SOFTWARE LICENSE AGREEMENT
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE PRESSING THE "AGREE" BUTTON DURING THE INSTALLATION. BY PRESSING "AGREE" OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE WITH THIS AGREEMENT, PRESS "DISAGREE" AND DO NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE PRODUCT.
This End-User License Agreement ("Agreement" or "License") is a legal contract between you ("You" or "Licensee") and Townsend Labs Inc. ("Townsend Labs") for use of the Townsend Labs software program Sphere microphone modeling, which includes computer software and its resources (the "Software") and the Software user guide and support files (the "Software Documentation") accompanying this License (collectively the "Product").
1. General Grant of License
The Product is not sold. Townsend Labs grants You a nonexclusive, nontransferable license to use the Product only under the terms of this Agreement. This Agreement gives You limited rights to use the Software for the purposes described in the Software Documentation. This Agreement does not grant You any ownership or intellectual property rights to the Product in part or whole. The Product and any copies that you are authorized by Townsend Labs to make are the intellectual property of and are owned by Townsend Labs.
2. Permitted License Uses and Restrictions
2.1. You may install and test the Demo Version of the Software, only for evaluating the Software for purchase. In requesting to download the Demo Version, or otherwise using the Demo Version, You acknowledge that the Demo Version has limitations in functionality. The Demo Version may not be used for commercial purposes.
2.2. You may distribute the Demo Version of the Software provided the following conditions are met:
- This license agreement must accompany the Software.
- You do not charge any money for the Software or its distribution without express written permission from Townsend Labs.
- The Software is not exploited commercially in any way.
- You do not rent, lease, lend, sell, redistribute or give away any serial codes, license files or information, or means that circumvent the limitations of the Demo Version.
2.3. You may use the Software, after you have purchased it, for any private, commercial or otherwise professional use that doesn't conflict with any other terms of this agreement. Each licensed copy of this Software may be used by only one person (Licensee). If you install the Software onto a multi-user platform, server or network, each and every individual user of the Software must be licensed separately or included by a multi-site license.
2.4. You may make a copy of the purchased Software for backup purposes, provided others do not use or install your copy of this Software. The assignment, sublicense, networking, sale, or distribution of copies of this Software is strictly forbidden without the prior written consent of Townsend Labs. It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the use of this Software. If any person other than yourself uses Software registered in your name on another computer location or workstation, regardless of whether it is at the same time or different times, then this Agreement is being violated and you are responsible for that violation!
2.5. You may not copy, decompile, attempt to discover the source code or resources, reverse engineer, disassemble, modify, or create derivative works of the Software in whole or part, including translation to another language, computer language or format. You may not attempt to unlock or bypass any copy-protection or authentication algorithm utilized by this Product. You may further not remove, hide or change any textual or graphical information like labels, copyright or license notices.
2.6. You may not resell your NFR (not for resale) license, given to you by Townsend Labs for review purposes.
2.7. You may install the Software, after you have purchased it, on up to 5 computers running on Microsoft Windows or Mac OSX operating systems. Your license is a dual platform license.
The Product is protected by international copyright laws and international treaties. Unauthorized reproduction or distribution of the Software or documentation is subject to civil and criminal penalties. Sphere is a trademark of Townsend Labs. VST is a trademark of Steinberg GmbH. AAX is a trademark of Avid Technology, Inc. Audio Units is a trademark of Apple Inc. All other trademarks are the property of their respective owners.
This license is effective until terminated. You may terminate it by destroying the complete Product and all copies thereof. This license will also terminate if You fail to comply with any terms or conditions of this agreement. Upon termination of this Agreement, You shall cease all use of the Product, and destroy all copies of any portion of the Product in your possession.
5. Disclaimer of Warranties
THE PRODUCT IS PROVIDED "AS IS AND WITH ALL FAULTS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. THE PRODUCT MAY CONTAIN BUGS, ERRORS, OR OTHER PROBLEMS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT YOU AGREE TO ACCEPT THE PRODUCT "AS IS AND WITH ALL FAULTS". TOWNSEND LABS MAKES NO WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TOWNSEND LABS RESERVES THE RIGHT TO REVISE THE PRODUCT WITHOUT OBLIGATION TO NOTIFY ANY INDIVIDUAL OR ENTITY OF SUCH REVISIONS. TOWNSEND LABS DOES NOT AND CANNOT WARRANT THAT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. THE PROVISIONS OF SECTION 5 AND SECTION 6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, HOWEVER CAUSED, BUT THIS SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE PRODUCT AFTER TERMINATION OF THIS AGREEMENT.
6. Limitation of Liability
IN NO EVENT SHALL TOWNSEND LABS, ITS MEMBERS, MANAGERS, EMPLOYEES, AND AFFILIATES (COLLECTIVELY REFERRED TO AS "TOWNSEND LABS" FOR THE PURPOSES OF SECTIONS 5 AND 6) BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSES), RESULTING FROM ANY DEFECT IN THE PRODUCT WHETHER FORESEEABLE OR NOT, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TOWNSEND LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, TOWNSEND LABS SHALL HAVE NO LIABILITY FOR ANY DATA STORED IN OR USED WITH THE PRODUCT, INCLUDING THE COST OF RECOVERING SUCH DATA. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL TOWNSEND LABS'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT, IF ANY.
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