END-USER LICENSE AGREEMENT
IMPORTANT LEGAL NOTICE - READ CAREFULLY: The following software (hereinafter "Software"), alone or in any combination, and any end-user documentation related thereto, are licensed, not sold, subject to the terms of the End-User License Agreement (hereinafter "License Agreement") in the box below. Before you may download and use the Software and any accompanying documentation, you must agree to be bound by the terms of the License Agreement.
- Wave Editor
- Sample Manager
- Sample Manager Action Pack
- Spectre Starter
- Backline Basic
- Backline DDP
- Loop Editor
- Fidelia Advanced
- Spectre Leq
- Spectre Level
- Generalized Dynamics Processor, a.k.a. GDP
If you agree to be bound by the terms of the License Agreement, communicate your acceptance of these terms by clicking the button marked "Agree." Read the License Agreement carefully before you click the button marked "Agree." YOU AGREE TO BE BOUND BY THE TERMS OF THE LICENSE AGREEMENT BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. If you would like to print the License Agreement and read it offline, click here.
If you do not agree to the terms of the License Agreement (or if you do not have authority to enter into this License Agreement), click the button marked "Disagree." If you click the button marked "Disagree," you will not be able to download or use the Software.
END-USER LICENSE AGREEMENT
THIS END-USER LICENSE AGREEMENT (this "License Agreement") is a legally enforceable contract between you (an individual or a single entity) and Audiofile Engineering, LLC (hereinafter "Audiofile"). The Software is protected by intellectual property laws and treaties. The Software is licensed, not sold.
(a) Individual License: A single license to the Software that can be activated on a single computer or two computers if the Software is not used concurrently on both computers.
(b) Studio Pack: A license to the Software that can be activated and used concurrently on up to five computers.
(c) StudioLife: A bundle of the Software consisting of Wave Editor, Sample Manager, Spectre, Rax, and Backline Basic.
2. Grant of License.
Audiofile grants to you a non-exclusive, non-transferable license to download, install, execute and use the machine-readable, object-code version of the Software, together with all end-user documentation provided therewith, subject to the terms and conditions set forth in this License Agreement. If you have elected to obtain an initial trial license of the Software, your trial license is subject to all the terms and conditions of this Agreement, including without limitation, Sections 3 and 4 of this Agreement.
3. Conversion to Full License.
(a) The Software may be initially licensed to you on a trial basis for fifteen days, starting on the day you first download the Software. This trial license expires after fifteen days, after which you may not use the Software without obtaining a full license from Audiofile. You may convert your trial license into a full license by registering your copy of the Software with Audiofile by such method as Audiofile shall designate. If you have a trial license, the Software contains a feature that causes the Software to cease functioning after fifteen days. You may disable this feature and thereby convert your trial license into a permanent license only by registering your copy of the Software with Audiofile as set forth hereinabove.
(b) You agree that you will not (and will not authorize or permit any of your employees, agent, or third parties to) disable or attempt to disable the feature of the Software that provides intermittent reminders that you have not registered your copy of the Software or for the purpose of circumventing any of the terms of this License Agreement or the copyright law of the United States or any other country.
(c) If you elect to convert your trial license to a full license, all of the terms and conditions of this License Agreement shall apply to such full license.
A trial license expires after 15 days, unless it is terminated as set forth below or converted into a full license as set forth above. A full license will continue indefinitely, unless it is terminated as set forth below.
5. Permitted Uses of Software.
You may use the Software only for your personal or internal business use. You may not rent, lease, lend, or provide your copy of the Software for use by others, including without limitation, through a commercial hosting service, application service provider, service bureau, or time-sharing service.
6. Permitted Copies of Software.
You may copy the Software only as required to install, execute, and use the Software as set forth in Section 2 above and for backup and recovery purposes. An Individual License allows you to install and activate the Software on two computers so long as the Software is not used concurrently on both computers.* A Studio Pack License allows you to install and activate the Software on up to five computers. You may not install the Software beyond these limitations or make the Software available over a network where it could be used by multiple users at the same time.
*The following Software may only be installed on one computer for an Individual License: voXover, Spectre Leq, Spectre Level, AEq, and GDP.
You shall not (and shall not authorize or permit your employees, agents or third parities to):
(a) Use or copy the Software or any part thereof, except as expressly authorized in this License Agreement;
(b) Modify or prepare derivative works of the Software or any part thereof;
(c) Disclose, demonstrate, distribute, sell, lease, sublicense, lend, give, share, transfer, assign, or otherwise make all or any portion of the Software available to any natural person, corporation, or other entity, except as expressly authorized in this License Agreement;
(d) Translate, disassemble, decompile, decode, reverse engineer, or cause or allow discovery of the source code of the Software, except as expressly permitted by applicable law;
(e) Remove, obscure, or alter the titles, copyright notices, trademarks, logos, trademark notices, or other proprietary or restricted rights notices affixed to or contained in the Software;
(f) Make any claim or representation of ownership or deny or challenge any claim of Audiofile's or its licensors' ownership of the Software;
(g) Use the Software in any manner that violates any international, federal, state, or local law, rule, regulation, or ordinance; or
(h) Use the Software in a manner that violates the software licenses granted to you by other companies that have provided software for your computer. For example, the Software is designed to be used with the Mac OS X operating system, thus you may not use the Software in a manner inconsistent with the Mac OS X license agreement between you and Apple Computer, Inc.
8. Your Warranties and Additional Obligations.
You warrant that all individuals having access to your copy of the Software (that is, the copy you obtain upon agreeing to this License Agreement or any other copy you have made from that copy) will observe and perform all the terms and conditions of this License Agreement. You shall, at your own expense, promptly enforce the restrictions in this License Agreement against any person who gains access to your copy of the Software with your permission or while in your employ and who violates such restrictions, by instituting and diligently pursuing all legal and equitable remedies against him or her. You agree to immediately notify Audiofile in writing of any misuse, misappropriation or unauthorized disclosure, display or copying of the Software that may come to your attention. You agree to indemnify and hold harmless Audiofile from any and all losses and third-party claims arising out of or in connection with your use of the Software or breach of this License Agreement.
(a) Title, including the ownership of all patent rights, copyrights, trade secret rights, trade mark rights, know-how rights, and all other intellectual property rights in and to the Software shall remain at all times with Audiofile and its licensors.
(b) No right, title, or interest in or to the Software is transferred to you under this License Agreement, and you shall have no right, title or interest in or to the Software, except that you shall have the right to use the Software subject to the terms and conditions set forth in this License Agreement.
10. Protection of Intellectual Property.
You acknowledge that the Software contains substantial and valuable intellectual property of Audiofile, including trade secrets of Audiofile and its licensors, and constitutes Audiofile's confidential and proprietary information. You agree to use the same care to protect the Software against any use, copying, disclosure, or dissemination not expressly authorized by this License Agreement that you use to protect your own most valuable proprietary information and materials, but in no event less than the care a reasonable business person would use under similar circumstances. Without limiting the foregoing, you shall not give any third party access to the Software, except third-party consultants or contractors who need access to the Software to perform services for you, and who have signed a non-disclosure agreement agreeing to protect the confidentiality of the Software containing terms at least as restrictive as the terms set forth in this License Agreement.
11. Disclaimer of Warranties.
THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, AUDIOFILE AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, STATUTORY, OR ARISING BY OPERATION OF LAW, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
Because some states of the United States and some countries do not allow the disclaimer or limitation of certain warranties, the above disclaimer may not apply to you.
12. Limitations on Liability.
(a) UNDER NO CIRCUMSTANCES, SHALL AUDIOFILE, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUES, SAVINGS, OR GOODWILL, BUSINESS INTERRUPTION, AND LOSS OR DAMAGE TO DATA) ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE SERVICES RENDERED HEREUNDER OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE.
(b) IN NO EVENT SHALL AUDIOFILE'S AND ITS LICENSORS COMBINED AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS LICENSE AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU TO AUDIOFILE HEREUNDER.
(c) THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF AUDIOFILE OR ITS LICENSORS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Because some states of the United States and some countries do not allow the exclusion or limitation of the liability for certain types of damages, the above disclaimer may not apply to you.
13. End-User and Technical Support.
Audiofile shall have no obligation under this License Agreement to provide end-user or technical support to you.
You shall pay all taxes and duties, including all sales, use, excise, goods and services, and value-added taxes, and all related interest and penalties, that are levied assessed or imposed by a governmental authority by reason of this License Agreement or any transaction hereunder, except (a) taxes for which you provide Audiofile a valid tax exemption or resale certificate; (b) taxes based on Audiofile's net income; and (c) interest and penalties caused by Audiofile, but not by you.
15. Export Control Laws.
You agree to comply with all laws, rules and regulations applicable to the export of the Software. Without limiting the generality of the foregoing, you shall not export, re-export or transship the Software, or the direct product thereof, in violation of any United States laws and regulations which may from time to time be applicable. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Order. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
16. Injunctive Relief.
Because of the unique nature of the Software, you understand and agree that Audiofile will suffer irreparable injury in the event you fail to comply with any of the terms of Sections 3(b), 5-8, 9(b), 10 and 14 of this License Agreement and that monetary damages may be inadequate to compensate Audiofile for such breach. Accordingly, you agree that Audiofile will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms of this License Agreement.
You may terminate this License Agreement at any time. Audiofile may immediately terminate this License Agreement if you breach any representation, warranty, agreement, or obligation contained or referred to in this License Agreement. Upon termination, you must dispose of the Software and all copies or versions of the Software by destroying the Software. The provisions of Sections 3(b) and 7-19 of this License Agreement shall survive termination of this Agreement.
18. U.S. Government Restricted Rights.
The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights 48 CFR 52.227-19, as applicable. Manufacturer for such purposes is Audiofile Engineering, LLC, 126 N. 3rd Street, Suite 503, Minneapolis, MN 55401-1685.
If the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19 or its successors apply, the Software constitutes restricted computer software as defined in that clause and the Government shall not have the license for published software set forth in subparagraph (c)(3) of that clause.
The Software (i) was developed at private expense, and no part of it was developed with governmental funds; (ii) is a trade secret of Audiofile for all purposes of the Freedom of Information Act; (iii) is "restricted computer software" subject to limited utilization as provided in the contract between the vendor and the governmental entity; and (iv) in all respects is proprietary data belonging solely to Audiofile.
(a) No amendment to this License Agreement shall be binding unless made in writing and signed by a duly authorized representative of the party against whom enforcement is sought.
(b) You shall not sell, assign, license, sub-license, or otherwise convey in whole or in part, by operation of law or otherwise, to any third party this License Agreement or any rights granted or services provided hereunder, without the prior written consent of Audiofile.
(c) This License Agreement shall be governed under the laws of the State of Minnesota without regard to its conflicts of law provisions. All actions or proceedings arising out of or relating to this License Agreement, its validity, performance, enforcement, or breach, or the subject matter of this License Agreement shall be venued exclusively in state or federal court in Minneapolis, Minnesota, and the parties hereby irrevocably consent and submit themselves to the personal jurisdiction of said courts for all such purposes. The United Nations Convention on Contracts for International Sale of Goods shall not apply to this License Agreement.
(d) If any litigation is brought to enforce this License Agreement, or arises out of this License Agreement, the prevailing party shall be awarded its reasonable attorneys' fees together with expenses and costs incurred in such litigation.
(e) The failure of either party at any time to require performance of any provision of this License Agreement or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by either party of any breach of any provision of this License Agreement or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this License Agreement.
(f) If any provision of this License Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this License Agreement shall remain in full force and effect.
(g) This License Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all previous communications, negotiations, and agreements, whether oral or written, between the parties with respect to such subject matter. Notwithstanding any inconsistent or additional terms and conditions that may be contained in a purchase order, voucher, or other similar document issued by you, such document shall be conclusively deemed to have been issued for the your internal purposes only and the terms and conditions of this License Agreement shall prevail. Therefore, even if such document is acknowledged or accepted by Audiofile, and regardless of any statement to the contrary which may be contained therein, the inconsistent and/or additional terms and conditions of such document shall have no force or effect on this License Agreement.
COPYRIGHT NOTICE. Copyright (c) 2004-2011. Audiofile Engineering, LLC, 126 N. 3rd Street, Suite 503, Minneapolis, MN 55401-1685. All rights reserved. Any rights not expressly granted in this License Agreement are reserved.
TRADEMARKS. "Audiofile Engineering," "Wave Editor," "Sample Manager," "Sample Manager Action Pack," "Spectre," "Spectre Starter," "Rax," "Backline," "Backline Basic ," "Backline DDP," "Loop Editor," "Quiztones," "Fidelia," "Fidelia Advanced," "voXover," "Spectre Leq," "Spectre Level," "AEq," "GDP," "Generalized Dynamics Processor," and "StudioLife" are trademarks Audiofile Engineering, LLC and may be registered.