Aug 16, 2022

End-User License Agreement

SoundID, SoundID Listen, SoundID Reference, SoundID Reference for Headphones, SoundID Reference for Speakers & Headphones, SoundID Reference for Multichannel, SoundID Reference Measure, SoundID Reference plugin, Sonarworks Reference 4, Reference 4 Systemwide, Reference 4 Measure, Reference 4 plugin

 

Sonarworks

End-User License Agreement

This End-User License Agreement (“EULA”) is a legal agreement between you (either an
individual or a legal entity) and SIA “Sonarworks” (a limited liability company registered in the
Republic of Latvia with its registered office at Šmerļa iela 3, Riga, LV-1006, Latvia)
(“Sonarworks”). This EULA applies to Sonarworks’ software products SoundID Reference and
Reference 4 and all associated software components (“Software”).
BY ACCESSING, INSTALLING, COPYING, AND OTHERWISE USING THE SOFTWARE, YOU
ARE ACCEPTING AND AGREEING TO THIS EULA ON BEHALF OF YOURSELF OR THE
ENTITY YOU REPRESENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE
RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF
OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF
SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS
THE SOFTWARE AND TO ENTER INTO THIS EULA. IF YOU DO NOT AGREE TO ANY OF
THE TERMS OF THIS EULA, SONARWORKS DOES NOT GRANT YOU A LICENSE TO THE
SOFTWARE. IN SUCH AN EVENT, YOU MAY NOT INSTALL, COPY, OR OTHERWISE USE
THE SOFTWARE, AND YOU MUST CEASE ACCESS TO OR USE OF THE SOFTWARE IF
YOU HAVE STARTED TO USE IT.
This EULA gives you specific legal rights, and you may also have other legal rights in addition,
which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability
under this EULA will not apply to the extent prohibited by applicable law. Some jurisdictions do
not allow the exclusion of implied warranties or the exclusion or limitation of incidental or
consequential damages or other rights, so those provisions of this EULA may not apply to you.
 

1. Grant of License
Trial (Evaluation) License. You are licensed to use the Software without charge (“Trial”) on a
non-exclusive, personal, non-transferable, revocable, and limited evaluation basis for the term
indicated on our website www.sonarworks.com (“Trial Period”). You must purchase a license to
continue to use the Software after the Trial Period. If you continue to use the Software after the
Trial Period without paying the license fee, you will be using the Software on an unlicensed and
unauthorized basis. Sonarworks maintains the right to change the Trial Period without
notification and without redemption of any costs to users of the Trial.
Paid (Perpetual) License. After you have purchased a license for the Software and have
received a license activation key enabling you to activate the Software, you are licensed on a
non-exclusive, personal, non-commercial, non-transferable (except as expressly provided
below), revocable license to use the Software simultaneously on the number of devices that
your license type permits (“Activation Seats”).
You may transfer your license between your devices (i.e. deactivate the Software on one device
and activate it on another one) using the Sonarworks user account system
https://sonarworks.com/account (“User Account”). If you have reached the deactivation limit set

by Sonarworks (https://link.sonarworks.com/deactivation-limits) and need to transfer your
license, you can do so by contacting the Sonarworks Support Team (“Support Team”).
 

2. Ownership
The Software and all worldwide copyrights, trade secrets, and other intellectual property rights
therein are the exclusive property of Sonarworks and its licensors. Sonarworks and its licensors
reserve all rights in and to the Software not expressly granted to you in this EULA. The Software
(and all copies thereof) is licensed to you, not sold, under this EULA. There are no implied
licenses in this EULA. You acknowledge that no title to the intellectual property in the Software
is transferred to you. You further acknowledge that title and full ownership rights to the Software
will remain the exclusive property of Sonarworks and you will not acquire any rights to the
Software except as expressly set forth in this license. You agree that any copies of the Software
will contain the same proprietary notices which appear on and in the Software.
All suggestions or feedback provided by you to Sonarworks with respect to the Software shall
be Sonarworks’ property.

3. Restrictions
You agree not to, and you will not permit others to, (a) modify, decompile, disassemble or
otherwise attempt to derive the source code or any other information from the Software, make
derivative works of, reverse-compile or reverse-engineer any part of the Software (except to the
extent that applicable laws specifically prohibit such restriction for interoperability purposes, in
which case you agree to first contact Sonarworks and provide Sonarworks an opportunity to
create such changes as are needed for interoperability purposes) or (b) license, sell, rent, lease,
assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the
Software or the license or make the Software or license available to any third party, except for
an authorized license transfer as described in Section 4 of this EULA, or (c) copy or duplicate
the Software in whole or in part, except to make one copy of the Software for backup or archival
purposes, and (d) extract, reproduce, publish or publicly distribute headphone or speaker
profiles or measurements from the Software, or (e) publish or publicly distribute any serial
numbers, license activation keys, license upgrade codes, passwords, or other end-user-specific
registration information that would allow a third party to activate the Software without a valid
license, or (f) include the Software in any new compilations or redistribute the Software in any
electronic format or otherwise without prior written consent of Sonarworks, or (g) copy or use
the Software for any purpose other than as permitted in Section 1 of this EULA, or (h) use any
portion of the Software on any device other than the ones where the Software is activated on, or
(i) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols
or labels in the Software.
You may not disclose any information, including information on Software features and/or the
results of any performance or functional evaluation of the Software, to any third party without
prior written approval from Sonarworks for the Software versions that have not been publicly
released by Sonarworks. The licenses granted to you in this EULA for the Software are
conditioned upon your compliance with the terms and conditions of this EULA, including, without
limitation, payment of license fees, except for the Trial (Evaluation) License. Sonarworks
reserves all rights not expressly granted to you in this EULA.

4. License Ownership Transfer
If you wish to transfer the ownership of your license to another person or entity, you and the new
owner shall contact the Support Team to initiate the process, receive Sonarworks’ consent and
fulfill any other conditions required by Sonarworks.
You remain responsible for the use of the license unless you have received Sonarworks’
consent for the license ownership transfer. Upon completion of the license ownership transfer,
your license is automatically terminated and a new license is issued to the new owner.
Sonarworks may not grant or may withhold consent to the license ownership transfer if the
transfer or use of the Software by you or the new licensee is against the law, this EULA, or other
terms and conditions of Sonarworks.
The use of the Software by the new licensee is governed by this EULA.

5. Open Source
Certain items included with the Software are subject to “open source” or “free software” licenses
(“Open Source Software”). Some of the Open Source Software is owned by third parties. The
Open Source Software is not subject to the terms and conditions of this EULA. Instead, each
item of the Open Source Software is licensed under the terms of the end-user license that
accompanies such Open Source Software. Nothing in this EULA limits your rights under, or
grants you rights that supersede, the terms and conditions of any applicable end-user license
for the Open Source Software. If required by any license for particular Open Source Software,
Sonarworks makes such Open Source Software, and Sonarworks’ modifications to that Open
Source Software, available by written request to the Sonarworks Support Team.

6. Term and Termination
This EULA and the license granted hereunder are effective from the date you first agree to the
EULA or receive a license activation key, or install or otherwise use the Software (whichever is
sooner), and shall remain effective until (a) the expiration of the Trial (Evaluation) License or (b)
termination initiated by you or Sonarworks as described in this Section, or (c) a license
ownership transfer takes place as described in Section 4 of this EULA.
You may terminate this EULA and, accordingly, the license at any time by contacting the
Sonarworks Support Team with a termination request. The license and this EULA are
considered to be terminated for you only upon receiving a termination notice from Sonarworks.
Sonarworks may immediately terminate this EULA if you fail to comply with the provisions of this
EULA, any other Sonarworks terms and conditions, including, without limitation, payment of
license fees, or applicable law.
Upon termination or expiration of this EULA: (a) the license granted to you by this EULA will
immediately terminate and cease, and (b) you must immediately and permanently uninstall the
Software and delete all copies of the Software from your device or systems regardless of the
manner in which you obtained the Software, and (c) you must destroy or return (at our option)
all copies of the Software and documentation in your possession or control.

7. Data Processing
During the process of (a) User Account registration and management, (b) license registration,
upgrading, and management, (c) downloading, installing, activating, updating and using the
Software, and (d) when technical support is provided, Sonarworks may collect and use technical
information and your personal data.
When you activate the Software online, authentication information will be stored on your
hardware device to link the Software to your User Account and enable the Software to obtain
information related to your license.
Sonarworks may track and collect information about your Software usage (“Usage Data”), and
aggregate such Usage Data in usage reporting. You may request the anonymization of your
Usage Data by contacting the Support Team. If you continue to use the Software, your Usage
Data will be collected. By using the Software, you consent to the collection of your Usage Data.
Further information about the processing of data by Sonarworks can be found in the
Sonarworks Privacy Policy (https://www.sonarworks.com/privacy).

8. Warranty Disclaimer
Notwithstanding anything to the contrary, and to the maximum extent permitted by applicable
law, Sonarworks provides the Software on an “as is” basis, and disclaims all warranties and
conditions, whether express, implied, or statutory, including the warranties of merchantability,
fitness for a particular purpose, accuracy, quiet enjoyment, accuracy, and non-infringement of
third-party rights.
Sonarworks does not guarantee any specific results from the use of the Software. Sonarworks
makes no warranty (a) against interference with your enjoyment of the Software, (b) that the
functions contained in the Software will meet your requirements, (c) that the operation of the
Software will be uninterrupted or error-free, free of viruses or other harmful code, or (d) that
defects in the Software will be corrected. No oral or written information or advice given by
Sonarworks or an authorized representative of the Sonarworks shall create a warranty.
You expressly acknowledge and agree that the use of the Software is at your own risk and
responsibility. In no event shall Sonarworks be liable for any claim, loss, damages, or other
liability, whether in an action or contract, tort or otherwise, arising from, out of, or in connection
with the Software or the use or other dealings in the Software.
Some jurisdictions do not allow the exclusion of implied warranties or limitation on applicable
statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
 

9. Limitation of Liability
To the maximum extent permitted by applicable law, in addition to the above warranty
disclaimers, in no event shall Sonarworks or its suppliers or any of its licensors, directors,
officers, employees, or affiliates of any of the foregoing be liable to you for any consequential,
exemplary, special, incidental, or indirect damages of any kind (including, without limitation,
damages, lost data or lost profit), arising from or relating to the delivery, performance, or use of

or inability to use the Software, or the provision of or failure to provide support services, even if
Sonarworks has been advised of the possibility of such damages.
Notwithstanding any damages that you might incur for any reason whatsoever (including,
without limitation, all damages referenced above and all direct or general damages)
Sonarworks’ entire liability under any provision of this EULA and your exclusive remedy for any
claim, weather in contract, tort or any other theory of liability, shall be limited to and shall not
exceed the amount actually paid to Sonarworks by you for the Software or replacement of the
Software with product(s) of comparable retail value, as Sonarworks may elect in its sole
discretion.
This EULA sets out the full extent of Sonarworks’ obligations and liabilities with regard to the
supply of the Software. Except as expressly stated in this EULA, there are no conditions,
warranties, representations, or other terms, express or implied, that are binding on Sonarworks.
Any condition, warranty, representation, or other term(s) concerning the supply of the Software
which might otherwise be implied into, or incorporated in, this EULA, whether by statute, law or
otherwise (including any warranties of performance or fitness for a particular purpose), are
excluded to the fullest extent permitted by law.

10. Your Responsibilities
You agree to immediately notify Sonarworks in writing of any misuse, misappropriation, or
unauthorized use, disclosure, display, or copying of the Software that may come to your
attention. In addition, you agree to defend, indemnify and hold Sonarworks, its suppliers, and
any of its licensors, directors, officers, employees, or affiliates of any of the foregoing harmless
from any and all claims resulting from or arising out of your use of the Software or breach of this
EULA.


11. Governing Law and Jurisdiction
This EULA and any claim, dispute, action, cause of action, issue, or request for relief relating to
this EULA, shall be governed by the laws and regulations of the Republic of Latvia without
giving effect to any conflicts of law principles that require the application of the laws of a
different jurisdiction. The provisions of the United Nations Convention on Contracts for the
International Sale of Goods are not applicable.
Any action or proceeding relating to this EULA must be brought in the Riga Regional Court (the
Republic of Latvia), and each party irrevocably submits to the jurisdiction and venue of any such
court in any such claim or dispute, except that Sonarworks may seek injunctive relief in any
court having jurisdiction to protect its intellectual property.
If you are a consumer, this choice of law applies to you only insofar as the protection afforded is
not withdrawn by mandatory provisions of the laws of the country in which you have your
habitual residence.


12. Export Compliance
The Software and related technology may be subject to U.S. export control laws and to export
or import regulations in other countries. You agree to strictly comply with all such laws and

regulations and acknowledge that you have the responsibility to obtain authorization to export,
re-export, or import the Software and related technology, as may be required. You will indemnify
and hold Sonarworks harmless from any and all claims, losses, liabilities, damages, fines,
penalties, costs, and expenses (including attorney fees) arising from or relating to any breach by
you of your obligations under this section.


13. Miscellaneous
This EULA is the complete agreement between Sonarworks and you and supersedes all prior
agreements, oral or written, with respect to the subject matter hereof.
Neither the rights nor the obligations arising under this EULA are assignable by you, and any
such attempted assignment shall be void and without effect.
If any provision of this EULA is unenforceable, such provision will be changed and interpreted to
accomplish the objectives of such provision to the greatest extent possible under applicable law,
and the remaining provisions will remain in full force and effect.
All waivers by Sonarworks will be effective only if in writing. Any waiver or failure by Sonarworks
to enforce any provision of this EULA on one occasion will not be deemed a waiver of future
enforcement of that or any other provision.
The headings of Sections of this EULA are for convenience and are not to be used in
interpreting this EULA.
Sonarworks reserves the right, at any time and from time to time, to update, revise, supplement,
and otherwise modify this EULA, and to impose new or additional rules, policies, terms, or
conditions on your use of the Software. Such updates, revisions, supplements, modifications,
and additional rules, policies, terms, and conditions (collectively referred to in this EULA as
“Additional Terms”) will be effective immediately and incorporated into this EULA. Your
continued use of the Software following the implementation of such Additional Terms will be
deemed to constitute your acceptance of any and all such Additional Terms. All Additional
Terms are hereby incorporated into this EULA by this reference.


Any notice to you may be provided by email to the address that you registered with Sonarworks.
If you have questions regarding this EULA, please contact the Sonarworks Support Team at this
email address: support@sonarworks.com.

The EULA was last updated on May 25, 2022.