END USER LICENSE AGREEMENT
LATEST VERSION – August 2020
studiobox, Inc., 3961 Thrisk Road, Campbell River, BC V9H 1H3
1.1 This EULA sets forth the contractual terms and conditions (“Terms”) between you (“Licensee”, “User” “You/you”, “Your/your”, or “You’re/you’re”) and studiobox, Inc., and its agents and affiliates (collectively, “studiobox”, “we”, “us”, or “our”) for the use of studiobox’s products, including, without limitation, any (a) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, and (b) Licensed Software (defined below) including related media, documentation (for example, program descriptions or manuals) and any other documents and materials manufactured by studiobox, (“Product(s)”).
2.1 It is required that you register the Product(s) in order to receive an activation key that enables you to use the Product(s) on your computer. It is not possible to use studiobox’s Products that are not activated.
2.2 For the registration, you will need to enter your name, email address and postal address. Your Account Information (defined below) is stored together with the studiobox serial number in our registration database. studiobox uses a secure SSL connection with 128-bit encryption that meets current security standards to transmit your data over the web. For further information about studiobox’s handling of personal data please see: studiobox.ca/Privacy-Policy.
3. ACCEPTANCE OF TERMS.
3.1 By installing and by registering the Product on your computer, you declare yourself in agreement with these Terms. If you do not agree with these Terms, you must not install the Product.
3.2 You may not use the Product(s) if (a) you are prohibited by Law from receiving or using the Product(s), (b) you are not fully able and competent to enter into a binding contract with studiobox, such as if you are not of legal age and/or have not obtained verifiable parental consent. In particular, through acceptance of these Terms, you affirm that you are over the age of 13 and acknowledge that the Products are not intended for children under 13.
3.3 studiobox may require you to provide consent to updated Terms before further use of the Product(s) or Services is permitted. Otherwise, your continual use of any Product(s), Site or Service constitutes your acceptance of the changes.
Unless otherwise defined, capitalized terms used throughout these Terms have the meanings stated below:
4.1 “Account Information” means the information you provide to studiobox when you register Product(s) on the Site, including your studiobox ID and log-in information.
4.2 “Bundle” means a product marketed and sold by studiobox or another party, in a party’s branded packaging, to end-users, either through an online store or through a retailer, which includes certain Licensed Software.
4.3 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual or proprietary rights.
4.4 “Law” means any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction, such as any laws regarding the export of data or software to and from Canada or other applicable countries.
4.5 “License Key” means the unique code provided by studiobox which identifies the license type and which unlocks or enables certain features of the Licensed Software.
4.6 “Licensed Software” means the object code version of the computer software and related documentation for each Product, including but not limited to any modifications or additions provided to you by studiobox.
4.7 “Make Available” means to email, post, transmit, upload, or otherwise make available through your use of the Product(s).
4.8 “Marks” means the trademarks, logos and service marks displayed on the Product(s) and related documentation.
4.9 “Service(s)” means all types of technical support services offered by studiobox to the User, including but not limited to, remote access support and telephone support.
4.10 “Shared Content” means content you or others have chosen to Make Available.
4.11 “User” means a user of the Product(s).
4.12 “User Content” means (a) Licensee Content and (b) Shared Content uploaded by other Users.
4.13 “Your Content” means any User Content that you Make Available through your use of the Product(s) and through the Site.
5. SCOPE OF USE/LICENSE.
Provided you comply with the Terms of this EULA, studiobox grants to you a non-exclusive, non-transferable, revocable right to access and use the Product(s) subject to the following conditions:
5.1 The Product(s) from studiobox are protected by law. The Intellectual Property Rights of the Product(s) remains with studiobox. You may not copy or have copied, decompile or have decompiled, reverse-engineer or have reverse-engineered, the Product. You may not: (a) reproduce, replicate or imitate part or all of the design, layout, or look-and-feel of the Product(s); (b) lease, license, rent, or sell the Product(s) or the right to use and access the Product(s); or (c) remove, obscure, revise, or alter any text, copyright, or other proprietary notices contained in the Product(s). You must ensure by appropriate and reasonable steps that third parties, including your own employees, cannot make unauthorized use of the Product(s). You shall be liable to studiobox for any loss or damage in this context.
For any Product(s) that contain MPEG Layer-3: Supply of this Product does not convey a license nor imply any right to distribute MPEG Layer-3 compliant content created with this Product in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other distribution channels), streaming applications (via Internet, intranets and/or other networks), other content distribution systems (pay-audio or audio-on- demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like). An independent license for such use is required. For details, please visit http://mp3licensing.com. MPEG Layer-3 audio coding technology licensed from Fraunhofer IIS and Thomson Licensing.
5.2 For Licensed Software from the studiobox product line:
(b) Use of the Licensed Software with a License Key obtained from a source other than studiobox is expressly and strictly forbidden. studiobox reserves the right to take any and all actions that studiobox, in its sole discretion, deems necessary to protect against, monitor, and control the use of the Licensed Software with illegal License Keys.
5.3 For Licensed Software included in a Bundled product line:
(a) For certain Products from EarWorm Sound, the following shall apply: Bundles (consisting of hardware that has software bundled with it) the software is only granted to the original registered owner. If you purchase or sell a used EarWorm Sound hardware product the bundled software is not automatically bundled for future owners of the hardware. Software and hardware are seen as separate entities within the product. However, you are able to transfer a EarWorm Sound software license if the software is transferable.
(b) For certain Products from EarWorm Sound, the following shall apply: Bundles (software-only) can only be transferred as a whole. The individual components of a Software-Only Bundle may not be transferred separately, unless allowed by the participating third-party manufacturer.
5.4 You agree to use the Product(s) only as permitted by these Terms and any applicable Law.
5.5 studiobox may modify or discontinue, temporarily or permanently, the Product(s), Services, or any portion thereof, with or without notice. You agree that studiobox shall not be liable to you or anyone else if we do so.
7.1 Product(s). All Product(s), and their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided herein, studiobox does not grant any express or implied rights to use the Product(s). All rights, title and interest in the Product(s), in all languages, formats and media throughout the world, are and will continue to be the exclusive property of studiobox and nothing in the Terms shall be construed to confer any license or right, by implication, estoppels or otherwise, under copyright or other intellectual property rights, to you or any third party.
7.2 Trademarks. The Marks are the property of studiobox. You are not permitted to use the Marks without the prior written consent of studiobox. studiobox and the studiobox logo are trademarks of studiobox. For a current list of studiobox’s Marks, please refer to the posted trademark information on the Site.
7.3 Your Content. If you are an individual User, then you own all right, title, and ownership to Your Content. See Sections 9 and 10 for warranties related to Your Content.
8.1 The Products are protected by the copyright laws of Canada and other countries, and studiobox retains all Intellectual Property Rights in the Product(s). You may not separately publish, sell, market, lease, rent, or sublicense the Product(s) code. However, this license is not to be construed as prohibiting or limiting any fair use sanctioned by copyright law, such as permitted library and classroom usage.
9. YOUR WARRANTY, INDEMNIFICATION OBLIGATION, AND WAIVER:
9.1 You represent and warrant that with regard to Your Content: (a) you own the Intellectual Property Rights, or have obtained all necessary license(s) and permission(s), to use Your Content in keeping with your use in connection with the Product(s) or as otherwise permitted by the Terms; (b) you have received consent from any and all persons depicted in Your Content to use Your Content as set forth in the Terms, including distribution, public display, public performance and reproduction of Your Content; and (c) Your Content does not violate or infringe any intellectual property right or other proprietary right, including right of publicity or privacy, of any person, company or entity, or other third party.
9.2 You agree to indemnify and hold studiobox and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your Content, your use of the Product(s), Services or Site, your connection to the Product(s), Services or Site, your use and access of personal information of other Users, the actions of any member of your group, your access to or use of web sites and your connections therewith, any claim that Your Content caused damage to someone else, any dealings between you and anyone else advertising or promoting via the Product(s), Services or Site, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.
10. LIMITED WARRANTY:
10.1 We warrant that the Product(s) will provide the features and functions generally described in the product specification on our Site as of the date of your download or as described on the physical product packaging at the time of purchase; and as described in the documentation provided with the Product(s) at the time of purchase.
10.2 studiobox makes no warranty that the Product or your ability to use it will be uninterrupted or error-free. studiobox has taken all reasonable steps to keep its Products free of viruses, spyware, “back door” entrances, or any other harmful code. The Product(s) will not download or install patches, upgrades, or any third-party products without getting your permission. We will not intentionally deprive you of your ability to use any features of the Product(s) or access to Your Content.
10.3 THIS PRODUCT IS PROVIDED “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL STUDIOBOX BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10.4 ANY SOFTWARE OR CONTENT DOWNLOADED, MADE AVAILABLE, OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. STUDIOBOX ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE.
11. LIMITATIONS OF LIABILITY:
11.1 Your exclusive remedy under the above limited warranty shall be, at EarWorm Sound’s option, either a full refund of the purchase price or correction of the defective Product(s).
12. EXPORT CONTROL LAWS:
12.1 You acknowledge that the Products and Services are subject to Canada export control and sanctions laws (including the Export Administration Regulations) (“Export Controls”) and that you will comply with the Export Controls. You will not export, re-export or import the Product(s) directly or indirectly, to, or use the Product(s) or Services in connection with: (a) any countries that are subject to Canada export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria), or (b) any end User who has been prohibited from participating in Canadian export transactions by any federal agency of the Canadian government. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Products or Services. If studiobox has knowledge that a violation has occurred, studiobox may be prohibited from providing the Products and/or Services.
13. RESOLUTION OF DISPUTES:
(a) You agree that any claim or dispute you may have against studiobox must be resolved by a court located in Campbell River, British Columbia, Canada, except as otherwise agreed to by the parties, or as set forth Section 13.2 below. You agree to submit to the personal jurisdiction of the courts located in Campbell River, British Columbia, Canada when Campbell River laws applies, for the purpose of litigating such claims or disputes.
(b) You agree to submit to the personal jurisdiction of the, courts of Ireland, when the laws of Ireland apply, for the purpose of litigating such claims or disputes. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
13.2 Alternative Dispute Resolution:
(a) When Campbell River applies, any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in Campbell River, British Columbia in accordance with the rules then in effect of the American Arbitration Association (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The arbitrator(s) shall apply Louisiana law to the merits of any dispute or claim, without reference to conflicts of law rules. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. You hereby consent to the personal jurisdiction of the state and federal courts located in Louisiana for any action or proceeding arising from or relating to the Terms of this EULA or relating to any arbitration in which the parties are participants.
(b) When Irish Law applies, any dispute will be settled exclusively and finally by binding arbitration under the Arbitration Act 2010 by one (1) mutually agreed upon arbitrator who shall conduct the proceedings in Dublin, Ireland. Proceedings will be conducted in the English language and result in a written statement of the facts and legal reasoning supporting the decision of the arbitrator at the request of either party. Judgment on the award of the arbitrator may be entered by any court having jurisdiction to do so.
14. GENERAL PROVISIONS:
14.1 Termination: To the extent permitted by law, and without prejudice to any other rights, EarWorm Sound may terminate your license if you materially breach these Terms.
14.2 Notice to studiobox: Any notice provided to studiobox pursuant to the Terms should be sent to, studiobox Inc., 3961 Thirsk Road, Campbell River, BC V9H 1H3, Attn: Legal Department.
14.3 Notice to you: EarWorm Sound may provide you with notices, including those regarding changes to Terms, by email, regular mail, postings on or within the Site, or other reasonable means now known or hereafter developed.
14.4 Entire Agreement: The Terms of this EULA constitute the entire agreement between EarWorm Sound and you with respect to your access to or use of the Site, Services, and Product(s) and supersede any prior agreements between you and studiobox on such subject matter.
14.5 Non-Assignment: You may not assign or otherwise transfer the Terms, or any right granted hereunder, without EarWorm Sound’s written consent. studiobox’s rights under the Terms are transferable by studiobox.
14.6 Severability: If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
14.7 Waiver: Any failure by studiobox to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
14.8 Your Obligation: You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Product(s), Site, or Services.
14.9 Acknowledgement: You acknowledge that you have read this EULA, understand it and agree to be bound by the Terms. If you are not in agreement with the Terms contained in this EULA or are unsatisfied with the Product(s) within thirty (30) days of purchase, please un-install the Product(s), remove all copies and discontinue all use of the Product(s).