YamahaMusicSoft / Licensing agreement for authorized dealers

Between Yamaha Corporation of America, Inc. (YCA) 6600 Orangethorpe Avenue, Buena Park, California 90620 And

Yamaha Dealer

(dealer details to be found in MusicSoft Downloadables Dealer Registration Form)

SUBJECT OF THE AGREEMENT

YCA grants the authorized dealer the right to use the offer in the “YamahaMusicSoft” for the resale of music software data (Midifiles, Styles, Registrations, Voice Packs etc.) to end customers subject to the following terms and conditions.

The authorized dealer can request Yamaha download products via the Internet and offer them for sale in his/her shop by transferring download data once onto data storage media such as a disc or USB stick and/or by selling them to end customers electronically.

ACCESS TO A DEALER ACCOUNT/OBLIGATIONS OF THE AUTHORIZED DEALER

The conclusion of an agreement in the Download Service requires that a Yamaha distributorship agreement has already been concluded. The authorized dealer recognizes YCA’s General Terms and Conditions; these are an integral part of the distributorship agreement and can be found on the Yamaha homepage.

The authorized dealer first makes a new registration in the YamahaMusicSoft indicating an unambiguous company name.

On receipt of the licensing agreement duly signed by the authorized dealer, YAMAHA will communicate an access code with which the authorized dealer can then buy from the YamahaMusicSoft. Communication of the access code constitutes the conclusion of the agreement. After successful registration, access to the Yamaha account is possible at any time via email and code.

The authorized dealer undertakes to keep his/her access data secret, to protect them against loss, and to ensure no misuse can be made of the access code by the authorized dealer’s employees and/or any third parties. YCA must be informed immediately in the case of loss of the code or any risk of misuse. The authorized dealer is liable for the costs and any compensation for damages arising from misuse by third parties. He/she releases YCA from any claims from third parties, in particular from the GEMA or other copyright controlling organization.

In as far as the authorized dealer has received access authorization to the YamahaMusicSoft and indicates that he is an authorized dealer on his/her homepage, such a homepage must comply with all legal requirements. Should this not be the case, YCA is entitled to cancel this agreement on important grounds.

OBLIGATION CONCERNING THE RESPECTIVE SINGLE DOWNLOAD PER CUSTOMER PURCHASE ORDER

The authorized dealer is obliged to make only one individual single download for each customer purchase order. The individual single download alone ensures the required licensing (GEMA etc.) via the Yamaha Shop System. Data that have been downloaded for customers may NOT be saved in any database or server system of the authorized dealer, in fact, they must be deleted after the downloading and copying procedure.

On principle multiple­usage of any download data whatsoever is prohibited and in case of violation will lead to immediate cancellation of this agreement without notice.

The authorized dealer is obliged to inform his/her customers that YAMAHA products are copyrighted material and, with the exception of one single backup copy, may not be copied. Non­compliance is liable to prosecution.

DISCOUNT AND PAYMENT

The dealer receives a discount on all purchases made from the YamahaMusicSoft. The following discounts are granted on the individual categories

Single titles as Midifiles, Songs or Styles: 25%

Registration Packs: 25%

Song ­, Style­, and Voice Packs: 25%

YAMAHA reserves the right to alter the conditions.

The purchases made in the YamahaMusicSoft are to be paid by each individual order using one of the standard payment methods in the YamahaMusicSoft. Invoicing of all download purchases is made on the basis of net prices (YamahaMusicSoft retail price without VAT), minus the discount. An invoice (order confirmation) will be provided directly after each order.

The authorized dealer makes the notification of any complaints/differences at the latest within 12 weeks after the download, complaints received after this period cannot be considered.

The dealer makes all efforts to achieve monthly download sales of at least 100,00 euros.

PRICING FOR RESELLING

The dealer is free to set prices as he/she chooses, the prices indicated by YCA are the manufacturer’s recommended retail prices.

SALES OVERVIEW

The authorized dealer can at any time view the purchases made and print out an overview via “My Yamaha Account”.

YCA will only save the respective authorized dealer’s data for statistical purposes and will not pass these on to third parties. The authorized dealer gives his express permission for such storage.

LIABILITY

Claims for damages of any kind made by the authorized dealer against YCA are excluded.

DURATION AND TERMINATION OF THE AGREEMENT

The agreement is concluded for an unlimited period and can be terminated with a period of notice of one month to the end of the month. In the case of the termination of the distributorship agreement, this licensing agreement shall also be terminated with a simultaneous effect.

PLACE OF JURISDICTION

The law of the United States is applicable. In as far as the authorized dealer is a businessman, California is the exclusive place of jurisdiction.

MISCELLANEOUS

Any alterations or extensions to this agreement, including this provision, must be made in writing. Should any provision of this agreement be or become invalid in part or in full, this shall in no way affect the validity of the remaining provisions of the agreement. The invalid provision shall be replaced by a provision that comes as close as possible to the intended purpose of the invalid provision.

Copyright © 2001-­ Yamaha Corporation of America, Inc.