEMENT) BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO YOUR USE OR RELIANCE UPON DOWNLOAD SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIALTERMS OF THIS AGREEMENT. 2. Transfer. You may not distribute, sublicense, assign or transfer your rights to Liquid Soul music, or authorize all or any portion of Liquid Soul music to be copied onto another user's Computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use Liquid Soul music to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) Liquid Soul music to such person or entity, (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to Liquid Soul music. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of Liquid Soul music. 3. Intellectual Property Ownership, Copyright Protection. Liquid Soul music and any authorized copies that you make are the intellectual property of and are owned by Liquid Soul Entertainment. The composition, recording, and production of Liquid Soul music are the valuable trade secrets and confidential information of Liquid Soul Entertainment. Liquid Soul music is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights to Liquid Soul music and all rights not expressly granted are reserved by Liquid Soul Entertainment. 4. NO WARRANTY. Liquid Soul music is being delivered to you "AS IS" and Liquid Soul Entertainment makes no warranty as to its use or performance. Liquid Soul Entertainment provides no technical support, warranties or remedies for Liquid Soul music. Liquid Soul Entertainment DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING Liquid Soul music. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, Liquid Soul Entertainment MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 7 and Section 8 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use Liquid Soul music after termination of this Agreement. 5. LIMITATION OF LIABILITY. IN NO EVENT WILL Liquid Soul Entertainment BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF Liquid Soul Entertainment HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. Liquid Soul Entertainment’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR Liquid Soul music, IF ANY. 6. Export Rules. You agree that Liquid Soul music will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if Liquid Soul music is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Libya, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving Liquid Soul music. All rights to Use Liquid Soul music are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement. 7. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force: (a) in the State of New York, if a license to Liquid Soul music is obtained when you are in the United States, Canada, or Mexico; or (b) in Japan, if a license to Liquid Soul music is obtained when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to Liquid Soul music is purchased when you are in any other jurisdiction not described above. The respective courts of Suffolk County, New York when New York law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 8. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by Liquid Soul Entertainment. 9. Compliance with Licenses. If you are a business or organization, you agree that upon request from Liquid Soul Entertainment or Liquid Soul Entertainment’s authorized representative, you will within thirty (30) days fully document and certify that use of any and all music at the time of the request is in conformity with your valid licenses from Liquid Soul Entertainment. 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