Get a backstage pass for the metadata that describes the music at Evaluation Central

EVALUATION LICENSE AGREEMENT BY CLICKING "I ACCEPT THE AGREEMENT" IN THE BOX BELOW, YOU (1) EXECUTE AND ENTER INTO THIS EVALUATION LICENSE AGREEMENT ("AGREEMENT") WHICH SHALL BE BETWEEN YOU AND ROVI DATA SOLUTIONS, INC. ("ROVI"), (2) AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND (3) REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT AND THE INDIVIDUAL CLICKING "I ACCEPT THE AGREEMENT" IN THE BOX BELOW IS AUTHORIZED TO EXECUTE AND ENTER INTO THIS AGREEMENT ON YOUR BEHALF. You and Rovi further agree to the following: 1. DEFINITIONS In addition to other definitions contained in the Agreement, the following definitions shall apply: "Evaluation Central" shall mean the above registration form and any and all online applications, tools and sites which enable You to access or sample Rovi Data and Images and which Rovi provides to You at its discretion pursuant to this Agreement. "Images" shall mean the images Rovi regularly compiles, which it receives from various entertainment product manufacturers and other industry sources and provides to its licensees of Rovi Data, upon their request and subject to applicable third party approvals. The term "Images" shall only include those images from the Rovi Music data package which are selected by Rovi and provided by Rovi to You at its discretion pursuant to this Agreement. "Materials" shall mean Evaluation Central, the Rovi Data and Images. "Permitted Evaluation Use" shall mean the use of the Evaluation Central, Rovi Data or Images, as applicable, solely for non-commercial, internal review and evaluation purposes. You shall not use the Materials for any commercial purpose or for any internal purpose not expressly permitted herein. "Rovi Data" shall mean the data from the Rovi Music data package which is selected by Rovi and provided by Rovi to You at its discretion pursuant to this Agreement. The term Rovi Data specifically excludes Images. "You" means the company named in the above registration form. 2. LICENSE GRANT Subject to the other terms of this Agreement, Rovi hereby grants You a limited, non-exclusive, fully revocable, non-transferable right and license with no right to sub-license during the Term to use the Rovi Data and Evaluation Central solely for the Permitted Evaluation Use. Subject to the other terms of this Agreement, Rovi shall also provide You with the Images with no right to sub-license and You may use the Images solely for the Permitted Evaluation Use during the Term. To the extent Rovi allows You to store Rovi Data or Images on your servers in connection with this Agreement, such Rovi Data and Images shall only be stored on a single database server (or multiple servers linked by a single, common network file system) owned or leased by You and that are maintained within the United States and exclusively controlled by You. All other Materials may not be stored or downloaded by You in any way. For example, any Rovi Data or Images which are displayed as part of the Artist Center within Evaluation Central may not be scraped, stored or downloaded by You in any way. As between Rovi and You, Rovi, its licensors and joint owners shall exclusively hold all right, title and interest in and to the Materials including, without limitation, any and all intellectual property and proprietary rights and any derivatives, revisions, enhancements, modifications or condensations. You shall not, and shall ensure that your employees, agents and affiliates do not, directly or indirectly contest Rovi's ownership of the Materials. Except as expressly set forth in this Agreement, no right or license is granted, by estoppel, implication, exhaustion, other doctrine of law, equity or otherwise, under any patent, trade secret, copyright or other intellectual property right or to any product or service of Rovi or its affiliates, licensors or joint owners to You or any third party. 3. YOUR OBLIGATIONS In addition to the acknowledgements, obligations and agreements set forth elsewhere in the Agreement, You shall: a) Use the Materials in such a way that will allow for a complete deletion of the Materials at the expiration of the Term. b) Not permit the Materials to be co-mingled with other data in such a manner that You will be unable to delete the Materials at the end of the Term. c) Not utilize Materials to correct or modify other materials by reference to the Materials or otherwise. d) Not reverse-engineer, decompile, disassemble, modify, translate or create any derivative works of the Materials except as necessary to use the Materials, as expressly permitted herein. e) Not permit any direct or indirect (e.g. via deep links) public access to the Materials. f) Not intentionally or negligently permit any third party to directly or indirectly view, access, use or copy the Materials. If You require the services of any third party to have access to the Materials (e.g., website developer, contracted outsourced integrator), such third party's access to the Materials shall require Rovi's prior written approval in each such instance and the third party's execution of a Rovi Restricted Use Policy Agreement. g) Not make copies of the Materials except as necessary for the uses permitted by this Agreement and/or for bona fide backup purposes. h) Not use, combine or distribute Materials in any manner that would cause Materials, in whole or in part, to become subject to any of the terms of an open source license, and You acknowledge and agree that nothing in this Agreement grants You the right to do the foregoing. i) Not use or permit use of the Materials except as expressly permitted herein. 4. DELIVERY OF THE MATERIALS Rovi shall make the Materials available to You at a time determined by Rovi in its sole discretion and such Materials shall be delivered by Rovi via FTP pick-up from Rovi's FTP servers or via such other delivery mechanism (e.g., displays of Materials in online tools which Rovi may give You access to as part of Evaluation Central) as determined by Rovi in its sole discretion. The license granted hereby shall not confer on You the right to receive any enhancements, upgrades or updates to the Materials, nor shall either party be obligated to enter into any further agreement. Rovi may modify, terminate your access to and/or discontinue providing any or all of the Materials at any time. If Rovi modifies, terminates your access to and/or discontinues providing any or all of the Materials at any time, You shall immediately cease using earlier versions of or discontinued Materials as well as Materials for which your access has been terminated and You shall also destroy all copies of such Materials, in any form, and purge all copies of such Materials and all data elements contained therein, from your computer systems, software, technology, documents or other computer or other storage device or medium under your ownership, access or control or in which any Materials have been placed. In addition, You shall destroy any and all records, notes, analyses, memoranda, drawings and other written or tangible materials, documents or other media containing such Materials or any elements therein. 5. TERM AND TERMINATION (a) This Agreement shall begin on the date that Rovi's records indicate that You clicked "I accept the agreement" in the box below (the "Effective Date") and shall automatically terminate on the date that is thirty (30) calendar days from the Effective Date unless earlier terminated as provided in this Agreement (the "Term"). Notwithstanding the foregoing or anything to the contrary, (1) Rovi may terminate this Agreement at any time and for any reason at its sole discretion and without notice to You and (2) if at any time Rovi discontinues providing or terminates your access to the Materials or notifies You of such discontinuance or termination via email to the email address You provided in the above registration form or as otherwise provided in Section 9(e), this Agreement shall automatically terminate upon the earlier of (a) such discontinuance or termination or (b) the termination date set forth in any such notice. (b) Upon termination of this Agreement, You shall immediately cease using all Materials and You shall also destroy all copies of the Materials, in any form, and purge all copies of the Materials and all data elements contained therein, from your computer systems, software, technology, documents or other computer or other storage device or medium under your ownership, access or control or in which any Materials have been placed. In addition, You shall destroy any and all records, notes, analyses, memoranda, drawings and other written or tangible materials, documents or other media containing the Materials or any elements therein. Further, promptly thereafter, your duly authorized officer shall certify, in writing, such destruction and purging and submit such certification to Rovi within five (5) business days of the termination of this Agreement. 6. CONFIDENTIALITY During the Term and for three (3) years thereafter, each party shall maintain the confidentiality of the terms of this Agreement, discussions between the parties regarding the Materials which could reasonably be construed to be confidential or are in oral form and identified by the disclosing party as "Confidential" or "Trade Secret" or similar designation at the time of disclosure, with subsequent confirmation in writing within thirty (30) days of such disclosure, and the other party's proprietary information. Notwithstanding the foregoing, information marked or otherwise identified as "Trade Secret" shall be maintained as confidential by each party for so long as such information remains a trade secret. Proprietary information shall include Materials (with respect to Rovi) and, without limitation, related database layouts, schema, algorithms, structure, editorial content, security and delivery methods, coding and linking; and other program features, capabilities, technical descriptions and source code relating to either party's released or unreleased software or hardware products or services; the marketing or promotion plans of any product or service of either party; and either party's business policies or practices. These confidentiality obligations shall not apply to the extent information is (i) lawfully in the public domain, (ii) lawfully possessed by the recipient before disclosure by the other party, (iii) lawfully disclosed to a party by a third party without obligation of confidentiality, (iv) independently developed by a party without reference to the other party's proprietary or confidential information, or (v) whose disclosure is legally required (provided in such cases that the compelled party provides prompt written notice to the other party of such disclosure and makes reasonable efforts to help the other party oppose or limit such compelled disclosure). 7. INDEMNIFICATION You shall indemnify, defend, and hold harmless Rovi and its affiliates, successors, assigns, licensors and joint owners and their respective members, officers, directors, employees, licensors, and agents from and against any claims made or brought by a third party (including, without limitation, your officers, directors, employees, agents or customers), including, without limitation, judgments, settlements, liabilities, damages, expenses, penalties and fees (collectively, "Claims"), arising out of the actual or alleged breach of this Agreement or use of the Materials by You or your affiliates, successors, assigns, licensors and joint owners and their respective members, officers, directors, employees, licensors, and agents. You shall conduct the defense of all such Claims, at your own expense, subject to Rovi's right to participate with its own counsel at its expense and to approve any settlement that binds or purports to bind Rovi. 8. LIMITATION OF LIABILITY ROVI SHALL NOT HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CLAIMS, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES ARISING UNDER THE TERMS OF THIS AGREEMENT, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO CASE SHALL THE LIABILITY OF ROVI OR ITS AFFILIATES, AGENTS, LICENSORS OR JOINT OWNERS ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED US$10.00 IN THE AGGREGATE. ROVI EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HAVE BEEN ADVISED, AND BY ENTERING INTO THIS AGREEMENT AGREE, THAT ROVI IS PROVIDING THE MATERIALS AS-IS WITHOUT ANY INDEMNITY, REPRESENTATIONS AND/OR WARRANTIES. ROVI HAS NOT SECURED ANY RIGHTS TO THE IMAGES AND IS NOT RESPONSIBLE FOR SECURING ANY SUCH RIGHTS. IT IS YOUR SOLE RESPONSIBILITY TO IDENTIFY AND SOLICIT ANY NECESSARY RIGHTS AND APPROVALS FOR YOUR USE OF IMAGES. 9. MISCELLANEOUS. (a) Assignment. You may not assign this Agreement, in whole or in part, without Rovi's prior written consent. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California (other than the conflict of law rules) and subject to the sole jurisdiction of the courts sitting in Santa Clara County, California. (c) Severability. Should any part of this Agreement be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provision shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties. (d) Relationship between the Parties. This Agreement does not create any relationship other than Rovi as an independent contractor performing services covered by this Agreement, and You as the party contracting with Rovi for those services. No party is a partner or a legal representative of the other for any purpose whatsoever, nor is any party authorized to make any contract, agreement or warranty on behalf of any other party. Under no circumstance shall one party's employees be construed to be employees of the other party. (e) Notices. Except as otherwise provided in this Agreement, all notices (including address change notices) required or permitted hereunder will be in writing and will be delivered personally or served by certified mail, return receipt requested, or by overnight mail service such as Federal Express, all charges pre-paid. Notices shall be deemed to be received upon the earlier of (1) actual receipt or (2) three days after mailing or delivery. The failure or refusal of the recipient to accept or receive notice given hereunder does not affect the validity of the notice. Notices shall be sent to Rovi at the address below and to You at the address provided to Rovi by You in the above registration form, or to such other address as You or Rovi may specify in writing to the other party from time to time. Rovi Data Solutions, Inc. 2830 De La Cruz Boulevard Santa Clara, California 95050 Attn: General Counsel With Copy To: Rovi Data Solutions, Inc. 1168 Oak Valley Drive Ann Arbor, MI 48108 Attn: Legal (f) Publicity. Neither party shall make any public announcement or other form of public disclosure which references the other party's name, trademarks, the names or trademarks of such other party's affiliates, the terms of this Agreement or any matter arising in connection with this Agreement without such other party's prior written consent. (g) Modification. Rovi may modify this Agreement at any time by delivering a copy of the modified Agreement via email to the email address You provided in the above registration form or as otherwise provided in Section 9(e) or by modifying the copy of the Agreement which appears with the registration form in Evaluation Central. (h) Integration. This Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings, both written and oral, regarding such subject matter. (i) Equitable Relief. You acknowledge that any breach under this Agreement may cause Rovi irreparable harm for which there may be no adequate remedy at law and, in such case, You agree that Rovi shall be entitled to equitable relief by injunction or otherwise, without the obligation of posting a bond or surety. Rovi Version: 8/3/2010

*I accept the agreement.