TOONTRACK MUSIC ONLINE PURCHASE AGREEMENT
IMPORTANT: READ CAREFULLY BEFORE ORDERING ANY PRODUCT: This Online Purchase Agreement (this “Agreement”) is a legal agreement between you (an individual or a single entity) and TOONTRACK MUSIC AB (“Toontrack Music”) regarding the TOONTRACK product you are about to purchase online, including without limitation, each such product’s software code, software programs, sound libraries, MIDI packs, presets and files, and all of their parts, including without limitation any and all code, sounds, sound files, presets, preset files, associated media, printed materials and “online” or electronic documentation (collectively referred to as “Product”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY YOUR PLACING AN ONLINE ORDER FOR THE PRODUCTS. IF YOU DO NOT AGREE, DO NOT ORDER OR DOWNLOAD ANY OF THE PRODUCTS.
LICENSE TERMS. Following the purchase of a Product according to the terms and conditions of this Agreement, Toontrack Music grants you a license to use the Product according to what is stipulated in the End-User License Agreement (“EULA”) applicable to the Product. The EULA is provided when the Product is downloaded and/or when the Product is installed and shall be deemed an integral part of this Agreement. Any rights granted herein shall be subject to the compliance to the terms and conditions set forth in this Agreement and the EULA.
INSTALLATION. You (one user) may download, install and use a Product on one computer or 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 of a Product is limited by the provisions or authorization process on the Toontrack Music website or the copy protection system included in a Product. If the Product does not have a copy protection system, no more than two concurrent installations are permitted. The number of permitted concurrent installations are subject to change without notice.
SUPPORT. Provided that your Product has been paid for in full, Toontrack Music agrees to provide Product support as set forth on Toontrack Music’s website at the time the support is requested. If Toontrack Music charges for Product support, it will be as set forth on Toontrack Music’s website.
CANCELLATION POLICY. Any order for a Product which shall be downloaded may be cancelled before the download of the Product 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.
(vii) Pricing and availability is subject to change during advertised promotion dates. Currency changes may create price discrepancies. Advertised savings in percentage may differ depending on currency. Promotions void where prohibited.
TERMINATION. Without prejudice to any other rights or remedies it may have, Toontrack Music may terminate this Agreement and the licenses granted hereunder if you do not abide by the terms and conditions of this Agreement, in which case you must destroy all copies of the Product and all of its component parts.
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 (including EULA) with respect to the Products.
LIMITED WARRANTY. Toontrack Music warrants that for ninety (90) days from the date of receipt of a new Product that such new Product will operate substantially in accordance with the documentation provided by Toontrack Music with respect to such Product (the “Limited Warranty”).
CUSTOMER REMEDIES. Toontrack Music’s entire liability and your exclusive remedy for any breach of the Limited 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 the defective Product to Toontrack Music with a copy of your receipt and remove all copies of the defective Product from your computers or notify Toontrack Music of any defective Product you have downloaded and remove all copies of the defective Product 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. The Limited Warranty is void if failure of a Product has resulted from an accident, abuse, misapplication, abnormal use, misconfiguration or a virus. Any replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Neither these remedies nor any Product support services offered by Toontrack are available without proof of purchase from an authorized international source. To exercise your remedy, contact: firstname.lastname@example.org to obtain the physical address for Toontrack Music.
WARRANTY DISCLAIMER. Except for the Limited Warranty, EACH PRODUCT IS PROVIDED “AS IS” AND TOONTRACK MUSIC MAKES NO WARRANTY AS TO ITS 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, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR 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 EACH PRODUCT. YOU EXPRESSLY ASSUME RESPONSIBILITY FOR WHAT YOU CREATE USING THE PRODUCT, BE IT MUSICAL COMPOSITIONS OR OTHER END RESULTS, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT ON ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ENTITY. 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, DAMAGES, COSTS AND EXPENSES RELATED TO CLAIMS THAT YOUR MUSICAL COMPOSITIONS INFRINGE ON INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, BUSINESS INTERRUPTION, INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON, 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 WITH RESPECT TO ANY PRODUCT IN EXCESS OF THE PRICE PAID FOR SUCH PRODUCT, 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.
LIMITATION OF REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Toontrack Music and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Toontrack Music with respect to any breach of the Limited Warranty) shall be limited to the amount paid by you for the applicable Product. The foregoing limitations, exclusions and disclaimers (including Sections 9, 10, 11 and 12 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
ENTIRE AGREEMENT. This Agreement, including any addendum or amendment to this Agreement which is included with the Product, are the entire agreement between you and Toontrack Music relating to the purchase of the Product and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this Agreement.
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. Notwithstanding the foregoing, Toontrack Music shall be entitled to enforce and protect its rights under this Agreement, in whole or in part, in any jurisdiction where you are located or in which Toontrack Music (directly or through a subsidiary) has sufficient nexus to bring a claim and, in the event of a claim, the laws of such jurisdiction shall govern such claim and you hereby waive any objection in the nature of inconvenient forum with respect to such claim.
AMENDMENT. This 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 Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.