End-User License Agreement

Sonarworks Ltd

Sonarworks, Sonarworks HD Reference, Sonarworks Headphone plug-in, Sonarworks Speaker plug-in, Sonarworks Systemwide

IMPORTANT-READ CAREFULLY: This Sonarworks End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Sonarworks, Ltd. Registered in Latvia, reg.nr 40103611667 (“Sonarworks”).  This EULA governs the Sonarworks software identified above, which includes the User Manual, 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.     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. (a)   Evaluation Copy.  You are licensed to use the SOFTWARE without charge on a non-exclusive, personal, non-transferable, revocable and limited evaluation basis for twenty one (21) days from the day that you install the SOFTWARE.  You must pay the license fee and register your copy to continue to use the SOFTWARE after the twenty one (21) days.  You may not use the Software in any manner if you do not pay the license fee and register the SOFTWARE after such twenty one (21) day period.  If you continue to use the SOFTWARE after the twenty one (21) day period without paying the license fee and registering you will be using the SOFTWARE on an unlicensed an unauthorized basis.    (b)   Registered Copy.  After you have purchased the license for 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 copy the SOFTWARE only into 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. 

3.     RESTRICTIONS; RESERVATION OF RIGHTS.  You may not reverse engineer, de-compile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.  You may not rent, lease, or lend 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 in its discretion.  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. You may not reverse engineer, decompile, or disassemble the Software.  

4.     SUPPORT SERVICES.  Sonarworks may provide you with support services related to the SOFTWARE (“Support Services”).  Use of Support Services is governed by the Sonarworks polices and programs described in the user manual, in online documentation, and/or other Sonarworks-provided materials, as they may be modified from time to time.  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.  You agree that Sonarworks may collect and use technical information gathered as part of the Support Services provided to you, if any, related to the Software. Sonarworks may track and collect information from your use of the Software (“Usage Data”), and aggregate such Usage Data in a “Usage Report” with the goal to improve product in future versions.

5.     TERMINATION. You may terminate this license at any time by destroying the original and all copies of the SOFTWARE in whatever form.  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.

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 no title to the SOFTWARE or 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.     LIMITED WARRANTY; EXCLUSIVE REMEDY; DISCLAIMERS.  The evaluation copy of the SOFTWARE is provided “AS IS” with no warranties or conditions of any kind.  Sonarworks warrants to you for your benefit alone that the registered version of the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of your receipt of the Software.  Any implied warranties on the SOFTWARE are limited such ninety (90) day period.  You agree your exclusive remedy for any breach of the foregoing limited warranty will be, in Sonarworks’s sole option, to replace the SOFTWARE media or to credit the license fees for the SOFTWARE paid by you to Sonarworks, if any, and terminate this EULA. The later remedy is subject to the return of all copies of the SOFTWARE.  Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.  Sonarworks does not warrant that the SOFTWARE, its use, operation or your ability to use the SOFTWARE will be uninterrupted or error-free or that all SOFTWARE errors will be corrected.  The limited warranty set forth above shall not apply to any defect or problems caused by any defect in any hardware or software used in combination with the SOFTWARE, or use of the SOFTWARE in execution environments not specified in the Documentation.  Sonarworks does not warrant that the SOFTWARE or service will meet your requirements or that the operation of the SOFTWARE will be uninterrupted or error free.  EXCEPT FOR THE FOREGOING THE SOFTWARE AND ANY SERVICES PROVIDED "AS IS," WITHOUT WARRANTY OR CONDITION OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE, LAW, SONARWORKS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS OR SERVICES PROVIDED IN CONNECTION WITH THIS EULA.  This limited warranty gives you specific legal rights.  You may have others, which vary from state to state. Any warranties that by law survive the foregoing disclaimers shall terminate ninety (90) days from the date you downloaded or otherwise received the SOFTWARE.

8.     LIMITATION OF LIABILITY. THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE 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.  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, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY SHALL BE LIMITED TO AND SHALL NOT EXCEED IN ANY EVENT ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S.$5.00.  THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

9.   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.

10.   CHOICE OF LAW. This EULA and all related matters shall be interpreted under and controlled by the laws of Latvia if permitted by applicable law. If not permitted, this EULA and all related matters shall be interpreted under and controlled by the laws of the state of Delaware.

11. VENUE. You consent to exclusive jurisdiction and venue in the courts sitting in Latvia if permitted by applicable law. If not permitted by applicable law, you consent to exclusive jurisdiction and venue in the courts sitting in the state of Delaware.

12.   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.  Sections 3, 4, and Sections 6 through 12 will survive the termination or expiration of this EULA for any reason.  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. Sonarworks reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. 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 Agreement by this reference.  

If you have any questions concerning this EULA or wish to contact Sonarworks for any reason, please send electronic mail to support@sonarworks.com.