This End User License Agreement (this “Agreement”) is between LOUD Audio, LLC ("LOUD") and the user or entity which has granted access to authorized users (collectively, “you”) of LOUD’s software products and all versions thereof (collectively, the "Software"). By opening the package containing the Software, or by downloading, installing, copying or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement do not download, copy, install, or otherwise use the Software in any manner.
1. License. Subject to and conditioned upon your strict
compliance with all terms and conditions set forth in this
Agreement, LOUD hereby grants you a non-exclusive,
non-transferable, non-sublicensable, limited license to: (a)
use the Software in conjunction with your LOUD hardware
products; (b) install and use the Software on computers or
devices owned or leased, and controlled by, you, so long as
each computer is connected to an appropriate piece of LOUD
hardware; and (c) reinstall the Software in the event that
the first Software installation failed or is otherwise
unusable. All use of the Software must be in strict
compliance with the applicable documentation.
YOU MAY NOT: (a) distribute copies of the Software or the
applicable documentation to others; (b) provide any other
person, including any subcontractor, independent contractor,
affiliate, or service provider of yours, with access to or
use of the Software or documentation without the express
written consent of LOUD; (c) rent, lease, sell, sublicense,
assign, distribute, publish, transfer, or otherwise make
available the Software, or any features or functionality of
the Software, to any other person for any reason; (c)
modify, translate, adapt, or otherwise create any derivative
works or improvements, whether or not patentable, of the
Software or any part thereof; (d) use the Software in
conjunction with other third-party hardware designed to
emulate the operation of LOUD hardware; (e) reverse
engineer, disassemble, decompile, decode, or otherwise
attempt to derive or gain access to the source code of the
Software or any associated LOUD hardware, or software, in
whole or in part; or (f) remove, delete, alter, or obscure
any trademarks or any copyright, trademark, patent, or other
intellectual property or proprietary rights notices provided
on or with the Software, documentation, including any copy
thereof, or any associated LOUD hardware.
2. Intellectual Property. You acknowledge and agree that the Software and applicable documentation are provided under license, and not sold, to you. You do not acquire any ownership interest in the Software or applicable documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. LOUD reserves and shall retain its entire right, title, and interest in and to the Software and applicable documentation and all intellectual property rights arising out of or relating to the Software and applicable documentation, except as expressly granted to you in this Agreement. You shall safeguard the Software and applicable documentation from infringement, misappropriation, theft, misuse, or unauthorized access. Further, you acknowledge that the Software constitutes and/or contains valuable trade secret information and you agree not to disclose the Software to any other person, in whole or in part. You shall promptly notify LOUD if you become aware of any infringement of the LOUD’s intellectual property rights in the Software and applicable documentation and fully cooperate with LOUD in any legal action taken by LOUD to enforce its intellectual property rights.
3. Disclaimer. THE SOFTWARE AND APPLICABLE DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LOUD, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LOUD PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER PRODUCT, SOFTWARE, APPLICATION, SYSTEM, OR SERVICE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
4. Limitation of Liability. IN NO EVENT SHALL LOUD BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE, EVEN IF LOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LOUD'S LIABILITY FOR ANY CLAIM, LOSSES, DAMAGES OR INJURY, WHETHER CAUSED BY BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THE LIMITATIONS SET FORTH IN HEREIN SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
5. Term. This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Software together with destroying any copies of the Software and applicable documentation in any form. Except as necessary for LOUD to enforce its rights hereunder, this Agreement, including the license to use the Software and applicable documentation, will terminate automatically if you fail to comply with any requirement or condition.
6. Upgrades: LOUD may from time to time, at its sole discretion, release upgrades, updates, bug fixes, patches, and other error corrections (collectively, “Updates”) to the Software. You acknowledge and agree that all Updates will be deemed Software and subject to all terms and conditions of this Agreement. LOUD has no obligation to provide Updates or offer free or discounted Updates to any user of the Software.
7. Governing Law and Severability. This Agreement will be governed by the laws of the State of California and will be interpreted as if the agreement were made between California residents and performed entirely within the state of California. If for any reason a court finds any provision of this Agreement unenforceable, that provision will be enforced to the maximum extent possible, and the remainder of the Agreement shall continue in full force and effect.
8. Entire Agreement. This is the entire agreement between you and LOUD and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. No amendment or modification of this agreement will be binding unless in writing and signed by a duly authorized representative of LOUD.
9. List of Services. This policy applies to all information collected or submitted on Mackie’s website Mackie.com and our apps for Ios, Android, macOS and Windows, and any other device or platforms. For a full list of Mackie software and services please contact [email protected].