AudioSoft Inc. (½AudioSoft╗) licenses the accompanying software to you only upon the condition that you accept all of the terms contained in this license agreement. Please read the terms carefully before continuing installation, as pressing the "Yes" button will indicate your assent to them. If you do not agree to these terms, please press the "No" button to exit install as AudioSoft is unwilling to license the software to you.
Software License:
The software, which accompanies this license (the "Software"), is the property of AudioSoft or its licensors and is protected by copyright law. While AudioSoft continues to own the Software, you will have certain rights to use the Software after your acceptance of this license. Except as may be modified by a license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows:
You may:
- use one copy of the Software on a single computer;
- make one copy of the Software for archival purposes, or copy the software onto the hard disk of your computer and retain the original for archival purposes;
- after written notice to AudioSoft, transfer the Software on a permanent basis to another person or entity, provided that you retain no copies of the Software and the transferee agrees to the terms of this agreement;
- if a single person uses the computer on which the Software is installed at least 80% of the time, then after returning the completed product registration card which accompanies the Software, that person may also use the Software on a single home computer.
You may not:
- copy the documentation which accompanies the Software;
- sublicense, rent or lease any portion of the Software;
- reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software, as prescribed in directive EEC 91-250 for the purposes of distribution in the European Union;
- use a previous version or copy of the Software after you have received a disk replacement set or an upgraded version as a replacement of the prior version. Upon upgrading the Software, all copies of the prior version must be destroyed;
- circumvent or disable any technological features or measures in the Software for protection of intellectual property rights.
This license does not include any rights to maintenance or updates.
Disclaimer of Warranty:
AudioSoft makes no warrantees that the Software will be free from defectS, nor does AudioSoft warrantee that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free. THE SOFTWARE IS DELIVERED AS-IS.
THE ABOVE DISCLAIMER OF WARRANTY SUPERSEDES ANY AND ALL OTHER PRIOR WARRANTIES, WHETHER EXPRESS, WRITTEN OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Disclaimer of Damages:
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL AUDIOSOFT BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF AUDIOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
The disclaimers and limitations set forth above will apply regardless of whether you accept the Software.
General:
You warrantee that you will abide by all copyright legislation laws associated with sound recordings and or audio in your country, and furthermore, you will not copy, transmit, perform or distribute any audio or other content using the Software without obtaining all necessary copyright and other permissions. Any failure to obtain such permissions constitutes a material breach of this Agreement, shall cause irreparable harm to AudioSoft, and shall entitle AudioSoft to receive equitable relief for such failure. You will at its expense defend and indemnify AudioSoft against all liabilities, damages, claims, fines and expenses (including reasonable attorney's fees) arising out of any claim that you have not obtained such permissions.
You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States governmental organizations or other sovereign agency or authority, and not to export, or allow the export or re-export of any technical data or any Software in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained in the countries specified in the applicable U.S. Export Administration Regulations (or any successor supplement or regulations).
This Agreement will be governed by the laws of the State of New York, United States of America. You hereby consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in New York City, State of New York, United States of America. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Except for disputes as to the ownership of intellectual property rights in the Software, all disputes arising out of or relating to this Agreement or its interpretation shall be finally settled by binding arbitration in New York City, New York pursuant to the Commercial Arbitration rules of the American Arbitration Association by one arbitrator. All arbitrators will have knowledge of and experience regarding the computer industry. Requests for equitable relief shall be first submitted to the arbitrator. The arbitration award may be enforced in any court of competent jurisdiction. This Agreement may only be moed by a license addendum, which accompanies this license or by a written document, which has been signed by AudioSoft. Should you have any questions concerning this Agreement, or if you desire to contact AudioSoft for any reason, please write:
AudioSoft Customer Sales and Service
c/o AudioSoft EURL
BP 53, 55 rue Auguste Piccard
01632 St. Genis-Pouilly CEDEX
France
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter. Any modifications of this Agreement must be in writing. This Agreement will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign this Agreement, in whole or in part, without
AudioSoftÆs prior written consent. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
