Studio Connections Recall Technology Development Kit Yamaha Corporation (hereinafter called "Yamaha") and the individual or organization (hereinafter called "Recipient") agree that Yamaha provides the Recipient with Studio Connections Recall Technology Software Development Kit (hereinafter called "SDK "), to be used by the Recipient for the development of the Recipient's products compatible with Studio Connections Recall hereunder. The SDK enables the Recipient to provide development for in house and/or third party, integrated enhancements to the feature sets of music application products. 1. The SDK consists of the following Yamaha intellectual properties:      a. Studio Connections Recall Specification      b. Header Files      c. Logo artwork and usage guideline      d. GTRC(Generic Studio Connections Recall Component)      e. GTRC Template Builder      f. Studio Manager Host Application v2.1.5 (neccesary for GTRC) 2. Yamaha grants the Recipient a limited, non-exclusive, royalty free, non-transferable and worldwide right to use the SDK for the purpose of developing the Recipient's products compatible with Studio Connections Recall Technology. 3. The Recipient shall not redistribute or upload to the internet all or a part of the SDK. The Recipient shall not modify the specifications or header files without permission from Yamaha. 4. Intellectual property rights regarding the contents of the SDK shall be vested in Yamaha, and the contents of the SDK may be modified, updated and / or extended by Yamaha if necessary. 5. Yamaha is not obliged to provide technical support or upgrade of the contents of SDK to the Recipient. However, Yamaha will give the Recipient reasonable help where and when possible. 6. THE SDK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YAMAHA FURTHER DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NONINFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SDK REMAINS WITH THE RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YAMAHA BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SDK, EVEN IF YAMAHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE RECIPIENT. 7. The Recipient shall indemnify and hold Yamaha harmless from any and all damages (direct or indirect) arising from any dispute of infringement or claim with any third party in reference to the product developed by the Recipient. 8. This Agreement shall be controlled by, and interpreted and construed according to, the laws of Japan. 9. This Agreement constitutes the complete and exclusive agreement between Yamaha and the Recipient with respect to subject matter hereof, and supersedes all prior oral or written understandings, communications or agreement not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by an authorized representative of Yamaha and Recipient. 10. This Agreement shall become effective upon receipt by Yamaha and shall not terminate until either party presents an intention of termination, unless breached by Recipient. On termination, Recipient shall destroy the entire SDK (including back-up copies).