Apr 20, 2021

End-User License Agreement

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

 

SIA “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” (the limited liability company registered in the Republic of Latvia under registration no. 40103611667 and with its legal address at Smerla Street 3, Riga, LV-1006, Latvia) (“Sonarworks”).  This EULA governs Sonarworks’ software products identified above, any associated software components, any media, any printed materials other than the User Manual, and any “online” or electronic documentation (“Software”). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA.  If you do not agree to the terms of this EULA, Sonarworks is unwilling to license the Software to you.  In such event, you may not install, copy, or use the Software.  If the Software was mailed to you, return the media envelope, UNOPENED, along with the rest of the package to the location where you obtained it within 30 days from purchase.

 

1.  Ownership

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. 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.

 

2.  Grant of license

2.1.    Evaluation Copy.  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 in our site www.sonarworks.com (“Trial Period”).  You must pay the license fee and register your copy to continue to use the Software after the Trial Period.  You may not use the Software in any manner if you do not pay the license fee and register the Software after the Trial Period.  If you continue to use the Software after the Trial Period without paying the license fee and registering, 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.    

2.2.    Registered Copy.  After you have purchased the license for the Software and have received the activation code enabling the registered copy, you are licensed on a non-exclusive, personal, non-transferable (except as expressly provided below), revocable and limited basis to transfer a copy of the Software only to the memory of the number of computers corresponding to the number of licenses purchased. Under no other circumstances may the Software be operated at the same time on more than the number of computers for which you have paid a separate license fee.  You may not distribute, copy, or duplicate the Software in whole or in part, except that you may make one copy of the Software for backup or archival purposes.  You may terminate this license at any time by destroying the original and all copies of the Software in whatever form you have had obtained them.

 

3.  Restrictions, reservation of rights

You may not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or any other information from the Software.  You may not sublicense, rent, lease, or lend the Software. You may not extract, reproduce, publish or publicly distribute headphones', speaker's profiles or measurements from the Software. You may not publish or publicly distribute any serial numbers, access codes, unlock-codes, passwords, or other end-user-specific registration information that would allow a third party to activate the Software without a valid license. You may not include the Software in any new compilations, such as software collections on CD-ROM, or redistribute the Software in any electronic format or otherwise without prior written consent of 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.  Sonarworks reserves all rights not expressly granted to you in this EULA.

 

4.  Support services

Sonarworks may provide you with support services related to the Software (“Support Services”).  Use of the Support Services is governed by Sonarworks policies and programs described in our site, which may be modified from time to time without prior notice. Any supplemental Software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this EULA, unless separate terms are provided. This EULA does not obligate Sonarworks to provide any Support Services or to support any software provided as part of the Support Services.  

 

5.  Termination

You may terminate this license at any time by destroying the original and all copies of the Software in whatever form you have had obtained them.  Without prejudice to any other rights, Sonarworks may immediately terminate this EULA if you fail to comply with the terms and conditions of this EULA, including, without limitation, payment of license fees.  In such event, you must destroy the original and all copies of the Software in whatever form it was installed.

 

6.  Intellectual property rights

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  You acknowledge that neither title to the Software nor 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.

 

7.  Data processing

7.1. During the process of registration, unlocking, updating or upgrading the Software and when technical support is provided, Sonarworks may collect and use technical information and your personal data.

7.2. When you activate the Software online, authentication information will be stored on your hardware device for the purpose of linking the Software to your personal data you have submitted when you registered for Software licence(s) (“User Data”) and enabling the Software to obtain the information pertaining to your license(s).

7.3. Sonarworks may track and collect information from your Usage Data, and aggregate such Usage Data in a usage report (“Usage Report”) (e.g. but not limited to OS Version, Plugin-version). You can reject making Usage Reports by contacting Sonarworks..

7.4. Further information about Sonarworks’ data processing can be found in Sonarworks Privacy Statement (https://www.sonarworks.com/privacy).

 

8.  Disclaimer of warranties  

8.1. You expressly acknowledge and agree that use of the Software is at your sole risk and responsibility. The entire risk as to satisfactory quality, performance and accuracy is based on your usage of the Software.

8.2. The Software is provided “AS IS”, and Sonarworks disclaims all warranties and conditions with regard to the software whether express, implied or statutory, including without limitation the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third-party rights. Sonarworks does not warrant against interference with your enjoyment of the Software, that the functions contained in the Software will meet your requirements, that the operation of the Software will be uninterrupted or error-free, or 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.

8.3. If you are dissatisfied with any portion of the Software, or with any of these terms, your sole and exclusive remedy is to discontinue using the Software. Should the Software prove defective, Sonarworks may choose to replace the licensee’s copy of the Software.

8.4. 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

9.1. 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, special, incidental, or indirect damages of any kind (including, without limitation, damages for interruption of business, lost data, lost profit, or the like) arising out of the delivery, performance, or use of or inability to use the Software, or the provision of or failure to provide the Support Services, or otherwise under or in connection with any provision of this EULA, even if Sonarworks has been advised of the possibility of such damages.

9.2. 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 of comparable retail value, as Sonarworks may elect in its sole discretion. If no fees were paid for the Software, then the liability shall be limited to and shall not exceed € 5 (five euro) or $ 6 (six USD).

9.3. Because some states/countries do not allow certain limitation of liability, this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability shall not be applicable solely to the extent that any specific provision of this limitation of liability is prohibited by any federal, state, or municipal law, which cannot be preempted. This EULA gives you specific legal rights, and you may have other rights that vary from jurisdiction to jurisdiction.

 

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

11.1.   This EULA shall be governed by law of the Republic of Latvia without reference to its choice of law rule. This choice of law only applies to the you insofar as no other law is chosen for certain provisions of this EULA. The provisions of the United Nations Convention on Contracts for the International Sale of Goods is not applicable.

11.2.  All actions or proceedings arising under or related to this EULA must be brought in Riga Regional Court, Republic of Latvia, and you hereby agree to irrevocably submit to the exclusive jurisdiction and venue of any such court in all such actions or proceedings.

11.3.  If you are a consumer this choice of law applies to you only insofar as the protection granted by mandatory provisions of the laws of the country, in which you have your habitual residence, is not withdrawn thereby.

11.4.  Notwithstanding this, you agree that Sonarworks shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

 

12.   Miscellaneous

12.1. 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. Sections 3, 4, 6 and Sections 8 through 12 will survive the termination or expiration of this EULA for any reason.

12.2. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

12.3. 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 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.

 

Should you have any questions concerning this EULA, please contact us:

SIA “Sonarworks”

Address: Smerla Street 3, Riga, LV-1006, Latvia.

Phone: +371 67 223 131

E-mail: support@sonarworks.com

 

The EULA was last updated on 5th of March 2021.