EASTWEST SOUNDS, INC. END USER LICENSE AGREEMENT
THE EASTWEST SOUNDS, INC. ("EASTWEST") END USER LICENSE AGREEMENT GOVERNS THE USE OF EASTWEST, EASTWEST/QUANTUM LEAP, AND QUANTUM LEAP SOFTWARE, AUDIO CONTENT, AND OTHER INTELLECTUAL PROPERTY PROVIDED BY EASTWEST TO THE END USER. PLEASE READ THIS LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE EASTWEST SOFTWARE, AUDIO CONTENT, AND OTHER INTELLECTUAL PROPERTY, AS IT GOVERNS THE TERMS AND CONDITIONS OF YOUR USE.
BY USING THE EASTWEST SOFTWARE, AUDIO CONTENT, OR OTHER INTELLECTUAL PROPERTY, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE EASTWEST SOFTWARE, AUDIO CONTENT, OR OTHER INTELLECTUAL PROPERTY. IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, YOU MAY RETURN THE EASTWEST SOFTWARE, AUDIO CONTENT, AND INTELLECTUAL PROPERTY TO THE PLACE WHERE YOU OBTAINED IT FOR A REFUND. YOU MUST RETURN THE ENTIRE PACKAGE IN ORDER TO OBTAIN A REFUND. IF THE EASTWEST SOFTWARE, AUDIO CONTENT, OR INTELLECTUAL PROPERTY WERE ACCESSED ELECTRONICALLY AND YOU DO NOT AGREE TO THE LICENSE, SIMPLY CLICK "DECLINE".
IMPORTANT NOTE: The software, audio content, and other intellectual property provided by EastWest to you may be used by you to create your own original works pursuant to the terms and conditions of this License. You may not use, distribute, or broadcast any of the software, audio content, or other intellectual property in any manner not expressly permitted by this License. If you are uncertain about your rights to use the software, audio content, or other intellectual property, you should contact your legal advisor before proceeding.
- Permitted License Uses and Restrictions. You are granted a limited non-exclusive license to use the EASTWEST SOFTARE as follows, subject to all other terms and conditions of this License:
- A. You may install and use one copy of the EASTWEST SOFTWARE on one computer. You will be required to purchase, authorize and use a Pace iLok security key (not included) or other security protection EASTWEST includes to access the EASTWEST SOFTWARE. You may not make the EASTWEST SOFTWARE available over a network where it could be used by multiple computers or users at the same time. You may make one copy of the EASTWEST SOFTWARE in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original.
- B. You may use the EASTWEST SOFTWARE to create your own original music compositions or soundtracks for your film, video, music, and audio projects, and you may broadcast and/or distribute your own original music compositions or soundtracks that were created using EASTWEST SOFTWARE.
- C. You may not use the EASTWEST SOFTWARE to create sounds or other content for any kind of synthesizer, virtual instrument, sample library, sample-based product, musical instrument, music or sound effects created by computers or machines, or any competitive product without a written fully executed agreement from EASTWEST (contact firstname.lastname@example.org for all inquiries). You may not license, sell, or distribute (commercially or otherwise) either the EASTWEST SOFTWARE or any portion or component parts of the EASTWEST SOFTWARE on a standalone basis or repackage and sell, license, or distribute either the EASTWEST SOFTWARE or any portion or component parts of the EASTWEST SOFTWARE on a standalone basis.
- D. You may use the EASTWEST SOFTWARE to compose original music compositions or soundtracks; or for a Production Music Library, also known as stock music or library music (original compositions or soundtracks created entirely by you using the EASTWEST SOFTWARE that you, in turn, license as an original composition or soundtrack to third parties for use in film, television, radio, or other media), provided the completed composition or soundtrack is created solely by you.
- E. You may use any included EASTWEST SOFTWARE Audio Loops (compositions that contain a combination of sound samples that can be repeated to form a continuous piece of music) for a Production Music Library, also known as stock music or library music (original compositions or soundtracks created entirely by you using the EASTWEST SOFTWARE that you, in turn, license as an original composition or soundtrack to third parties for use in film, television, radio, or other media), subject to the following terms and conditions: (1) the Audio Loops must be used in a musical context with at least two other instruments that contribute significantly to the composition; and (2) The entire Audio Loop cannot be left exposed at any time in the composition. If you have any doubt a composition or soundtrack by you meets the foregoing criteria, you may submit the composition to email@example.com for written approval. Please do not send audio or MP3 files, send us a link to your composition on your web server.
- F. You may not, and you agree not to, or to enable others to, copy (except as and only to the extent permitted in this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the EASTWEST SOFTWARE or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).
- Transfer Restriction: A right to use the EASTWEST SOFTWARE is granted to the original end-user of the product (Licensee) and is NOT transferable. You may not rent, lease, lend, sell, redistribute or sublicense the EASTWEST SOFTWARE
- Updates and Upgrades: If an EASTWEST SOFTWARE update completely replaces (full install) a previously licensed version of the EASTWEST SOFTWARE, you may not use both versions of the EASTWEST SOFTWARE at the same time nor may you transfer them separately.
- Not for Resale (NFR) Copies: Notwithstanding other sections of this License, EASTWEST SOFTWARE labeled or otherwise provided to you for development or on a promotional basis may only be used for development, demonstration, testing and evaluation purposes and may NOT be used for any revenue generating activity that includes the use of the EASTWEST SOFTWARE without the written consent of EASTWEST. If you are not sure which license type you own (LICENSE / NFR), please check your iLok or other identified security account or contact firstname.lastname@example.org.
- Educational Copies: You must be an Eligible Educational End User to use the EASTWEST SOFTWARE. "Eligible Educational End Users" means students, faculty, staff and administration attending and/or working at an educational institutional facility (i.e., college campus, public or private K-12 schools).
- Consent to Use of Data. You agree that EASTWEST and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, security, product support and other services to you (if any) related to the EASTWEST SOFTWARE, and to verify compliance with the terms of this License. EASTWEST may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.
- Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from EASTWEST if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the EASTWEST SOFTWARE and destroy all copies, full or partial, of the EASTWEST SOFTWARE.
- Limited Warranty on Media. EASTWEST warrants the media on which the EASTWEST SOFTWARE is recorded and delivered by EASTWEST to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of the original purchase. Your exclusive remedy under this Section shall be, at EASTWEST’s option, a refund of the purchase price of the product containing the EASTWEST SOFTWARE or replacement of the EASTWEST SOFTWARE that is returned to EASTWEST or an EASTWEST authorized representative with a copy of the original receipt. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.
- Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE EASTWEST SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EASTWEST SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND EASTWEST AND EASTWEST'S LICENSORS (COLLECTIVELY REFERRED TO AS "EASTWEST" FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE EASTWEST SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EASTWEST DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE EASTWEST SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE EASTWEST SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE EASTWEST SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE EASTWEST SOFTWARE WILL BE CORRECTED. YOU FURTHER ACKNOWLEDGE THAT THE EASTWEST SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE EASTWEST SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EASTWEST OR AN EASTWEST AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE EASTWEST SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EASTWEST BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE EASTWEST SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF EASTWEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall EASTWEST's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- Export Control. You may not use or otherwise export or reexport the EASTWEST SOFTWARE except as authorized by United States law and the laws of the jurisdiction in which the EASTWEST SOFTWARE was obtained. In particular, but without limitation, the EASTWEST SOFTWARE may not be exported or reexported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the EASTWEST SOFTWARE, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the EASTWEST SOFTWARE or any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
- Government End Users. The EASTWEST SOFTWARE and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
- Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
- Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the EASTWEST SOFTWARE licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by EASTWEST. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.
- Third Party Software and Service Terms and Conditions. Portions of the EASTWEST SOFTWARE utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the “online” electronic documentation for the EASTWEST SOFTWARE, and your use of such material is governed by their respective terms.