End-User Licence Agreement

READ THE FOLLOWING LICENCE AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON OR LEAVE THE WEBSITE.

1. Definitions

  1. "We", "Our" and "Us" means reFX Audio Software Inc.
  2. "You" and "Your" means the person or entity who is being licenced to use the Licenced Software.
  3. "Agreement" means this Software Licence Agreement between Us and You;
  4. "Licenced Materials" means the Licenced Software and the Licenced Library;
  5. "Licenced Software" means reFX Audio Software Inc. products being provided to You under this Agreement, including executable program modules thereof, as well as related documentation, and computer readable media;
  6. "Sub-Licenced Software" means certain third party owned software components being provided under this Agreement that are required to properly enable or operate the Licenced Software;
  7. "Licenced Library" means any audio waveforms, such as melodies, music, instrument recordings, or other audible information, provided by Us for use with the Licenced Software; and
  8. "Services" means any services provided by Us to You.

2. Software Licence, SamplePack Licence, Rights and Restrictions

  1. Subject to the provisions contained in this Agreement, We hereby grant to You a personal, revocable, non-exclusive licence (the "Licence") to access, read, use and download one copy of the Licenced Materials solely for the purposes provided under paragraph 3. This is not a transfer of title.
  2. Under the Licence you may not and shall not, without Our express written authorization:
    1. own title, or transfer title to the Licenced Materials to another party;
    2. transfer the Licence;
    3. remove any copyright or other proprietary notations from the Licenced Materials;
    4. distribute, or sublicense or otherwise provide copies of or access to the Licenced Materials to any third party;
    5. pledge, hypothecate, alienate or otherwise encumber the Licenced Materials to any third party;
    6. create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Licenced Materials;
    7. permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Us or Our licensors;
    8. circumvent, remove, alter or otherwise impair any technological protection measures, digital rights management information, or other copy-protection mechanisms used in or by the Licenced Materials; or
    9. include, use, re-sample, mix, process, isolate or embed any content from the Licenced Library in any virtual instrument, audio sampling system, audio playback system or library of any kind, other than those provided or authorized by Us.
  3. We are not obligated to provide any authorization referred to in paragraph 2(2), We reserve the right to charge a fee for the grant of such authorization, and We may cancel such authorization at Our sole and unfettered discretion by providing notice to You of such cancellation.
  4. The restrictions set out in this Agreement, including the restrictions listed at paragraph 2(2), shall not apply to the limited extent the restrictions are prohibited by applicable law.
  5. We will have the right to inspect and enforce the restrictions and covenants contained in this Agreement at Your sole expense, and You hereby agree to promptly notify Us of any known violations of such restrictions.
  6. You agree to protect the Licenced Materials from unauthorized use, reproduction, distribution or publication in electronic or physical form.
  7. Upon execution of this Agreement, We will:
    1. permit You to download a copy of the Licenced Materials for Your use under this Agreement; and
    2. permit You to download updates to the Licenced Software as We consider needed. We are not obligated to provide updates for the Licenced Software.

3. Usage Conditions

  1. You are authorized to use the Licenced Materials only for personal use.
  2. You may not rent out to others equipment on which the Licenced Software is installed or by which the Licenced Library is accessible without obtaining a written rental licence from Us that expressly authorizes such use. We reserve the right to charge a fee for a rental licence.
  3. You may install the Licenced Software on as many devices as required for Your personal use provided such devices are used only by You.
  4. Where online activation of the Licenced Materials is required:
    1. You need to have the Licenced Materials connect to Our server at least once every thirty (30) days;
    2. You are authorized to activate the Licenced Materials on three (3) computers at any time.
  5. When Licences to upgrade to new Licenced Materials are used, You may not sell or transfer in any way Your Licence of the original Licenced Materials. Transferring Your original Licence may result in termination of your Licence of upgraded Licenced Materials.
  6. We may designate the Licenced Materials "trial" or "evaluation". You may install and use those versions only for the period and purposes stated when we provide them. You must not use any materials you produce with those versions for any commercial purposes.
  7. When the Services provide online storage, we recommend that you also back up your Content elsewhere regularly. We may create reasonable technical limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account. We reserve the right to delete your Content.
  8. Not all Services or service features may be available in your country. User-generated content available via the Services may not be legal or available in your country. Access to certain Services in certain countries may be blocked by Us or foreign governments. It is your responsibility to make sure your use of the Services is legal or available where you use them.
  9. You are responsible for all activity that occurs via your account. Please submit a support ticket immediately if you become aware of any unauthorized use of your account. You may not:
    1. Share your account information;
    2. Use another person’s account;
    3. Violating these terms may result in refusal of service and / or termination of all licences in the person's account.

4. Ownership and Intellectual Property Rights

  1. All copyright in the Licenced Software, including any documentation, media, packaging and illustrations, but excluding the Sublicenced Software, is owned by Us. You do not acquire title to any copyright in the Licenced Materials or Sublicenced Software under this Agreement.
  2. Certain logos, product names and trade-marks owned by Us or by third parties may be contained within the Licenced Materials or in documentation, media, packaging and illustrations relating to the Licensed Software. You do not acquire title to any such logos, product names or trade-marks under this Agreement.

5. Termination

  1. This Agreement is effective until terminated by Us, with or without cause, in Our sole and unfettered discretion. We may terminate this Agreement without notice to You if You fail to comply with any of its terms. Any such termination by Us shall be in addition to and without prejudice to such rights and remedies as may be available to Us, including injunction and other equitable remedies.
  2. The disclaimers, limitations on liability, ownership, termination, interpretation, Your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.
  3. This Agreement will automatically terminate if You violate or assist in the violation of any of the restrictions of paragraph 2(2).
  4. On the termination of this Agreement, you must destroy any copies of the Licenced Materials in your possession whether in electronic or printed format.

6. Indemnification

You agree to indemnify, defend and hold Us and Our partners, lawyers, staff, affiliates, successors and assigns (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable legal fees, related to Your violation of this Agreement or use of the Licenced Materials.

7. Disclaimer and Limitation of Liability

  1. THE LICENCED MATERIALS ARE PROVIDED "AS IS", "AS AVAILABLE" AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE LICENCED MATERIALS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY OF THE MATERIALS. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND THE AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE LICENCED MATERIALS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
  2. All responsibility or liability for any damages caused by the Licenced Materials, including, without limitation, damages caused by computer viruses or other malicious code contained within the Licenced Software is disclaimed.

8. Use of Information

We reserve the right, and You authorize Us, to the use and assignment of all information regarding Your use of the Licenced Materials and all information provided by You in any manner consistent with Our Privacy Policy.

9. Miscellaneous

  1. This Agreement shall be treated as though it were executed and performed in the province of British Columbia, Canada, and shall be governed by and construed in accordance with the laws of the province of British Columbia (without regard to conflict of law principles).
  2. Any of Your causes of action with respect to the Licenced Materials must be instituted within six (6) months after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in paragraph 7 of this Agreement.
  3. The language in this Agreement shall be interpreted as to its fair meaning and not construed strictly for or against either party. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
  4. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Vancouver, British Columbia. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process.
  5. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
  6. Failure of Us to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
  7. You agree to review this Agreement prior to downloading, copying, installing or using the Licenced Materials. This Agreement may be amended by Us from time to time without specific advance notice to You. The latest Agreement will be provided with updates to the Licenced Software, and You should review the Agreement prior to using the Licenced Materials.
  8. This Agreement, as modified from time to time as described above, and including the policies incorporated by reference, constitutes the entire and only agreement between You and Us and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Licenced Materials.
  9. To the extent that anything in or associated with the Licenced Materials is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.