iZotope, Inc. Software License Agreement

READ CAREFULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT”) BEFORE YOU CLICK ON THE “ACCEPT” BUTTON OR OTHERWISE UE THE PRODUCT. CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE DOWNLOADING, INSTALLING AND/OR USING THE LICENSED SOFTWARE OR ANY TECHNOLOGY, IDEA, DATA AND DATABASES, ALGORITHM OR INFORMATION CONTAINED THEREIN OR PROVIDED THEREWITH (COLLECTIVELY, THE “SOFTWARE”), ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AS THE PERSON LICENSING THE SOFTWARE, EITHER ON BEHALF OF YOURSELF OR ANY THIRD PARTY ENTITY (“YOU” OR "LICENSEE") AND IZOTOPE, INC. (“IZOTOPE”), YOU (WHETHER AN INDIVIDUAL OR FORMAL LEGAL ENTITY) (HEREINAFTER REFERRED TO AS “YOU”), AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH RESPECT TO YOUR USE OF THE SOFTWARE.

BY INSTALLING AND/OR BY USING THE SOFTWARE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND THAT THE SOFTWARE WILL BE USED ONLY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WITH ALL APPLICABLE LAWS. IF AN INDIVIDUAL IS REGISTERING OR USING THE SOFTWARE ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT INDIVIDUAL WARRANTS, REPRESENTS, AND COVENANTS TO IZOTOPE THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE ORGANIZATION AND TO BIND THE ORGANIZATION TO THEM. 

LICENSE. Subject to all the terms and conditions of this Agreement, iZotope hereby grants to Licensee a license to use the Software accompanying this Agreement, as well as any presets and documentation provided, whether in printed, "online" or electronic form, either on a stand-alone computer or on a network, on any one computer at any one time. If more than one user will be using the Software at any one time, you must obtain from iZotope additional license(s) for each additional concurrent user of the Software. The Software is "in use" on a computer when loaded into memory (RAM). You may make one copy of the Software solely for backup or archival purposes if all copyright and other notices are reproduced on that copy, or you may copy the Software to a single hard disk provided you keep the original solely for backup or archival purposes. If the Software is an upgrade, you must have a license for the Software from which it is upgraded. If you receive the Software in more than one media, that does not affect the number of licenses you are receiving or any other term of this Agreement. 

OWNERSHIP. The copyrights, patents, trade secrets, trademarks, and all other intellectual property rights in the Software and documentation (including any images, photographs, animations, video, audio, music and text incorporated in them) are owned by iZotope or its suppliers and are protected by the copyright, patent and other laws of the United States and other countries and by international treaty provisions. iZotope retains all rights not expressly granted in this Agreement. You shall not remove any product identification, trademark, copyright or other notices contained in or on the Software.

OTHER RESTRICTIONS. You may not modify, adapt, decompile, disassemble or otherwise reverse engineer the Software, except to the extent this restriction is expressly prohibited by applicable law, nor may you create derivative works based upon the Software, or to permit third parties to do so. You may not loan, rent, lease, or license the Software, or use the Software as a service bureau, as an application service provider, to perform consulting or training services for a third party or in any commercial time share arrangement, but you may permanently transfer your rights under this Agreement provided you transfer this Agreement, the Software, and all accompanying printed materials and retain no copies, and the recipient agrees to the terms of this Agreement. Any such transfer must include the most recent update and all prior versions.

LIMITED WARRANTY. iZotope warrants that, for a period of thirty (30) days from the date the Software is made available to you for download, the Software will substantially conform to the applicable user documentation provided with the Software.  Any implied warranties which may exist despite the disclaimer herein will be limited to thirty (30) days (“Warranty Period”). This limited warranty is void if you buy from an unauthorized reseller, you violate the terms of this Agreement, or if the failure of the Software is due to accident, abuse or misapplication. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so this limitation may not apply to you.    

YOUR REMEDIES. iZotope's sole obligation and your exclusive remedy for any breach of warranty will be, at iZotope's sole option, either the return of the purchase price you paid or the repair or replacement of the Software, media and documentation, provided you in all instances return the Software, together with all media and documentation and a copy of your receipt, to the location where you obtained it during the Warranty Period.  Outside the United States, neither these remedies nor any support services are available without proof of purchase from an authorized non-U.S. source. 

SUPPORT. Subject to the limited warranty stated above, and further subject to you not being in violation of any term of this Agreement, iZotope will provide email support for the Software to the original purchaser, for a period of 12 months from the original purchase date. 

REGISTRATION INFORMATION.   When you activate the Software, iZotope may collect your name and email address and other contact information you choose to provide.  IZotope may use this information to contact you regarding upgrades and new products.  iZotope does not collect or retain any financial information (such as credit card information).

USAGE INFORMATION.  When you activate and/or use the Software, iZotope may collect certain information about your computer and your interaction with the Software via the internet (“Usage Information”).  Usage Information is information on how you interact with the Software, and is then utilized by iZotope for statistical analysis for improving the Software, and to provide you with a more relevant user experience.  No direct personal information or audio files/samples are collected as part of this Usage Information. Usage Information is generally collected in the aggregate form, without identifying any user individually, although IP addresses, computer and session ids in relation to purchases and downloads/installations of the Software may be tracked as part of iZotope's customer order review, statistical analysis, and fraud and piracy prevention efforts.  This Usage Information may be sent to an iZotope web or third-party cloud server for storage or further processing by iZotope and/or its partners, subsidiaries or affiliates, including, but not limited to, Trackerbird, Inc.  The Software includes an opt-out provision if you do not wish to provide iZotope with such Usage Information.

DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, IZOTOPE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IZOTOPE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. THE WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. No dealer, distributor, agent or employee of iZotope is authorized to change or add to the warranty and remedies set forth herein. Any other software furnished with or accompanying the Software is not warranted by iZotope. 

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IZOTOPE BE LIABLE FOR ANY AMOUNTS EXCEEDING THE AMOUNTS RECEIVED FROM YOU FOR YOUR LICENSE OF THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, AND WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS FOR LOSS OF PROFITS, BUSINESS, GOODWILL, DATA OR OTHER ASSETS, OR COMPUTER PROGRAMS) EVEN IF IZOTOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow exclusion or limitation of liability for consequential or incidental damages, so this limitation may not apply to you. 

TERMINATION. The Agreement will terminate automatically if you fail to comply with any of its terms. On termination, you must immediately cease using and destroy all copies of the Software.

LICENSES TO U.S. GOVERNMENT. This paragraph applies to all acquisitions of the Software by or for the federal government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the United States government (collectively, the “Government”). By clicking “I ACCEPT”, you are agreeing on behalf of the Government that the Software and any documentation related thereto are respectively “commercial computer software” and “commercial computer software documentation” within the meaning of the acquisition regulation(s) applicable to this procurement. These terms and conditions alone will govern the Government’s use of the Software and will supersede any conflicting contractual terms or conditions. If the license granted by these terms and conditions fails to meet the Government’s needs or is inconsistent in any respect with Federal law, the Government must return the Software unused to iZotope. Contractor/Manufacturer is iZotope, Inc., 60 Hampshire Street, Cambridge, MA 02139.

GENERAL. The export of the Software from the United States and re-export from any other country is governed by the U.S. Department of Commerce under the export control laws and regulations of the United States and by any applicable law of such other country, and the Software may not be exported or re-exported in violation of any such laws or regulations. This Agreement is the complete and exclusive statement of the agreement between you and iZotope and supersedes any proposal or prior agreement, oral or written, and any other communications relating to the subject matter of this Agreement. This Agreement will be governed by and interpreted under the laws of the Commonwealth of Massachusetts, United States of America, without regard to conflicts of law provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement is in the English language only, which language will be controlling in all respects, and all versions of this Agreement in any other language will be for accommodation only.

IN ADDITION, ANY SUCH LEGAL PROCEEDING SHALL NOT BE HEARD BEFORE A JURY. EACH PARTY GIVES UP ANY RIGHT TO A JURY TRIAL. To the extent permitted by law, you agree that you will not bring any class action lawsuit against iZotope or be a representative plaintiff or plaintiff class member in any such lawsuit

Should you have any questions about this Agreement or iZotope's software use policies, or if you desire to contact iZotope for any other reason, in the U.S., please email sales@izotope.com; outside the U.S., please contact the iZotope representative or affiliate serving your country or, if you are unsure whom to contact, iZotope at the above location. 

Please indicate that you understand and accept these terms by clicking the “Accept” option. If you do not accept these terms, installation will terminate.

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