AVAE - Canvas: End User License Agreement
NOTICE: The following is a time limited software license. The time limited software license is a legal agreement between you, as the licensee, and Avae LLC (“AVAE”). PLEASE READ THE license AGREEMENT CAREFULLY. YOU ARE LICENSED TO USE THE SOFTWARE ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW.
Accepting the License Agreement
BY CLICKING THE ACCEPTANCE BUTTON THAT FOLLOWS THIS LICENSE AND/OR INSTALLING AND/OR USING THE SOFTWARE, YOU ACCEPT THIS LICENSE AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THE LICENSE. If you are accepting the license on behalf of a corporate or institutional licensee, you are signifying that you are authorized to do so. If you are not authorized to do so or are not deemed under applicable law to have such authority, then you assume sole personal liability for the obligations set out in this license agreement.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE, AND DESTROY ANY UNLICENSED COPIES IN YOUR POSSESSION.
THE COPYRIGHT AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS CONTAINED WITHIN THE SOFTWARE, (INCLUDING DATA AND CONTENT) THAT CONSTITUTE THIS SOFTWARE PRODUCT ARE AND REMAIN THE PROPERTY OF AVAE.
PLEASE NOTE: The Software may be used to reproduce materials and prepare derivative works from them. It is licensed to you only for reproduction and preparation of derivative works of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or permitted by law to reproduce and prepare derivative works from.
1. Definitions: The term "Canvas" means AVAE Canvas and all presets, design templates, tutorial content and examples, audio files, video files, included effects, data and other contents supplied by AVAE with the software. The term “Canvas” also includes any updates, upgrades, or modified versions of Canvas licensed to the Licensee by AVAE. The term “Extension” means any third-party add-on to Canvas with a serial number supplied separately by AVAE to the Licensee, and all updates and upgrades to the add-on. The term “Software” means Canvas and all Extensions.
2. Ownership Rights: The Software and related documentation are copyrighted works of authorship, and are also protected under applicable database laws. AVAE and its suppliers retain ownership of the Software and all subsequent copies of the Software, regardless of the form in which the copies may exist. AVAE does not transfer any rights to the intellectual property in the Software, and the Licensee does not acquire any rights to the Software except as expressly set forth in this Agreement.
3. Grant of License: The Software is licensed, not sold, to the Licensee for use only under the terms of this license. Provided that the Licensee has paid the applicable license fee, AVAE grants the Licensee a non-exclusive license to use one copy of the Software on any single computer, for a limited time period as indicated on your purchase order, provided the Software is in use on only one computer at any time. The Software is in “use” on a computer when it is loaded into the temporary memory or installed into the permanent memory of that computer. The Licensee may transfer the Software from one computer to another owned by the Licensee but may not copy it to any device not owned by the Licensee or to any site on any network or make additional copies for use on any networks or sites. The Licensee may make backup copies of the Software.
Whenever a copy is made, an AVAE copyright notice must be attached, which should include an indication of all of AVAE’s rights under the foregoing paragraphs in a machine-readable form and/or in plain language. An indication of the ownership and all other rights of AVAE as defined in this license agreement is to be attached clearly and visibly, printed on or firmly attached to all flash drives, disks, or storage media of any kind on which the licensed Software is stored. The Licensee is obliged to keep a record of all the copies he or she produces and of their locations. He or she must present AVAE with this record at any time if there is any suspicion of misuse.
4. License Restrictions: If you transfer possession of any copy of the Software to another party except as described above, this license is automatically terminated. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software except as expressly permitted by this Agreement. You may not use, copy, modify or transfer the Software, or any copy in whole or in part, except as expressly provided for in this license. You may however use the presets, design templates, audio files, and video files, that come with the Software in your audio designs, provided that either additional material is added or the respective presets, design templates, audio files, and video files will be significantly altered through unique processing. You may neither use the tutorial content nor examples in your audio design nor may you reformat, mix, or otherwise alter the tutorial content or examples.
5. Restrictions on Transfer: You may not rent, lease or sublicense the Software on a temporary or permanent basis. You may, however, transfer all rights to use Canvas and/or any Extension as a whole to another person or entity, provided that you uninstall Canvas and/or any Extension from your computer, do not retain any backup copy of Canvas and/or any Extension and transfer this Agreement with Canvas and/or any Extension.
6. Upgrades and Updates: In order to upgrade or update Software, a valid license to use the previous or inferior version of Software is required. The Software is provided on a subscription basis, and the Licensee is required to upgrade or update the Software within 30 days of notification by AVAE that an upgrade or update is available in order to maintain the validity of the license. The license and right to use the upgraded or updated version of Software will immediately expire, if the license of the previous or inferior version of Software is transferred to another person or entity.
7. Trial or Demonstration License: If you have downloaded or installed the Software prior to payment of the licensee fee in order to facilitate the decision-making process with regards to acquiring a Software subscription, then the license shall apply to you during the trial or demonstration period, and any warranty of any kind is expressly excluded. You agree that during the trial or demonstration period, you will use the Software only for the purpose of evaluating the software and facilitating the decision-making process with regard to acquiring a Software subscription. Any other use, in particular - but not limited to - resale, transfer, public use, is excluded. This condition extends beyond the trial period, regardless of whether Software is running with a restricted feature set or not. Your rights to use the Software under this license agreement for trial or demonstration purposes are time limited to a period of thirty days, and one trial or demonstration period per user and per computer or device. The trial or demonstration period begins on the date the Software is first put in use by the user. User may not re-register under a different name, different account or from a different computer or device. Different users may not register using the same computer or device.
8. Educational Versions: Versions labelled "Educational Version" may only be used in an educational context by schools, teachers, instructors and students. Educational Versions may only be transferred to a transferee meeting the requirements for licensing such version of Software.
9. No warranty: You are aware that functional defects in the Software cannot be totally ruled out, despite the present state of technical knowledge, even if the very greatest care is taken. AVAE provides the software AS IS only, and without warranty of any kind express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose with respect to the Software. AVAE may choose in its sole discretion to provide Software specifications in accompanying documentation for information purposes only. AVAE does not warrant that the Software will substantially conform to the specification set out in any accompanying documentation. Notwithstanding, if any defect in the Software substantially affects the Licensee’s use of the Software, AVAE may in its sole discretion choose to replace the Licensee’s copy of the Software with a new one or otherwise take action to repair or provide a remedy. AVAE will not under any circumstances indemnify the Licensee for personal injury or death solely and directly caused by any defect in its products or the negligence of its employees unless indemnification is compulsory under applicable law. AVAE cannot be held responsible for the content and the origin of the data and samples that are obtained by the Licensee from a third party. AVAE is not accountable for modification or utilization of these samples by the Software.
10. NO LIABILITY FOR DAMAGES: IN NO EVENT WILL AVAE, ITS SUPPLIERS, OR LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA OR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AVAE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU; IN SUCH A CASE, THEN THE AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES SHALL NOT EXCEED U.S. $2,500.
11. Licensee’s statutory rights: This license gives the Licensee specific legal rights, and the Licensee may also have other rights, which vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to the Licensee. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case, the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights which the Licensee may have as a consumer (i.e., a purchaser for private as opposed to business, academic or government use) are not affected.
12. Severability: In the event that any provision of this Agreement is determined to be invalid, unenforceable or unlawful, such invalidity, un-enforceability or unlawfulness shall not affect any other provisions of this Agreement, and the Agreement shall be construed as if the challenged provision had never been contained herein.
13. General: Each party hereby irrevocably agrees that this contract shall exclusively be subject to the laws of the State of Virginia, except for those laws referring to conflict of law rules. Place of jurisdiction shall be the State of Virginia. AVAE can also, however, at its free discretion, open proceedings at the registered address of the Licensee. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License. This agreement constitutes the complete and exclusive statement of the agreement between AVAE and Licensee with respect to the subject matter hereof and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other related communication between the parties. All rights not explicitly granted in this agreement are reserved. Any clause in this agreement, which is found to be invalid or unenforceable shall be deemed deleted and the rest of this agreement remains unaffected.
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