AGREEMENT TO EULA
This SoundID End-User License Agreement (“EULA”) constitutes a legally binding agreement made between you (either in your individual capacity, or on behalf of an entity) (“you”) and Sonarworks SIA (“Sonarworks” or “we”), governing the contractual relationship between you and Sonarworks regarding your acquisition and use of SoundID or any part of it.
Any use of SoundID is subject to the terms of this EULA.
By downloading and/or installing and/or using SoundID, you confirm that you accept and agree to be legally bound by all terms and conditions of this EULA. If you do not accept these terms, do not download, install or use SoundID. If you are accepting the EULA on behalf of a corporation or other entity, you declare that you are authorized to do so.
This EULA will also govern any upgrades to SoundID, provided by Sonarworks, that replace and/or supplement the initial SoundID software, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.
This EULA concerns all SoundID products. However, Clause 2 of this EULA, which regulates the evaluation of and subscription to the software, only concerns SoundID Listen, which is a part of SoundID.
1.1 “SoundID” is a software product listed under “SoundID” on our website sound.id (“Website”), including any part or any derivative work of it, updates, upgrades, or other modifications thereof, developed, authored and owned by Sonarworks and licensed to you under the terms and conditions of this EULA.
1.2 “SoundID Listen” is a part of SoundID designed for desktop use. This EULA governs the provisions for the free trial version of and subscription to SoundID Listen.
1.3 “Subscription Service” is the right to use SoundID Listen and employ other rights prescribed in this EULA during the Subscription Period, including support and maintenance for SoundID Listen, for a Subscription Fee.
1.4 “Subscription Fee” is the fee payable by you to us under this EULA for the Subscription Service, as detailed in our Website.
1.5 “Subscription Period” is the period from the date of payment of the Subscription Fee until the last date of the period for which you have paid the Subscription Fee.
2. GRANTING OF LICENSES
2.1 We grant you the right to use a free trial version of SoundID Listen on a non-exclusive, non-transferable, non-sublicensable, personal, revocable and limited basis for the purposes of evaluating whether or not SoundID Listen meets your requirements (the “Trial”). The duration of the period for evaluation (the “Trial Period”) is confirmed on the Website. We maintain the right to change the Trial Period by publishing the new Trial Period on the Website without prior notification and without redemption of any costs to users of the Trial.
2.2 To the extent permitted by law and subject to other non-excludable rights and remedies you may have under law in relation to SoundID Listen, you hereby agree that, during the Trial Period, SoundID Listen is provided “as is,” with no representation, guarantee or warranty of any kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions, representations and warranties expressed or implied, whether by statute or otherwise, are hereby expressly excluded.
2.3 Except as otherwise prescribed by applicable law, we shall not be liable for any claim, damages or other liability arising from or in connection with your use of SoundID Listen during the Trial Period.
2.4 Before or upon expiry of the Trial Period:
(a) if, in your sole opinion, SoundID Listen has met your expectations, and you wish to continue using SoundID beyond the end of the Trial Period, you can decide whether to obtain the subscription version of SoundID Listen. Once the subscription version of SoundID Listen has been obtained, this EULA will enter into force;
(b) if you decide that SoundID Listen does not meet your expectations, or otherwise do not wish to obtain the subscription version of SoundID Listen, you shall destroy SoundID Listen and all copies, in any form including partial copies or modifications of SoundID Listen received from us or made in connection with the Trial and all documentation relating thereto. Any rights of yours to use SoundID Listen shall cease.
2.6 Subject to the payment of the Subscription Fee, Sonarworks grants you a limited, non-exclusive, non-transferable, revocable rights to download, install and use SoundID Listen for personal purposes during the Subscription Period in accordance with the terms and conditions of this EULA, and subject to any applicable terms determined on our Website.
2.7 The Subscription Service is personal to you. You may not rent, lease, sub-license, sell, pledge, assign the benefit or delegate the burden of this EULA or SoundID Listen to any other person.
2.8 Except as stated in this EULA, you have no right to use, incorporate into other products, copy, publish, display, modify or translate SoundID Listen or any modification, adaptation or copy of SoundID Listen, or any part thereof.
2.9 You may copy SoundID Listen only into the memory of 5 desktop devices. Under no other circumstances may SoundID Listen be copied at the same time on more than 5 desktop devices.
2.10 You shall not use SoundID to manufacture or distribute a product that is substantially similar to or in competition with SoundID.
2.11 In order to use the Trial or the Subscription Service, you will need to register and create your personal account on the SoundID mobile application.
3.1 Methods of payment of the Subscription Fee accepted by Sonarworks are listed on the Website.
3.2 Sonarworks can issue an invoice to you after you have sent a request to firstname.lastname@example.org.
3.3 You may not deduct any amount from the Subscription Fees, unless otherwise specified in this EULA.
3.4 Where you have obtained SoundID Listen through a reseller, the terms you have agreed upon with the respective reseller in relation to payment and invoicing will apply instead of Clause 3 hereof.
4. SUBSCRIPTION PERIOD AND TERMINATION
4.1 You will have the rights and possibility to install and use SoundID Listen under the Subscription Service from the date when we have received the Subscription Fee from you.
4.2. If you have paid the Subscription Fee before the end of the Trial Period, the start date of the Subscription Period will be the next day after the end of the Trial Period.
4.3. Unless terminated earlier in accordance with Clause 4 hereof, the rights and possibility will continue for the Subscription Period and, thereafter, the Subscription Service will be automatically renewed for successive periods of as many months as the first Subscription Period, unless you notify us of termination thereof using the “Cancel Subscription” option in your user account by the last day of the first or subsequent Subscription Period, in which case the Subscription Service will be terminated upon the expiry of the applicable Subscription Period.
4.4 If we do not receive the relevant Subscription Fee from you, we reserve the right to terminate the Subscription Service 14 days after the payment due date.
4.5 You may terminate the Subscription Service at any time, in which case you shall destroy the original and all copies of SoundID Listen in whatever form.
4.6 Without prejudice to any other rights, we may immediately terminate the Subscription Service if you fail to comply with the terms and conditions of this EULA.
4.7 When the Subscription Service is terminated, the EULA will expire in its entirety. Upon termination of this EULA:
(a) you must cease your use of SoundID Listen, and uninstall, destroy or put beyond use all copies of SoundID Listen in your possession or control;
(b) the provisions of clauses 1.6, 4, 5.2, 6, 7, 9, 10.1 to 10.7, and 11 to 13 will remain in effect.
5. RIGHT OF WITHDRAWAL
5.1 If you purchase SoundID Listen as a consumer, you may use the right to withdraw from this EULA, without giving any reason, within 14 days from the date of conclusion of this EULA.
5.2 Before the expiry of the withdrawal period, you shall inform us of your decision to withdraw from the contract, by submitting a completed withdrawal form or notice regarding the use of the right of withdrawal. The deadline will be deemed to have been met if you send a completed withdrawal form or notice regarding the use of the right of withdrawal to us before the expiry of the withdrawal period.
5.3 To exercise the right of withdrawal, you will need to notify Sonarworks of the decision to withdraw from this EULA by an unequivocal statement (e.g. by post or email, using the contact information given below). You may use the model withdrawal form, but it is not obligatory.
Address: Šmerļa iela 3, Riga, LV-1006, Latvia
5.4 If you send a completed withdrawal form or notice regarding the use of the right of withdrawal, the EULA will be terminated and you will be released from the payment obligations arising from the EULA, but the provisions of clauses 1.6, 4, 5.2, 6, 7, 9, 10.1 to 10.7 and 11 to 13 will remain in effect.
5.5 We shall reimburse all payments received from you, without undue delay and in any event not later than 14 days from the day on which we were informed of your decision to withdraw from this EULA in accordance with this clause. We carry out the reimbursement using the same means of payment as you have used for the initial transaction, unless you have expressly agreed to other means of payment.
6. RESTRICTIONS AND RESERVATIONS OF RIGHTS
6.1 You may not reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code or any other information from SoundID.
6.2 You may not sublicense, rent, lease, or lend SoundID.
6.3 You may not extract, reproduce, publish or publicly distribute the profiles of headphones or speakers, or measurements taken with SoundID.
6.4 You may not publish or publicly distribute any serial numbers, access codes, unlock codes, passwords, or other end-user-specific registration information that would allow a third party to activate SoundID without a valid license.
6.5 You may not include SoundID in any compilations, such as software collections on CD-ROMs, or redistribute SoundID in any electronic format or otherwise without the prior written consent of Sonarworks.
6.6 The licenses granted to you in this EULA for the use of SoundID are conditioned upon your compliance with the terms and conditions of this EULA, including, without limitation, payment of the Subscription Fee. Sonarworks reserves all rights not expressly granted to you in this EULA.
7. SUPPORT SERVICES
7.1 We may provide you with support services related to SoundID (“Support Services”). Use of the Support Services is governed by our policies and programs described on our Website, which may be modified from time to time.
7.2 Any supplemental software code provided to you as part of the Support Services will be considered part of SoundID and subject to the terms and conditions of this EULA, unless separate terms are provided.
7.3 This EULA does not obligate us to provide any Support Services or to support any software provided as part of the Support Services.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 SoundID is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You acknowledge that SoundID is licensed, not sold, to you, and no title to the SoundID or the intellectual property in SoundID is transferred to you. You further acknowledge that title and full ownership rights to SoundID will remain the exclusive property of Sonarworks, and you will not acquire any rights to SoundID, except as expressly set forth in this license. You agree that any copies of SoundID will contain the same proprietary notices which appear on and in SoundID.
9. DATA PROCESSING
9.1 During the process of registration and unlocking, updating or upgrading SoundID, and when technical support is provided, we may collect and use technical information and your personal data.
10. DISCLAIMER OF WARRANTIES
10.1 You expressly acknowledge and agree that you will use SoundID at your sole risk, and that the entire risk as to the satisfactory quality, performance and accuracy is with you.
10.2 SoundID is provided “as is”, and we disclaim all warranties and conditions with regard to the software whether express, implied or statutory, including, without limitation, the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of third-party rights.
10.3 We do not warrant against interference with your enjoyment of SoundID, or that the functions contained in SoundID will meet your requirements, or that the operation of SoundID will be uninterrupted or error-free, or that defects in SoundID will be corrected.
10.4 No oral or written information or advice given by us or our authorized representatives will constitute a warranty.
10.5 If you are dissatisfied with any portion of SoundID, or with any of these terms, your sole and exclusive remedy is to discontinue using SoundID. Should SoundID prove defective, we may choose to replace the licensee’s copy of SoundID.
10.6 Some jurisdictions do not allow the exclusion of implied warranties, or limitation on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
11. LIMITATION OF LIABILITY
11.1 In no event shall we or our suppliers or any of our licensors, directors, officers, employees or affiliates of any of the foregoing be liable to you for any consequential, special, incidental, or indirect damages of any kind (including, without limitation, damages for interruption of business, lost data, lost profit, or the like) arising out of the delivery, performance, or use of or inability to use SoundID, or the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of this EULA, even if we have been advised of the possibility of such damages.
11.2 Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), our entire liability under any provision of this EULA and your exclusive remedy for any claim, weather in contract, tort or any other theory of liability will be limited to and will not exceed the last Subscription Fee paid to us by you for SoundID or replacement of SoundID with a product of comparable retail value, as we may elect in our sole discretion. If no fees were paid for SoundID, the liability will be limited to and will not exceed €100 (one hundred euros).
11.3 Because some states or countries do not allow certain limitation of liability, this limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability will not be applicable solely to the extent that any specific provision of this limitation of liability is prohibited by any federal, state, or municipal law, which cannot be preempted. This EULA gives you specific legal rights, and you may have other rights that vary from jurisdiction to jurisdiction.
12. YOUR RESPONSIBILITIES
You agree to immediately notify us in writing of any misuse, misappropriation or unauthorized use, disclosure, display or copying of SoundID that may come to your attention. In addition, you agree to defend, indemnify and hold us, our suppliers and any of our licensors, directors, officers, employees or affiliates of any of the foregoing harmless from any and all claims resulting from or arising out of your use of SoundID or breach of this EULA.
13. GOVERNING LAW AND JURISDICTION
13.1 If you acquired SoundID in a European Union (“EU”) member state:
This EULA and all related matters will be interpreted under and controlled by the laws of the Republic of Latvia without reference to its choice of law rules, even if you have your residential or business seat outside the EU. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods (“CISG”), the application of which is expressly excluded.
This choice of law shall not, however, deprive you as the consumer of the protection of your rights granted to you by provisions that cannot be derogated from by agreement by virtue of the law which, in the absence of choice, would have been applicable on the basis of Art. 6 I of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I).
All present and future claims in respect of any dispute arising out of and/or in connection with this EULA will fall under the exclusive jurisdiction of the courts of the Republic of Latvia.
Notwithstanding this, you agree that Sonarworks will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
13.2 If you acquired SoundID outside of the EU:
This EULA and all related matters will be interpreted under and controlled by the laws of the State of Delaware in the United States of America (USA) without reference to its choice of law rules. This EULA will not be governed by the CISG, the application of which is expressly excluded.
By agreeing to this EULA, you agree to the exclusive personal and subject matter jurisdiction of the courts located in the State of Delaware, USA, in the event of any claim you may have arising from or related to SoundID or this EULA.
Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
14.1 This EULA is the complete agreement between Sonarworks and you, and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. Clause 1.6, 4, 5.2, 6, 7, 9, 10.1 to 10.7 and 11 to 13 will survive the termination or expiration of this EULA for any reason.
14.2 If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions will remain in full force and effect.
14.3 We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this EULA, and to impose new or additional rules, policies, terms, or conditions on your use of SoundID. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this EULA as “Additional Terms”) will be effective immediately and will be incorporated into this EULA. Your continued use of SoundID will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this EULA by this reference.
If you have any questions concerning this EULA, please contact us:
Address: Šmerļa iela 3, Riga, LV-1006, Latvia
Phone: +371 67 223 131