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End User License Agreement
BY ACCEPTING, INSTALLING OR USING ANY PART OF THIS PRODUCT YOU ARE CONSENTING TO ALL OF THE TERMS AND CONDITIONS OF THIS ENTIRE END USER LICENSE AGREEMENT (“EULA”).
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS ENTIRE AGREEMENT, ARE UNABLE OR UNWILLING COMPLY WITH THESE TERMS AND CONDITIONS, YOU MUST
DISCONTINUE USE OF THE PRODUCT IMMEDIATELY AS YOU HAVE NO AUTHORITY OR LICENSE TO USE THE PRODUCT.
TERMS AND CONDITIONS
1)
GRANT OF LICENSE FOR PRE-INSTALLED OR USER UPGRADED FIRMWARE (“THE SOFTWARE”)
Subject to the terms and conditions set forth herein, Fractal Audio Systems, ("FAS") grants you an individual, personal, non-sub licensable, nonexclusive license to use this product in
accordance with the applicable end user documentation, if any (the "License"). The user will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to
discover the source code or underlying ideas or algorithms of the Software; modify, translate, or create derivative works based on the Software; or copy (except for archival purposes),
rent, lease, distribute, assign, or otherwise transfer rights to the Software (except as expressly authorized by this Agreement); remove any proprietary notices, comments, terms and
conditions and or labels on or in the Software. As between the parties, you acknowledge that FAS and its licensors retain their respective ownership of the Software, any portions or
copies thereof, and all rights therein throughout the world. Upon termination of this Agreement for any reason, the License and all rights granted to you under this Agreement will
terminate and you will cease to use the Software. You may permanently transfer the limited rights of use of the Software granted to you under this Agreement only as part of a
permanent sale or transfer of the hardware device containing the software, and only if the recipient agrees to be bound by the terms and conditions of this Agreement. You acknowledge
that you have no rights in or to, and may not transfer or otherwise authorize the use of, any “beta” or “preview” software of FAS and its licensors. THIS LIMITED LICENSE TO USE AND
TRANSFER THE SOFTWARE IS PROVIDED AS-IS AND IS SUBJECT TO THE RESTRICTIONS, INDEMNITY AND WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH BELOW.
2)
RESTRICTIONS, WARRANTY DISCLAIMERS AND INDEMNITY OBLIGATION AGREED TO BY YOU IN EXCHANGE FOR LIMITED GRANT OF LICENSE.
YOU WILL ONLY USE THE SOFTWARE FOR LAWFUL PURPOSES AND IN COMPLIANCE WITH ALL APPLICABLE LAWS. YOU HEREBY AGREE TO DEFEND AND INDEMNIFY FAS AND ITS
LICENSORS AGAINST ANY CLAIM OR ACTION THAT ARISES FROM YOUR USE OF THE SOFTWARE IN AN UNLAWFUL MANNER (INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR ACTION
ALLEGING INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY; UNFAIR COMPETITION; VIOLATION OF GENERAL BUSINESS
LAWS; OR VIOLATION OF ANY OTHER LAWS OR RIGHTS) OR ANY OTHER USE OF THE SOFTWARE NOT EXPRESSLY AUTHORIZED PURSUANT TO THIS AGREEMENT.
3)
IMPULSE RESPONSE EXPORT FOR COMMERCIAL USE
Offering for sale any Impulse Response data (e.g. “Tone Match Export/Save/Dump”, “User Cab Export/Save/Dump”) created, converted or modified using Fractal Audio Systems hardware
and/or software requires a commercial use license. Recording studios, consultants, and other commercial entities may use these features in conjunction with work performed for their
commercial customers, but the resulting data files created may not be offered for sale or gifted to their commercial customers or other third parties without a commercial license from
FAS and its licensors where applicable. Contact [email protected] to obtain a commercial license.
4)
IMPULSE RESPONSE DATA EXPORT FOR NON-COMMERCIAL USE
You are free to export Impulse Response data for non-commercial use. This includes producing, converting, or modifying Impulse Response data for yourself, or offering/distributing such
data at no charge to third parties. Files created without a commercial license cannot be included for free with another product or package that is offered for sale. Contact
[email protected] to obtain a commercial license.
5)
SUPPORT
Subject to the terms hereof, FAS will provide you with e-mail support services for the Software. Under no circumstances will FAS have any obligation to provide you with hard-copy
documentation, upgrades, enhancements, modifications, or telephone support for the Software.
6)
TERMINATION
This Agreement is effective until terminated. Either party may terminate this Agreement upon written notice to the other party. FAS may also terminate this Agreement immediately,
without prior notice or liability, if you breach any of the terms or conditions of this Agreement. All sections of this Agreement which by their nature should survive termination will survive
termination, including, without limitation, warranty disclaimers and limitations of liability and limitations of use and transfer of the Software.
7)
WARRANTY DISCLAIMER
The software is provided as is without warranty of any kind. FAS disclaim all warranties, expressed or implied, including but not limited to implied warranties, fitness for a particular
purpose, and non-infringement. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
8)
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR OTHERWISE, YOU AGREE THAT FAS AND ITS LICENSORS WILL NOT BE LIABLE WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, INFRINGEMENT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY
NOT APPLY TO YOU.
9)
EXPORT RESTRICTIONS
You acknowledge that the Software, or any part thereof, or any process or service that is the direct product of the Software (the foregoing collectively referred to as the "Restricted
Components") are of U.S. origin. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration
Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
10)
MISCELLANEOUS
The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder of FAS and or its licensors. If any provision
of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in
full force and effect and enforceable. This Agreement will be governed by and construed in accordance with the laws of the state of New Hampshire without regard to the conflict of laws
provisions thereof. You agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written
and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications to this EULA, or any commercial license that
you may have obtained from FAS and or its licensors must be in a writing signed by you, FAS and or its licensors, where applicable, except as otherwise provided herein. No agency,
partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind FAS and or its licensors in any respect
whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement
will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day
after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
