END USER LICENSE AGREEMENT
READ CAREFULLY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”) BEFORE YOU CLICK ON THE “ACCEPT” BUTTON OR OTHERWISE DOWNLOAD, INSTALL OR USE THE PRODUCT. CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE DOWNLOADING, INSTALLING AND/OR USING THE LICENSED SOFTWARE OR ANY TECHNOLOGY, IDEA, DATA AND DATABASES, ALGORITHMS, PRESETS, INFORMATION OR DOCUMENTATION 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 AS AN INDIVIDUAL OR ANY THIRD-PARTY ENTITY (“YOU” OR “LICENSEE”) AND IZOTOPE, INC. (“IZOTOPE”), YOU (WHETHER AN INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND WHERE YOUR USE IS PURSUANT TO A SUBSCRIPTION, BY IZOTOPE’S SUBSCRIPTION TERMS AND CONDITIONS (“SUBSCRIPTION TERMS”), WHICH TERMS ARE INCORPORATED HEREIN, WITH RESPECT TO YOUR USE OF THE SOFTWARE. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE SUBSCRIPTION TERMS, THE SUBSCRIPTION TERMS SHALL TAKE PRECEDENCE FOR SUBSCRIBERS.
BY DOWNLOADING, INSTALLING AND/OR 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 SHALL BE USED ONLY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WITH ALL APPLICABLE LAWS. IF YOU ARE AN INDIVIDUAL REGISTERING OR USING THE SOFTWARE ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU WARRANT, REPRESENT AND COVENANT TO IZOTOPE THAT YOU ARE DULY AUTHORIZED BY SUCH ENTITY OR ORGANIZATION TO ENTER INTO AND AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF SUCH ENTITY OR ORGANIZATION AND THAT IT SHALL BE SO BOUND.
LICENSE. Subject to all the terms and conditions of this Agreement, iZotope hereby grants to You, the Licensee, a non-exclusive license to use the Software accompanying this Agreement 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 an additional license (or licenses, as applicable) 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 that 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 (including any images, photographs, animations, video, audio, music and text incorporated therein) are owned by iZotope or its suppliers or licensors and are protected by the copyright, patent and other laws of the United States and other countries, as well as 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 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 that 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 that 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 shall be, at iZotope’s sole option, either the return of the purchase price that You paid or the repair or replacement of the Software, media and documentation, provided that, in all instances, You 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 your not being in violation of any term of this Agreement, iZotope shall provide technical support and bug fixes, exclusive of any upgrades or new features, for the Software to the original purchaser for a period of twelve (12) months from the original purchase date and from the release date, respectively. Where your use of the Software is on a subscription basis, support shall be as provided for in the Subscription Terms.
REGISTRATION INFORMATION. When You activate the Software, iZotope may collect your name and email address and other contact information that 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 it 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, Google Analytics and Mixpanel, in accordance with such third party’s terms of service. For product-specific analytics opt-in information, please visit: https://www.izotope.com/en/analytics-opt-in.html. The Software includes an opt-out provision if You do not wish to provide iZotope with such Usage Information.
DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS.” 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/or remedies set forth herein. Any third-party 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 SHALL 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. This Agreement shall terminate automatically if You fail to comply with any of its terms. Upon 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. This Agreement alone shall govern the Government’s use of the Software and shall supersede any conflicting contractual terms or conditions, except as may be set forth in the Subscription Terms, where the Government’s use of the Software is on a subscription basis. If the license granted by this Agreement 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 shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, United States of America, without regard to its conflict of laws provisions, and any claim arising out of this Agreement shall be brought in state or federal court therein. ANY SUCH LEGAL PROCEEDING SHALL NOT BE HEARD BEFORE A JURY. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL. To the extent permitted by applicable 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. 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 shall be controlling in all respects, and all versions of this Agreement in any other language shall be for accommodation purposes only.
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 firstname.lastname@example.org; 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.