END USER LICENSE AGREEMENT
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 IZOTOPE-BRANDED PRODUCT. DOING SO 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 OF ANY THIRD-PARTY ENTITY (“YOU” OR “LICENSEE”) AND NATIVE INSTRUMENTS USA, INC., FORMERLY KNOWN AS IZOTOPE, INC. (“NATIVE INSTRUMENTS USA”). YOU (WHETHER AN INDIVIDUAL OR DULY AUTHORIZED REPRESENTATIVE OF A LEGAL ENTITY) WARRANT AND AGREE THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT, THAT YOU SHALL ADHERE TOTHE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, AND THAT YOU SHALL USE THE SOFTWARE ONLY IN ACCORDANCE WITH THIS AGREEMENT AND WITH ALL APPLICABLE LAWS.
1. General Terms. If You purchase the Software on a subscription basis, either monthly or yearly, your use of the Software is further governed by Native Instruments USA's Subscription Terms and Conditions (“Subscription Terms”), which terms are incorporated herein by this reference. In the event of any conflict between this Agreement and the Subscription Terms, the Subscription Terms shall take precedence for subscribers; provided, however, that, with respect to the download, installation and use of the Software by any user, this Agreement, and the Subscription Terms as applicable, shall take precedence over any other agreement between You and Native Instruments USA, including but not limited to purchase order or procurement terms and conditions.
2. License Grant. Subject to the terms and conditions of this Agreement, Native Instruments USA 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 Native Instruments USA 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.
3. Restrictions on Use. 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.
4. Intellectual Property 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 or provided therewith) are owned by Native Instruments USA or its affiliates or licensors and are protected by the copyright, trademark, patent and other intellectual property laws of the United States and other countries, as well as by international treaty provisions. Native Instruments USA retains all rights not expressly granted in this Agreement. You shall not remove any product identification, trademark, copyright or other notices contained in or provided with the Software.
5. Feedback. Native Instruments USA shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You relating to the features, functionality or operation of the Software (“Feedback”); provided, however, that Native Instruments USA shall have no obligation to use or incorporate into the Software any Feedback, and You shall have no obligation to provide Feedback.
6. Registration Information. When You activate the Software, Native Instruments USA may collect your name and email address and other contact information that You choose to provide (“Registration Information”). You agree that Native Instruments USA may use this Registration Information to contact You regarding your purchase and to deliver notifications relative to your use of the Software. Native Instruments USA does not collect or retain any financial information from or about You (such as payment card information).
7. Usage Information. When You activate and/or use the Software, Native Instruments USA may collect certain information about your computer or mobile device and your interaction with the Software via the internet (“Usage Information”). Native Instruments USA analyzes this Usage Information for purposes of improving the Software, as well as to provide You with a more relevant user experience. 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 Native Instruments USA's customer order review, statistical analysis, and fraud and piracy prevention efforts. Native Instruments USA may send this Usage Information to a web or third-party cloud server for storage or further processing by Native Instruments USA (and/or its affiliates, subsidiaries, partners or providers), including, but not limited to, Google Analytics and Mixpanel, in accordance with such third party’s terms of service. If You do not wish to share your Usage Information with iZotope, you may opt out of doing so at any time. For instructions on how to change your selection relative to the sharing of Usage Information, please visit: https://www.izotope.com/en/analytics-opt-in.html.
8. Privacy. Native Instruments USA's collection and use of Registration and Usage Information is as provided in our Privacy Policy, located at https://www.izotope.com/en/privacy-policy.html, which forms a part of this Agreement and to which you agree by means of your download, installation and use of the Software.
9. Support. Subject to the limited warranty stated herein, and further subject to your not being in violation of any term or condition of this Agreement, Native Instruments USA 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. For iZotope-branded product support resources and assistance, please visit: https://www.support.izotope.com/hc/en-us.
10. Limited Warranty. Native Instruments USA warrants that, for a period of thirty (30) days from the date the Software is made available to You for download, the Software shall substantially conform to the applicable user documentation provided with the Software. Any implied warranties that may exist despite the disclaimer herein shall be limited to thirty (30) days (“Warranty Period”). This limited warranty is void if You buy from an unauthorized reseller, You violate any term or condition of this Agreement, or if the failure of the Software is due to accident, abuse or misapplication.
11. Your Remedies. Native Instruments USA's sole obligation and your exclusive remedy for any breach of warranty shall be, at Native Instruments USA's sole option, either the return of the purchase price that You paid for the Software or the repair or replacement of the Software, media and documentation; provided, however, 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-US source.
12. Disclaimer. THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, NATIVE INSTRUMENTS USA 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. NATIVE INSTRUMENTS USA 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 Native Instruments USA 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 Native Instruments USA.
13. Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NATIVE INSTRUMENTS USA 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 NATIVE INSTRUMENTS USA 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.
14. License Termination. This Agreement, together with the license rights granted to You herein, 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.
15. Licenses to United States Government. This paragraph applies to all acquisitions of the Software by or for the federal government of the United States ("U.S."), or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the U.S. federal government (collectively, the “U.S. Government”). By clicking “I ACCEPT”, You are agreeing on behalf of the U.S. Government that the Software and any documentation related thereto are “commercial computer software” and “commercial computer software documentation”, respectively, within the meaning of the acquisition regulation(s) applicable to this procurement. This Agreement alone shall govern the U.S. 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 U.S. Government’s use of the Software is on a subscription basis. If the license granted by this Agreement fails to meet the U.S. Government’s needs or is inconsistent in any respect with federal law, the U.S. Government shall return the Software unused to Native Instruments USA. Contractor/Manufacturer is Native Instruments USA, Inc., 2 Avenue de Lafayette, Boston, MA 02111.
16. General. The export of the Software from the U.S. 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 U.S. 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 Native Instruments USA and supersedes and replaces any proposal or prior agreement, oral or written, and any other communications relating to its subject matter. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, U.S., without regard to its conflicts of law 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 Native Instruments USA 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 Native Instruments USA's software use policies, please contact legal-boston@native-instruments.com. If You desire to contact Native Instruments USA for any other information, in the U.S., please email sales@native-instruments.com; outside the U.S., please contact the Native Instruments USA representative or affiliate serving your country or, if You are unsure whom to contact, you may contact Native Instruments USA 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.
Native Instruments USA, Inc.
December 1, 2023
