Software License Agreement2
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING YOUR ULTIMATE EARS PRODUCT OR DOWNLOADING THIS SOFTWARE. BY USING YOUR ULTIMATE EARS PRODUCT OR DOWNLOADING THIS SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN YOUR ULTIMATE EARS PRODUCT IN ITS ORIGINAL PACKAGE WITH YOUR SALES RECEIPT WITHIN 30 DAYS OR IN ACCORDANCE WITH THE RETURN POLICY OF YOUR POINT OF PURCHASE, WHICHEVER IS LONGER. IF YOU HAVE ACCESSED THE SOFTWARE ELECTRONICALLY DO NOT INSTALL THE SOFTWARE.
- General. The software and documentation accompanying this agreement ("Software") is licensed, not sold, to you by Logitech Europe S.A. (doing business as "Ultimate Ears") for use only under the terms and conditions of this agreement. Ultimate Ears and its licensors retain ownership of the Software and Ultimate Ears reserves all rights not expressly granted to you. The terms of this agreement will govern any software updates provided by Ultimate Ears that replace and/or supplement the original Software, unless such update is accompanied by a separate license in which case the terms of that license will govern.
- License Grant and Restrictions. Subject to the terms and conditions of this agreement, Ultimate Ears grants to you a limited nonexclusive license to use one copy of the Software only with the Ultimate Ears product you have purchased or the Ultimate Ears service used by you. You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this agreement), decompile, disassemble, reverse engineer or attempt to derive the source code of, or create derivative works of, or an installer for, the Software or any part thereof (except as expressly permitted by applicable law). You may make one copy of the Software for backup purposes, solely for use with Ultimate Ears products you have purchased or Ultimate Ears services used by you; provided that any copies must include all copyright or other proprietary notices contained on the original. THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, MEDICAL DEVICES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
- Transfer. You may not and you agree not to, or to enable others to, sell, re-distribute, rent, lease or sublicense the Software, except that if you purchased an Ultimate Ears product with this Software you may transfer the Software upon a permanent transfer of the Ultimate Ears product using the Software; provided that: (a) all Software updates in your use or possession are included in the transfer, (b) you do not retain a copy of the Software, full or partial, including copies stored on a computer or other storage device, and (c) the transferee reads and agrees to be bound by the terms and conditions of this agreement.
- Termination. This agreement is effective until terminated. Your right to use the Software will automatically terminate without notice from Ultimate Ears if you violate any terms of this agreement. Upon termination of this agreement, you must stop using the Software and destroy any copies of the Software in your possession or control. The provisions of paragraphs 5, 6, 10 and 11 will survive any termination of this agreement.
- DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ULTIMATE EARS SOFTWARE AND SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE ULTIMATE EARS SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. ULTIMATE EARS AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ULTIMATE EARS SOFTWARE AND SERVICES, 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. ULTIMATE EARS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ULTIMATE EARS SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE ULTIMATE EARS SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ULTIMATE EARS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ULTIMATE EARS SOFTWARE OR SERVICES WILL BE CORRECTED. NO ULTIMATE EARS DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS DISCLAIMER OF WARRANTY. Some jurisdictions do not allow exclusions of implied warranties or limitations on applicable statutory rights of consumers, so the above exclusions and limitations may not apply to you.
- LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL ULTIMATE EARS OR ITS LICENSORS BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF INFORMATION OR DATA, OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING IN ANY WAY OUT OF THE SALE, LICENSE OR USE OF, OR INABILITY TO USE ANY ULTIMATE EARS PRODUCT OR SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF ULTIMATE EARS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL ULTIMATE EARS' AND ITS LICENSORS' TOTAL LIABILITY EXCEED THE ACTUAL MONEY PAID FOR THE ULTIMATE EARS PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. The above limitations will not apply in case of personal injury where and to the extent that applicable law requires such liability.
- U.S. Government End Users. The Software is a "Commercial Item", as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," and is 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 of this agreement. Unpublished-rights reserved under the copyright laws of the United States.
- Export Law Assurances. You agree that you may not export or re-export the Software in violation of any applicable laws or regulations including without limitation those of the United States of America, the European Union, Switzerland and/or the laws or regulation of the jurisdiction(s) in which the Software was obtained.
- Agents and Third Party Purchasers. If you are acquiring the Software on behalf of another person or entity, you represent and warrant that you have the authority to bind the party or entity for which you are acquiring the Software to the terms and conditions of this agreement.
- Controlling Law and Severability. If you are in the U.S.A., this agreement will be exclusively governed by and construed in accordance with the laws of the United States and the State of California, without regard to or application of its choice of law rules or principles. If you reside outside the U.S.A., this agreement will be exclusively governed by the laws of Switzerland. If for any reason a court of competent jurisdiction finds any provision of this agreement, or portion thereof, to be unenforceable, that provision of the agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this agreement will continue in full force and effect.
- Complete Agreement; Governing Language. This agreement constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings, communications or agreements, written or oral, regarding such subject matter. No amendment to or modification of this agreement will be binding unless in writing and signed by Ultimate Ears. Any translation of this agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this agreement will govern.
The Software is protected by United States copyright law and international treaty. Unauthorized reproduction or distribution of the Software is subject to civil and criminal penalties.
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