LEGAL NOTICES - Software License Agreement

 

NOTICE TO USER: THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE AND SOUNDS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This copy of the Software is licensed to you as the end user. Please read this Agreement carefully.

This Spectrasonics End User License Agreement accompanies a Spectrasonics computer software program and sounds and its documentation and other related explanatory materials (collectively, the “Software”). In addition to the program and the documentation, the term “Software” shall also include any upgrades, modified versions or updates of the Software licensed to you by Spectrasonics.

ALL USE OF THE SOFTWARE IS SUBJECT TO THIS LICENSE AGREEMENT. YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. SPECTRASONICS’ ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY SPECTRASONICS, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. License Grant, Use, and Restrictions. Subject to the terms and conditions of this Agreement, Spectrasonics hereby grants you a nonexclusive, nontransferable license (the “License”) to use the computer software program in machine executable object code form only, and only in accordance with the applicable end user and technical documentation provided by Spectrasonics. All rights not expressly granted herein are reserved.

YOU MAY: (a) use the enclosed Software on more than one computer; (b) physically transfer the Software from one computer to another provided that it is used only by the purchaser of Omnisphere; (c) make copies of the Software solely for backup purposes. You must reproduce and include the copyright notice on a label on any backup copy, and must take reasonable measures to ensure that any copy is used only as allowed by the terms of this Agreement.

YOU MAY NOT: (a) distribute copies of the Software to others; (b) rent, lease or grant sub-licenses or other rights to the Software; (c) provide use of the Software to third parties, or in a computer service business, network, time-sharing, multiple CPU or multiple user arrangement without the prior written consent of Spectrasonics; (d) translate or otherwise alter the Software without the prior written consent of Spectrasonics; (e) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except and only to the extent applicable statutory laws specifically prohibit such restrictions; nor (f) create derivative works based on the Software, This License does not specifically entitle you to any updates, enhancements, or improvements to the Software. Spectrasonics may release these at times, and from time to time, at its sole discretion.

2. Title, Copyright, and Other Rights. The code is owned by Spectrasonics, and its struture, organization and code are the valuable trade secrets of Spectrasonics. The Software is also protected by United States Copyright Law and International Treaty provisions. As between the parties, Spectrasonics and/or its licensors and suppliers retain all right, title and interest in the Software and all copies and portions thereof. Title, ownership rights, and intellectual property rights in and to the content accessed with the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License gives you no rights to such content. You may use Spectrasonics trademarks only to identify printed output produced by the Software, in accordance with accepted trademark practice, including identification of trademark owner’s name. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this Agreement does not grant you any intellectual property rights in the Software.

3. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED “AS IS” AND SPECTRASONICS AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR ANY PARTICULAR PURPOSE. SPECTRASONICS AND ITS LICENSORS AND SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

4. Limitation of Liability. NOT WITHSTANDING ANYTHING TO THE CONTRARY, NEITHER SPECTRASONICS NOR ITS LICENSORS AND SUPPLIERS SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY(A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, DATA, PROFIT OR SAVINGS, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) FOR ANY DAMAGES IN EXCESS OF SPECTRASONICS LIST PRICE FOR A LICENSE TO THE SOFTWARE, OR (C) FOR ANY CLAIM BY ANY THIRD PARTY; EVEN IF SPECTRASONICS, ITS REPRESENTATIVE, OR ITS LICENSORS OR SUPPLIERS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

5. Termination. The License granted in Section 1 will terminate automatically if you fail to cure any material breach of this Agreement within thirty (30) days of written notice, or immediately without notice in the case of a breach of Section 1. Upon termination, you shall immediately cease all use of the Software and return or destroy all copies of the Software. Except for the License granted in Section 1 and except as otherwise expressly provided herein, the terms of this Agreement shall survive termination. Termination is not an exclusive remedy and all other remedies will be available whether or not the license is terminated.