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CAKEWALK, INC.
LICENSE AGREEMENT
REV 01.2015
YOU SHOULD CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. INSTALLING AND USING THE PRODUCT INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE PRODUCT UNUSED AND YOUR MONEY WILL BE REFUNDED.
1. GRANT OF LICENSE. In consideration of payment of the license fee, Cakewalk, Inc. ("Cakewalk" or the "Licensor") grants to you, the Licensee, a nonexclusive license to have one person use the enclosed Cakewalk software product (the "Product") on one personal computer at a time. If you want to use the Product on more than one personal computer at a time, or if you want to network the Product, you must obtain separate licenses from Cakewalk by calling (617)423-9004. This license does not grant you any right to any enhancement or update to the Product. Enhancements and updates, if available, may be obtained by you at Cakewalk's then current standard pricing, terms and conditions. Product may automatically connect to server and verify if updates are available and notify Licensee of such updates. Internet connection is required to verify account status. If Software is installed on computer not connected to the internet, Cakewalk will provide offline authorization options.
2. MEMBERSHIP LICENSE. Some Product(s) include access to Membership benefits, which include but are not limited to access to new features, updates and exclusive content relating to the product during the specified term. Licensee shall have the option to pay for the Membership License on a monthly or annual basis in accordance with the Product’s Membership Terms.
a) Completion of Membership Payments. Membership licenses paid for using the monthly plan will be considered paid in full after the 12th monthly payment is completed. Membership licenses paid for using the Annual payment method are considered paid in full immediately upon annual payment submission.
b) Cancellation. Licensee is under no obligation to continue the subscription and may cancel the Membership at any time. In the event of cancellation, Licensee’s access to Membership benefits stops and Licensee will only have access to and continued use of Product that has been fully paid for. Once the annual Membership is paid in full, Licensee will own the perpetual license to versions of their Product released during their active membership period.
c) Authorization/ de-authorization of software. Software may automatically connect to server periodically to verify customer account status. For accounts not in good standing or in situations where an excessive number of copies of software are being used simultaneously on multiple machines by unique users, Cakewalk may de-authorize software. De-authorized software degrades or reverts to “demo mode” where user can run software but cannot save or export changes.
3. OWNERSHIP OF THE PRODUCT. Portions of the Product incorporate certain material proprietary to third parties. Cakewalk and licensors of Cakewalk own and will retain all title, copyright, trademark and other proprietary rights in and to the Product. This License is NOT a sale of the Product or any copy of it. You, the Licensee, obtain only such rights as are provided in this Agreement. You understand and agree as follows:
3.1. You may NOT make any copies of all or any part of the Product except for archival copies of the computer software components of the Product as permitted by law,
3.2. You may NOT reverse compile, reverse assemble, reverse engineer, modify, incorporate in whole or in part in any other product or create derivative works based on all or any part of the Product.
3.3. You may NOT remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Product.
3.4 You may not use the documentation for any purpose other than to support your use of the SOFTWARE PRODUCT.
3.5 You may not perform engineering analyses of the SOFTWARE PRODUCT, including performance analyses, or benchmark analyses, without the written permission of Cakewalk.
4. INSTRUMENT CONTENT
4.1 The audio samples, recorded sounds, programs, MIDI patterns used by any instrument (“instrument content”) included with the Product remain the property of Licensor and are licensed, not sold, to you for use on your computer.
4.2 The Licensee may modify the instrument content. LICENSEE MAY USE THE INSTRUMENT CONTENT FOR COMMERCIAL PURPOSES WITHIN MUSICAL COMPOSITIONS.
4.3. This license expressly forbids resale, re licensing or other distribution of the instrument content, either as they exist on these discs, or any modification thereof. You cannot sell, loan, rent, lease, assign or transfer all or any of the enclosed sounds to another user, or for use in any competitive product.
5. DEMO or THIRD PARTY DEMO CONTENT RESTRICTIONS. Unless specified elsewhere in your product package, the following restrictions apply to all digitally recorded sounds, MIDI or Cakewalk-format song files or rhythm patterns, and printed or digitally reproduced sheet music contained in the product package (the "demo content"): All demo content is protected by copyright and owned by Cakewalk or other parties that have licensed these works to Cakewalk. Any duplication, adaptation, or arrangement of the demo content without written consent of the owner is an infringement of U.S. or foreign copyright law and subject to the penalties and liabilities provided therein. You may not synchronize the demo content with any videotape or film, or print the demo content in the form of standard music notation, without the express written permission of the copyright owner. The demo content may not be used for broadcast or transmission of any kind. You may not resell or redistribute the demo content "as is" (i.e., stand alone) in any way, including for use in sampling or sample playback units, or in any sound library product, or in any radio or television broadcast, soundtrack, film or other commercial product in any media, whether the works remain in their original form or are reformatted, mixed, filtered, re-synthesized or otherwise edited.
6. LICENSEE'S RESPONSIBILITIES FOR SELECTION AND USE OF THE PRODUCT. Cakewalk hopes the Product will be useful to your business or personal endeavors. HOWEVER, CAKEWALK DOES NOT WARRANT THE OPERATION OF THE PRODUCT OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PRODUCT. You, and not Cakewalk, are responsible for all uses of the Product.
7. WARRANTY.
7.1. Limited Warranty. Subject to the other provisions in Articles 5 and 6 of this Agreement, Cakewalk warrants to you, the original licensee, that the media on which the Product is recorded will be free of defects in material and workmanship under normal use for a period of thirty (30) days from purchase, and that the Product will perform substantially in accordance with the user guide for a period of thirty (30) days from purchase. Cakewalk's sole responsibility under this warranty will be, at its option, (1) to use reasonable efforts to correct any defects that are reported to it within the foregoing warranty period or (2) to refund the full purchase price. Cakewalk does not warrant that the Product will be error free, nor that all program errors will be corrected. In addition, Cakewalk makes no warranties if the failure of the Product results from accident, abuse or misapplication. Outside the United States, these remedies are not available without proof of purchase from an authorized international source. All requests for warranty assistance shall be directed to Cakewalk at the following address:
Cakewalk, 179 Lincoln Street Boston, MA 02111 U.S.A. 617/423-9004
7.2. Limitations on Warranties. THE EXPRESS WARRANTY SET FORTH IN THIS ARTICLE 5 IS THE ONLY WARRANTY GIVEN BY CAKEWALK WITH RESPECT TO THE ENTIRE PRODUCT; CAKEWALK MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CAKEWALK SHALL NOT BE HELD RESPONSIBLE FOR THE PERFORMANCE OF THE PRODUCT NOR FOR ANY LIABILITY TO ANY OTHER PARTY ARISING OUT OF USE OF THE PRODUCT.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
8. LIMITATIONS ON REMEDIES. Cakewalk's liability in contract, tort or otherwise arising in connection with the Product shall not exceed the purchase price of the Product. IN NO EVENT SHALL CAKEWALK BE LIABLE FOR SPECIAL, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE PRODUCT, EVEN IF CAKEWALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
9. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are a government agency, you acknowledge that the Product was developed at private expense and that the computer software component is provided to you subject to RESTRICTED RIGHTS. The rights of the government regarding its use, duplication, reproduction or disclosure by the Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights clause at FAR 52.227-19. Contractor is Cakewalk, Inc.
10. TERMINATION. This License Agreement will terminate immediately if you breach any of its terms. Upon termination, you will be required promptly to return to Cakewalk or to destroy all copies of the Product covered by this License Agreement.
11. MISCELLANEOUS.
11.1. Governing Law. The terms of this License shall be construed in accordance with the substantive laws of the United States and/ or Commonwealth of Massachusetts, U.S.A.
11.2. No Waiver. The failure of either party to enforce any rights granted hereunder or to take any action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
11.3. Litigation Expenses. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and litigation expenses.
11.4. Unenforceable Terms. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE AGREEMENT BETWEEN YOU AND CAKEWALK WHICH SUPERSEDES ANY PROPOSALS, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND CAKEWALK RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.
LICENSE AGREEMENT
REV 01.2015
YOU SHOULD CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. INSTALLING AND USING THE PRODUCT INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE PRODUCT UNUSED AND YOUR MONEY WILL BE REFUNDED.
1. GRANT OF LICENSE. In consideration of payment of the license fee, Cakewalk, Inc. ("Cakewalk" or the "Licensor") grants to you, the Licensee, a nonexclusive license to have one person use the enclosed Cakewalk software product (the "Product") on one personal computer at a time. If you want to use the Product on more than one personal computer at a time, or if you want to network the Product, you must obtain separate licenses from Cakewalk by calling (617)423-9004. This license does not grant you any right to any enhancement or update to the Product. Enhancements and updates, if available, may be obtained by you at Cakewalk's then current standard pricing, terms and conditions. Product may automatically connect to server and verify if updates are available and notify Licensee of such updates. Internet connection is required to verify account status. If Software is installed on computer not connected to the internet, Cakewalk will provide offline authorization options.
2. MEMBERSHIP LICENSE. Some Product(s) include access to Membership benefits, which include but are not limited to access to new features, updates and exclusive content relating to the product during the specified term. Licensee shall have the option to pay for the Membership License on a monthly or annual basis in accordance with the Product’s Membership Terms.
a) Completion of Membership Payments. Membership licenses paid for using the monthly plan will be considered paid in full after the 12th monthly payment is completed. Membership licenses paid for using the Annual payment method are considered paid in full immediately upon annual payment submission.
b) Cancellation. Licensee is under no obligation to continue the subscription and may cancel the Membership at any time. In the event of cancellation, Licensee’s access to Membership benefits stops and Licensee will only have access to and continued use of Product that has been fully paid for. Once the annual Membership is paid in full, Licensee will own the perpetual license to versions of their Product released during their active membership period.
c) Authorization/ de-authorization of software. Software may automatically connect to server periodically to verify customer account status. For accounts not in good standing or in situations where an excessive number of copies of software are being used simultaneously on multiple machines by unique users, Cakewalk may de-authorize software. De-authorized software degrades or reverts to “demo mode” where user can run software but cannot save or export changes.
3. OWNERSHIP OF THE PRODUCT. Portions of the Product incorporate certain material proprietary to third parties. Cakewalk and licensors of Cakewalk own and will retain all title, copyright, trademark and other proprietary rights in and to the Product. This License is NOT a sale of the Product or any copy of it. You, the Licensee, obtain only such rights as are provided in this Agreement. You understand and agree as follows:
3.1. You may NOT make any copies of all or any part of the Product except for archival copies of the computer software components of the Product as permitted by law,
3.2. You may NOT reverse compile, reverse assemble, reverse engineer, modify, incorporate in whole or in part in any other product or create derivative works based on all or any part of the Product.
3.3. You may NOT remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Product.
3.4 You may not use the documentation for any purpose other than to support your use of the SOFTWARE PRODUCT.
3.5 You may not perform engineering analyses of the SOFTWARE PRODUCT, including performance analyses, or benchmark analyses, without the written permission of Cakewalk.
4. INSTRUMENT CONTENT
4.1 The audio samples, recorded sounds, programs, MIDI patterns used by any instrument (“instrument content”) included with the Product remain the property of Licensor and are licensed, not sold, to you for use on your computer.
4.2 The Licensee may modify the instrument content. LICENSEE MAY USE THE INSTRUMENT CONTENT FOR COMMERCIAL PURPOSES WITHIN MUSICAL COMPOSITIONS.
4.3. This license expressly forbids resale, re licensing or other distribution of the instrument content, either as they exist on these discs, or any modification thereof. You cannot sell, loan, rent, lease, assign or transfer all or any of the enclosed sounds to another user, or for use in any competitive product.
5. DEMO or THIRD PARTY DEMO CONTENT RESTRICTIONS. Unless specified elsewhere in your product package, the following restrictions apply to all digitally recorded sounds, MIDI or Cakewalk-format song files or rhythm patterns, and printed or digitally reproduced sheet music contained in the product package (the "demo content"): All demo content is protected by copyright and owned by Cakewalk or other parties that have licensed these works to Cakewalk. Any duplication, adaptation, or arrangement of the demo content without written consent of the owner is an infringement of U.S. or foreign copyright law and subject to the penalties and liabilities provided therein. You may not synchronize the demo content with any videotape or film, or print the demo content in the form of standard music notation, without the express written permission of the copyright owner. The demo content may not be used for broadcast or transmission of any kind. You may not resell or redistribute the demo content "as is" (i.e., stand alone) in any way, including for use in sampling or sample playback units, or in any sound library product, or in any radio or television broadcast, soundtrack, film or other commercial product in any media, whether the works remain in their original form or are reformatted, mixed, filtered, re-synthesized or otherwise edited.
6. LICENSEE'S RESPONSIBILITIES FOR SELECTION AND USE OF THE PRODUCT. Cakewalk hopes the Product will be useful to your business or personal endeavors. HOWEVER, CAKEWALK DOES NOT WARRANT THE OPERATION OF THE PRODUCT OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PRODUCT. You, and not Cakewalk, are responsible for all uses of the Product.
7. WARRANTY.
7.1. Limited Warranty. Subject to the other provisions in Articles 5 and 6 of this Agreement, Cakewalk warrants to you, the original licensee, that the media on which the Product is recorded will be free of defects in material and workmanship under normal use for a period of thirty (30) days from purchase, and that the Product will perform substantially in accordance with the user guide for a period of thirty (30) days from purchase. Cakewalk's sole responsibility under this warranty will be, at its option, (1) to use reasonable efforts to correct any defects that are reported to it within the foregoing warranty period or (2) to refund the full purchase price. Cakewalk does not warrant that the Product will be error free, nor that all program errors will be corrected. In addition, Cakewalk makes no warranties if the failure of the Product results from accident, abuse or misapplication. Outside the United States, these remedies are not available without proof of purchase from an authorized international source. All requests for warranty assistance shall be directed to Cakewalk at the following address:
Cakewalk, 179 Lincoln Street Boston, MA 02111 U.S.A. 617/423-9004
7.2. Limitations on Warranties. THE EXPRESS WARRANTY SET FORTH IN THIS ARTICLE 5 IS THE ONLY WARRANTY GIVEN BY CAKEWALK WITH RESPECT TO THE ENTIRE PRODUCT; CAKEWALK MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CAKEWALK SHALL NOT BE HELD RESPONSIBLE FOR THE PERFORMANCE OF THE PRODUCT NOR FOR ANY LIABILITY TO ANY OTHER PARTY ARISING OUT OF USE OF THE PRODUCT.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
8. LIMITATIONS ON REMEDIES. Cakewalk's liability in contract, tort or otherwise arising in connection with the Product shall not exceed the purchase price of the Product. IN NO EVENT SHALL CAKEWALK BE LIABLE FOR SPECIAL, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE PRODUCT, EVEN IF CAKEWALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
9. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are a government agency, you acknowledge that the Product was developed at private expense and that the computer software component is provided to you subject to RESTRICTED RIGHTS. The rights of the government regarding its use, duplication, reproduction or disclosure by the Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights clause at FAR 52.227-19. Contractor is Cakewalk, Inc.
10. TERMINATION. This License Agreement will terminate immediately if you breach any of its terms. Upon termination, you will be required promptly to return to Cakewalk or to destroy all copies of the Product covered by this License Agreement.
11. MISCELLANEOUS.
11.1. Governing Law. The terms of this License shall be construed in accordance with the substantive laws of the United States and/ or Commonwealth of Massachusetts, U.S.A.
11.2. No Waiver. The failure of either party to enforce any rights granted hereunder or to take any action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
11.3. Litigation Expenses. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and litigation expenses.
11.4. Unenforceable Terms. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE AGREEMENT BETWEEN YOU AND CAKEWALK WHICH SUPERSEDES ANY PROPOSALS, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND CAKEWALK RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.