IMPORTANT: READ CAREFULLY BEFORE ORDERING ANY PRODUCT: This Online Purchase Agreement (“Purchase Agreement”) is a legal agreement between you (an individual or a single entity) and TOONTRACK MUSIC KB (“Toontrack Music”) regarding the TOONTRACK products you are about to purchase online, including without limitations all parts of these products, software, sounds, files, midi, associated media, printed materials and “online” or electronic documentation (collectively referred to as “Products”). This Agreement sets forth the exclusive terms and conditions governing your purchase and use of the Products. YOU AGREE TO BE BOUND BY THE TERMS OF THIS PURCHASE AGREEMENT BY YOUR PLACING AN ONLINE ORDER FOR THE PRODUCTS. IF YOU DO NOT AGREE, DO NOT ORDER OR DOWNLOAD ANY OF THE PRODUCTS.
GRANT OF LICENSE. Toontrack Music grants you the following non-exclusive, perpetual, license rights provided you comply with all terms and conditions of this Purchase Agreement.
INSTALLATION. You may install and use the Products on more than one computer only if these computers form a single production unit or constitute separate workstations necessary for the task at hand and belong to the same owner. The number of concurrent installations is limited by the provisions on the Toontrack Music website at the time you place your order.
NO RENTAL; NO MODIFICATION. You may not rent, sell, lease or lend, any part of the software Products. You may not modify or create derivative works in whole in part based on any one of or on any part of the Products. You may not permit third parties to benefit from the use of functionality of any of the Products or any part thereof through a timesharing, service bureau or other arrangement.
TRANSFER. You may move the Products to a computer which you own other than the computer on which such Products were originally installed provided the provisions of this Purchase Agreement are complied with. You may not transfer or assign the Products or this Purchase Agreement to another end user; provided however if you are a company, you may transfer and assign such Products and this Agreement to another company acquiring substantially all your assets if the acquiring company acknowledges in a writing satisfactory to and delivered to Toontrack Music that it is bound by the terms of this Agreement. Exceptions may be granted at our discretion if you request such consent prior to concluding arrangements with the party interested in acquiring the Products and the license within this Purchase Agreement.
NOT FOR RESALE SOFTWARE. Any Product identified as “Not for Resale”, “NFR”, “Evaluation Copy”, or “Demo” is collectively referred to herein as “Demo Software”. You are granted the warranties and remedies herein only with respect to Products for which you have paid all amounts due hereunder and have complied with all provisions of this Agreement. Any Product not paid for as set forth herein will also be deemed Demo Software. Notwithstanding anything to the contrary herein, Demo Software:
(i) may not be used for any purpose other than demonstration, test or evaluation;
(ii) may not have all the functionality or features of a purchased Product;
(iii) is provided with no representations or warranties whatsoever, including without limitation the warranties in Sections 15 and 16 hereof, but is provided solely on an “AS IS, WHERE IS” basis; and
(iv) will not be provided any support or maintenance, and you will receive no upgrades, updates or supplements for the Demo Software.
Furthermore, notwithstanding anything to the contrary herein, you are not entitled to any remedies, monetary or replacement, with respect to Demo Software provided to you. Although the Demo Software does not have all the rights of a fully registered Product, you nevertheless agree to be bound by the obligations and acknowledgements herein with respect to Products.
SUPPORT. Toontrack Music shall have no obligation to provide you support for any Products except such support as described on our website and only in the event you shall have paid for such Product. In the event Toontrack Music will charge for the support it will be stated on our website.
CANCELLATION POLICY. Any order for the online download of a Product may be cancelled before such download is initiated. However, once a download of a Product is initiated, the order cannot be cancelled and the sale of that downloaded Product is final. With respect to orders for Products which are to be shipped to you, you may cancel your order by emailing us at email@example.com within 24 hours of your placing the order, stating clearly which order you are cancelling. If you comply with this cancellation procedure, we shall refund your purchase price, which refund may be in the form of a credit on any credit or charge card you utilized to effect the purchase. If you comply with this cancellation procedure but nevertheless receive a copy of the Products which were to be shipped to you, you agree not to install, register serial number or copy the Products on any computer but agree to immediately return the Products to us at your expense at the following address:Toontrack Music, Verkstadsgatan 13, 904 32 Umeå, SWEDEN. After 30 days no cancellation request will be granted regardless of reason.
PURCHASE PRICE. The purchase price for the Products is as set forth on our website at the time you place the order and must be paid in the currency indicated on our website.
(i) The purchase prices quoted on our website to customers outside the EU are exclusive of any and all (i) taxes, including without limitation value added tax, sales tax, use tax, or other similar tax, and (ii) packaging, freight and insurance for those Products you request us to ship. You are solely responsible for paying all such taxes and charges, and we may add such charges to the purchase price.
(ii) The purchase prices quoted on our website to customers within the EU include VAT (Value Added Tax). If you are a company registered within the EU that has a valid VAT number confirmed by Toontrack Music, which has a direct link to the EU VAT database, the purchase prices will be quoted exclusive of VAT.
(iii) Any price increase posted on our website after you have placed your order shall not apply to your order.
(iv) You are responsible for complying with all laws and regulations of the country of destination for the Products. You will be responsible for having the Products clear customs, paying all excise taxes and import duties and taxes and paying any charges to clear customs. Note that cross-border shipments of any of the Products is subject to opening and inspections by customs officials.
(v) If you pay in a currency other than the currency stated in our website, Toontrack Music will convert that payment into the currency stated with its financial institution or merchant bank at the exchange rate being offered to Toontrack Music by such institutions. If as a result of such exchange, your payment is not for the full amount as stated in our website, Toontrack Music reserves the right to disallow download or delay delivery of the Products ordered until such time as such deficiency in the purchase price has been paid.
(vi) Any payment due with respect to any order which is not paid in a timely manner, shall bear interest at the rate of 8 % per annum from the date such payment was due until it is paid. You shall reimburse Toontrack Music for all costs and expenses it may incur, including without limitation all filing fees, court costs and attorney fees, resulting from our collection efforts for any amount due hereunder and not paid in a timely manner.
LIMITATION ON REVERSE ENGINEERING, DECOMPILING, COPYING AND DISASSEMBLY. The software coding is the proprietary, confidential information of Toontrack Music. You may NOT reverse engineer, decompile, copy or disassemble any software included in the Products.
TERMINATION. Without prejudice to any other rights or remedies it may have, Toontrack Music may terminate this Purchase Agreement and the licenses granted hereunder if you do not abide by the terms and conditions of this Purchase Agreement, in which case you must destroy all copies of the Products and all of its component parts.
UPGRADES/ADDITIONAL SOFTWARE/COMPONENT LICENSES. Toontrack Music has no obligation to provide you with upgrades, updates or supplements to any software included in any Products you may buy unless you expressly order and pay for such upgrades, updates and supplements. If Toontrack Music does provide you with any upgrades, updates or supplements, this Purchase Agreement shall apply to such upgrades, updates or supplements, unless other terms are provided along with the upgrade, update or supplement. Such upgrades, updates and supplements may contain certain components (each, a “Component”) that include a separate end user license agreement (a “Component Agreement”) which you must review and agree to before using any such Component. The terms of any Component Agreement are herein incorporated by reference to this Purchase Agreement; in the event of any inconsistencies between this Purchase Agreement and any Component Agreement, the terms of this Purchase Agreement shall control.
OWNERSHIP. The Products are protected by copyright and other intellectual property laws and treaties. Toontrack Music or its suppliers own the title, copyright, and other intellectual property rights in the Products, including without limitation any software and Documentation included in the Products. Any copy of the Products and Documentation you make must contain the same proprietary notices as contains in the original copy delivered to you. You have only the license rights expressly granted to you pursuant to this Agreement with respect to the Products.
LIMITED WARRANTY. Toontrack Music warrants that for ninety (90) days from the date of receipt the Products will operate substantially in accordance with the Documentation provided.
CUSTOMER REMEDIES. Toontrack Music’s entire liability and your exclusive remedy for any breach of the foregoing warranty shall be, at Toontrack Music’s option, either (i) return of the purchase price you paid for the Products, (ii) replacement of the defective media in which the Products are contained or (iii) to repair or replace the Products. You must return a copy of the defective Products to Toontrack Music or its suppliers with a copy of your receipt and remove all copies of the defective Products from your computers, or notify Toontrack Music of any defective Products you have downloaded and remove all copies of the defective Products from your Computers. You will receive the remedy elected by Toontrack Music without charge, except that you are responsible for any shipping expenses you may incur. This Limited Warranty is void if failure of the Products has resulted from the accident, abuse, misapplication, abnormal use or a virus. Any replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. To exercise your remedy, contact: Toontrack Music KB, Verkstadsgatan 13, 904 32 Umea, SWEDEN.
WARRANTY DISCLAIMER. Except for the limited warranty set forth herein, THE PRODUCTS ARE SOLD “AS IS” AND TOONTRACK MUSIC MAKES NO WARRANTY AS TO THEIR USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, TOONTRACK MUSIC MAKES NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCTS. WITHOUT LIMITING THE FOREGOING PROVISIONS, TOONTRACK MUSIC MAKES NO WARRANTY THAT THE PRODUCTS WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL TOONTRACK MUSIC OR A THIRD PARTY SUPPLIER BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR LOSS OF PROFITS, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR NEGLIGENCE OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. IN NO EVENT SHALL TOONTRACK MUSIC OR A SUPPLIER BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE PRICE PAID FOR THE PRODUCTS, EVEN IF TOONTRACK MUSIC OR THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you. Nothing contained in this Agreement limits Toontrack Music’s liability to you for Toontrack Music’s gross negligence or for the tort of fraud.
ENTIRE AGREEMENT. This Purchase Agreement, including any addendum or amendment to this Purchase Agreement which is included with the Products, are the entire agreement between you and Toontrack Music relating to the Products and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Purchase Agreement. To the extent the terms of any Toontrack Music policies or programs for Support Services conflict with the terms of this Purchase Agreement, the terms of this Purchase Agreement shall control.
GOVERNING LAW; VENUE. Toontrack Music is a company organized under the laws of Sweden with its headquarters in Sweden. This Agreement will be governed by the laws of Sweden, without regard to its conflict of laws principles. You consent and submit to the personal jurisdiction of the courts of Sweden and agree that disputes regarding the Products and this Agreement may be heard within the courts of Sweden. You waive any objection in the nature of inconvenient forum with respect to such actions brought in the courts of Sweden. In the event this Agreement is translated into any other language, the English version of this Agreement shall control.
AMENDMENT. This Purchase Agreement may not be modified except by a written addendum (which may be done by an authenticated email exchange) issued by a duly authorized representative of Toontrack Music. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Toontrack Music (which may be done by an authenticated email exchange). If any provision of this Purchase Agreement is held invalid, the remainder of this Purchase Agreement shall continue in full force and effect.
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