End User License Agreement |
Single User EULA - Single User Educational EULA - 5 User Educational EULA - Terms of Use Offer to contract
This is an offer to contract. Read the following terms and conditions carefully before even installing, using, copying, transmitting or distributing this product because by installing, using, copying, transmitting or distributing this product, you agree to all of the terms of the Image Line End User License Agreement, as stated below.
If you do not agree to any of the terms of this Image Line End User License Agreement then do not install, use, copy, transmit or distribute this (copy of the) product and promptly, in any case not later then five (5) working days after the date of purchase of or payment for the product(s) as evidenced by your order confirmation, receipt, or invoice, return the product unused along with a copy of order confirmation, receipt, or invoice and a notice of disagreement to Image Line bvba, Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, BELGIUM. A duly returned product together with a complete ‘Letter of Destruction’, will be promptly refunded.
If you can not comply to any of the terms of this Image Line End User License Agreement due to statute, judicial order, or regulation, then you must (i) send a printed copy of the EULA back to Image Line, (ii) cite the statute or regulation that prohibits you from adhering to the EULA, and (iii) describe the limitations and the clause they affect. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill at computer programming to be able to understand it. Except to the extent prohibited by statute or regulation, in which case you have to comply with the terms of this EULA to the maximum extent possible, the installation, use, copy, distribution or modification of this software is subject to the acceptance of Image Line of the changed clauses. You may not install, use, copy, transmit or distribute this product than after you received a signed copy of the changed Image Line End User License Agreement.
Image Line End User License Agreement
This is an End User License Agreement, hereinafter referred to as “EULA”, between Image Line b.v.b.a. (limited liability company) registered in Belgium (N° RPR 0452.440.860), with registered office at Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, BELGIUM (hereinafter referred to as “IL”) and You, that applies, if not specified otherwise, to present and future versions of FL STUDIO and related software products as well as any updates, upgrades or maintenance releases of that software that are distributed by IL, hereinafter referred to as the “Software”; and the demo song contained in the product package of the Software, including but not limited to digitally recorded sounds, MIDI or FLStudio-format song files, rhythm patterns or patches and digitally reproduced music, hereinafter referred to as the “Demo Songs”.
“You” or “your” means you or of you, as an individual or as a legal entity exercising rights under, and complying with all of the terms of, this EULA. For legal entities, "you" includes any entity that controls, is controlled by, or is under common control with you. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
You expressly declare and warrant that you have the legal authority and capacity to enter into this EULA and that the information that has been and will be provided to IL is true and complete and that you will update such information promptly in case of changes.
Unless you have a different license agreement signed by IL your installation, use, copy, distribution or modification of the Software indicates your acceptance of all of the terms of this EULA. This EULA identifies the terms under which you may install, use, copy, distribute or modify the Software.
Your User Rights For as long as you are not in breach of the EULA and in consideration of payment of the license fee, IL hereby grants you, a personal, non-exclusive, non-transferable and revocable license, being the right to use this copy of the Software (and its user manual) as a single person who uses the Software personally on one or more computers or workstations. The Software is licensed, not sold.
You may personally access this copy of the Software through a network, provided that you as well as any other person who accesses this copy through the network has obtained a separate personal license, regardless of whether the Software is used at different times or concurrently. Any, even non-simultaneous, use by multiple people of a personally licensed copy of the Software is strictly prohibited. This is not a concurrent use license. You may personally make one (1) back-up copy insofar as it is necessary for the use you may make of the Software. You expressly declare that IL has provided you with a (online) user manual which describes the operation and operating procedures for the Software. This license explicitly does not include training or assistance or any other activities with respect of the utilization of the Software. You shall be responsible for installation of the Software on the computer(s) or workstation(s) and shall advise proper configuration of the hardware used, preparation of back-ups, and operating methods.
Property Rights The Software and the Demo Songs, in its entirety and each part of it, are protected by Belgian copyright laws, international treaty provisions (Convention of Bern) and European Directives.
You acknowledge and agree that the Software, including but not limited to the source code, the structure and organization, and the Demo Songs in its entirety and each part of it, are proprietary to IL and/or its partners and that IL and/or its partners retain exclusive ownership of all right, title and interest in and to the Software, Demo Songs, documentation and trademarks. As producer(s) of the databases contained in the Software and the product package of the Software IL and/or its partners retain all sui generis rights in the content.
Notwithstanding the foregoing, IL shall in no event claim ownership rights to new and original music made by using the Software. You shall not remove, modify, destroy or obscure any proprietary, trademark or copyright markings or notices. You will take all reasonable measures to protect IL’s proprietary rights in the Software, the Demo Songs, documentation and devices. You are not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises or licenses with respect to the Software or the Demo Songs. All rights of any kind in the Software and the Demo Songs, which are not expressly granted in this EULA, are entirely and exclusively reserved to and by IL and/or its partners.
Your Obligations Without restricting the generality of the foregoing you shall not, nor give anyone permission to (i) rent, lease, alter, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, (ii) make access to the Software available to others in connection with a service bureau, application service provider, or similar business, (iii) export or re-export the Software either directly or indirectly, without the prior written consent of IL and without the required export license.
On the other hand, without any prejudice to the above, you shall, (v) abide by all laws in the course of using the Software and shall not use the Software for illegal purposes, and in general you shall use the Software in good faith and under conditions that can be considered as normal use, (vi) take all commercially reasonable precautions to prevent unauthorized use or misuse of the Software, (vii) be liable, to the extent possible by law, for holding IL and/or its contractors harmless for damages resulting from unauthorized and/or non-compliant use of the Software within your area of control, (viii) make no copies of the Software or documentation, other than the back-up copy as stated under the “Your User Rights” part of this EULA, (ix) use the Software to violate any laws or statutes. You shall also not, nor give anyone permission to (i) duplicate, rent, lease, modify, disassemble or create derivative works based on the Demo Songs, (ii) synchronize the Demo Songs with any videotape or film, or print the Demo Songs in the form of standard music notation, (iii) use the Demo Songs for broadcast or transmission of any kind, resell or redistribute the Demo Songs "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 Demo Songs remain in their original form or are reformatted, mixed, filtered, re-synthesized or otherwise edited.
On the other hand, without any prejudice to the above, you shall (i) abide by all laws in the course of using the Demo Songs and not to use the Demo Songs for illegal purposes, and in general to use the Demo Songs in good faith and under conditions that can be considered as normal use, (ii) take all reasonable precautions to prevent unauthorized use or misuse of the Demo Songs, (iii) be liable, to the extent possible by law, for holding IL and/or its partners harmless for damages resulting from unauthorized and/or non-compliant use of the Demo Songs within your area of control.
With regards to any third party software that may be incorporated in the Software, such as for example (but not limited to) the “Synthmaker” application, you shall not, nor give anyone permission to duplicate, rent, lease, alter, modify or disassemble the ‘third party software’, including the schematics, in any form or format whatsoever. Additionally, and without any prejudice to the above, you shall not create derivative works of the ‘third party software’ or the schematics contained in FL Synthmaker, including (but not limited to) the compilation of plugin’s (Synth, Effects, Dashboards, …) and/or give anyone permission to duplicate or download (even for free), such plugin’s.
If you are an educational institution, for example (but not limited to) a school or university, and/or have acquired or have at any point the intent to use the Software for educational purposes, you acknowledge and accept that this EULA does not extend to the use of FL Synthmaker and the ‘third party software’ that is incorporated in the Software. You acknowledge and agree that such use of FL Synthmaker and the third party software is subject to a license agreement concluded by you with the concerned third party and you agree to contact Outsim Ltd. (www.synthmaker.co.uk) and conclude a separate License Agreement with them for the use of their “Synthmaker”-software for educational purposes and/or as a educational institution.
Termination IL may immediately terminate this EULA without prior notice, should your conduct fail to conform to the terms and conditions of this EULA or of any other agreement with IL. Upon termination, you will promptly return all copies (if any) of any and all Software to IL. You may not continue to use any portions of the Software in any way and under any circumstances this license has been terminated. You will not be entitled to any refund of amount paid for the use the Software, or any other amounts for any reason.
Disclaimer Subject to the other provisions in this provision, IL warrants to you, the original licensee, that the media on which the Software 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 Software will perform substantially in accordance with the user guide for a period of thirty (30) days from purchase. IL'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. IL does not warrant that the Software will be error free, nor that all program errors will be corrected. In addition, Image-Line Software makes no warranties if the failure of the Product results from accident, abuse or misapplication. All requests for warranty assistance shall be directed to IL at the following address: Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, Belgium.
The express warranty set forth in the above provision is the only warranty given by IL with respect to the entire product package including Software and Demo Songs and all accompanying files, data and materials IL makes no other warranties. IL disclaims all warranties, either express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose or title or warranty of non-infringement of any intellectual property or warranty against computer viruses. IL does not represent nor warrant that any service will at any moment be uninterrupted or fault-free. Good data processing, data transformation or data modelling procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the program. This disclaimer of warranty constitutes an essential part of the agreement. In no event shall IL, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, be liable for any incidental, consequential, or punitive damages whatsoever relating to the use of the Software, the Demo Songs, or your relationship with IL. In addition, in no event does IL authorize you to use the Software in applications or systems where the Software's failure to perform can reasonably be expected to result in a significant physical injury, or in loss of life. Any such use by you is entirely at your own risk, and you agree to hold IL harmless from any claims or losses relating to such unauthorized use. Indemnity You agree to defend, indemnify and hold harmless IL, or its agents, principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, for any claim, demand or action made by any third party, irrespective of the nature of the claim, demand or action, alleging loss, costs, damages, expenses, or injury (including injury from death) resulting from your authorized or unauthorized use, possession, modification, or alteration of the Software or the Demo Songs. IL reserves the right to defend or settle itself, without your consent, of the claims, demands or actions brought against IL, its agents, principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, at your expenses, including all associated costs, expenses and liabilities, including, without limitation, attorneys' fees and you will provide all useful assistance, at your own cost, to IL in defending or settling the claims, demands or actions and assume all liability.
Non Assignment You may not assign or try to assign or sublicense or otherwise deal with any of the rights and obligations under this EULA. Complete Agreement This Agreement is the complete statement of the Agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements. Privacy Policy IL respects and protects your privacy. The information collected during the installation, use or distribution of the Software will be used for the sole purpose of the proper functioning of the IL services. IL fully complies with the Belgian law of December 8, 1992, on privacy protection in relation to the processing of personal data as modified by the law of December 11, 1998, implementing the European directive of October 24, 1995. Unless otherwise agreed, IL shall not sell nor transfer your personal data to any third party. All requests about privacy should be sent at info@flstudio.com. Waiver The failure of IL to exercise or enforce any of its rights under this EULA is not to be taken as or deemed to be a waiver of that right.
Severability Part or all of any clause of the EULA that is unenforceable, invalid or illegal will be severed from this EULA and will not in any way affect the validity, legality and enforceability of the remaining provisions contained herein. Any such unenforceable, invalid or illegal provision, term or condition shall be reformed only to the extent necessary to make it enforceable, valid or legal and shall be substituted by a new provision which reflects the original purpose and comes as close as possible to the original purpose of the invalid, illegal or unenforceable provision term or condition upon which the parties can agree upon without violation of any law or statutory provision.
Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not apply to this License. Amendment of the Agreement IL shall have the right to amend, modify or alter the present EULA from time to time without prior notice.
Applicable Law and Jurisdiction The enforceability, construction, interpretation, and validity of this EULA shall be governed by the laws of Belgium. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts located in Ghent (Belgium), and you consent to such jurisdiction and court. End User Acknowledgement You acknowledge that you have read and understood this EULA and agree to be bound by its terms. The express terms of the EULA are in lieu of all implied warranties of merchantability, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law. II. Educational single user license Offer to contract This is an offer to contract. Read the following terms and conditions carefully before even installing, using, copying, transmitting or distributing this product because by installing, using, copying, transmitting or distributing this product, you agree to all of the terms of the Image Line End User License Agreement, as stated below. If you do not agree to any of the terms of this Image Line End User License Agreement then do not install, use, copy, transmit or distribute this (copy of the) product and promptly, in any case not later then five (5) working days after the date of purchase of or payment for the product(s) as evidenced by your order confirmation, receipt, or invoice, return the product unused along with a copy of order confirmation, receipt, or invoice an d a notice of disagreement to Image Line bvba, Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, BELGIUM. A duly returned product together with a complete ‘Letter of Destruction’, will be promptly refunded. If you can not comply to any of the terms of this Image Line End User License Agreement due to statute, judicial order, or regulation, then you must (i) send a printed copy of the EULA back to Image Line, (ii) cite the statute or regulation that prohibits you from adhering to the EULA, and (iii) describe the limitations and the clause they affect. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill at computer programming to be able to understand it. Except to the extent prohibited by statute or regulation, in which case you have to comply with the terms of this EULA to the maximum extent possible, the installation, use, copy, distribution or modification of this software is subject to the acceptance of Image Line of the changed clauses. You may not install, use, copy, transmit or distribute this product than after you received a signed copy of the changed Image Line End User License Agreement. Image Line End User License Agreement This is an End User License Agreement, hereinafter referred to as EULA, between Image Line b.v.b.a. (limited liability company) registered in Belgium (N° RPR 0452.440.860), with registered office at Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, BELGIUM (hereinafter referred to as IL) and You, that applies, if not specified otherwise, to (i.) present and future versions of FL STUDIO and related software products as well as any updates, upgrades or maintenance releases of that software that are distributed by IL, hereinafter referred to as the Software; and (ii.) the demo song contained in the product package of the Software, including but not limited to digitally recorded sounds, MIDI or FLStudio-format song files, rhythm patterns or patches and digitally reproduced music, hereinafter referred to as the Demo Songs. “You” or “your” means you or of you, as an individual or as a legal entity exercising rights under, and complying with all of the terms of, this EULA. For legal entities, "you" includes any entity that controls, is controlled by, or is under common control with you. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. You expressly declare and warrant that you have the legal authority and capacity to enter into this EULA and that the information that has been and will be provided to IL is true and complete and that you will update such information promptly in case of changes. Unless you have a different license agreement signed by IL your installation, use, copy, distribution or modification of the Software indicates your acceptance of all of the terms of this EULA. This EULA identifies the terms under which you may install, use, copy, distribute or modify the Software. Your User Rights For as long as you are not in breach of the EULA and in consideration of payment of the license fee, IL hereby grants you, a personal, non-exclusive, non-transferable and revocable license, being the right to use this copy of the Software (and its user manual) as a single person who uses the Software personally on one or more computers or workstations. The Software is licensed, not sold. You may personally access this copy of the Software through a network, provided that you as well as any other person who accesses this copy through the network has obtained a separate personal license, regardless of whether the Software is used at different times or concurrently. Any, even non-simultaneous, use by multiple people of a personally licensed copy of the Software is strictly prohibited. This is not a concurrent use license. You may personally make one (1) back-up copy insofar as it is necessary for the use you may make of the Software. You expressly declare that IL has provided you with a (online) user manual which describes the operation and operating procedures for the Software. This license explicitly does not include training or assistance or any other activities with respect of the utilization of the Software. You shall be responsible for installation of the Software on the computer(s) or workstation(s) and shall advise proper configuration of the hardware used, preparation of back-ups, and operating methods. Property Rights The Software and the Demo Songs, in its entirety and each part of it, are protected by Belgian copyright laws, international treaty provisions (Convention of Bern) and European Directives. You acknowledge and agree that the Software, including but not limited to the source code, the structure and organization, and the Demo Songs in its entirety and each part of it, are proprietary to IL and/or its partners and that IL and/or its partners retain exclusive ownership of all right, title and interest in and to the Software, Demo Songs, documentation and trademarks. As producer(s) of the databases contained in the Software and the product package of the Software IL and/or its partners retain all sui generis rights in the content. Notwithstanding the foregoing, IL shall in no event claim ownership rights to new and original music made by using the Software. You shall not remove, modify, destroy or obscure any proprietary, trademark or copyright markings or notices. You will take all reasonable measures to protect IL’s proprietary rights in the Software, the Demo Songs, documentation and devices. You are not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises or licenses with respect to the Software or the Demo Songs. All rights of any kind in the Software and the Demo Songs, which are not expressly granted in this EULA, are entirely and exclusively reserved to and by IL and/or its partners. Your Obligations Without restricting the generality of the foregoing you shall not, nor give anyone permission to (i) rent, lease, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, (ii) you may not make access to the Software available to others in connection with a service bureau, application service provider, or similar business, (iii) not alter or modify the Software, (iv) not export nor re-export the Software either directly or indirectly, without the prior written consent of IL and without export license required, (v) abide by all laws in the course of using the Software and not to use the Software for illegal purposes, and in general to use the Software in good faith and under conditions that can be considered as normal use, (vi) take all commercially reasonable precautions to prevent unauthorized use or misuse of the Software, (vii) be liable, to the extent possible by law, for holding IL and/or its contractors harmless for damages resulting from unauthorized and/or non-compliant use of the Software within your area of control, (viii) make no copies of the Software or documentation. You shall also not, nor give anyone permission (i) to duplicate, rent, lease, modify, disassemble or create derivative works based on the Demo Songs, (ii) you may not synchronize the Demo Songs with any videotape or film, or print the Demo Songs in the form of standard music notation, (iii) use the Demo Songs for broadcast or transmission of any kind, resell or redistribute the Demo Songs "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 Demo Songs remain in their original form or are reformatted, mixed, filtered, re-synthesized or otherwise edited, (iv) abide by all laws in the course of using the Demo Songs and not to use the Demo Songs for illegal purposes, and in general to use the Demo Songs in good faith and under conditions that can be considered as normal use, (v) take all reasonable precautions to prevent unauthorized use or misuse of the Demo Songs, (vi) be liable, to the extent possible by law, for holding IL and/or its partners harmless for damages resulting from unauthorized and/or non-compliant use of the Demo Songs within your area of control. With regards to any third party software that may be incorporated in the Software, such as for example (but not limited to) the “Synthmaker” application, you shall not, nor give anyone permission to duplicate, rent, lease, alter, modify or disassemble the ‘third party software’, including the schematics, in any form or format whatsoever. Additionally, and without any prejudice to the above, you shall not create derivative works of the ‘third party software’ or the schematics contained in FL Synthmaker, including (but not limited to) the compilation of plugin’s (Synth, Effects, Dashboards, …) and/or give anyone permission to duplicate or download (even for free), such plugin’s. If you are an educational institution, for example (but not limited to) a school or university, and/or have acquired or have at any point the intent to use the Software for educational purposes, you acknowledge and accept that this EULA does not extend to the use of FL Synthmaker and the ‘third party software’ that is incorporated in the Software. You acknowledge and agree that such use of FL Synthmaker and the third party software is subject to a license agreement concluded by you with the concerned third party and you agree to contact Outsim Ltd. (www.synthmaker.co.uk) and conclude a separate License Agreement with them for the use of their “Synthmaker”-software for educational purposes and/or as a educational institution. Termination IL may immediately terminate this EULA without cause or notice, should your conduct fail to conform to the terms and conditions of this EULA or of any other agreement with IL. Upon termination, you will promptly return all copies (if any) of any and all Software to IL. You may not continue to use any portions of the Software in any way and under any circumstances this license has been terminated. You will not be entitled to any refund of amount paid for the use the Software, or any other amounts for any reason. Disclaimer Subject to the other provisions in this provision, IL warrants to you, the original licensee, that the media on which the Software 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 Software will perform substantially in accordance with the user guide for a period of thirty (30) days from purchase. IL'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. IL does not warrant that the Software will be error free, nor that all program errors will be corrected. In addition, Image-Line Software makes no warranties if the failure of the Product results from accident, abuse or misapplication. All requests for warranty assistance shall be directed to IL at the following address: Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, Belgium. The express warranty set forth in the above provision is the only warranty given by IL with respect to the entire product package including Software and Demo Songs and all accompanying files, data and materials IL makes no other warranties. IL disclaims all warranties, either express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose or title or warranty of non-infringement of any intellectual property or warranty against computer viruses. IL does not represent nor warrant that any service will at any moment be uninterrupted or fault-free. Good data processing, data transformation or data modelling procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the program. This disclaimer of warranty constitutes an essential part of the agreement. In no event shall IL, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, be liable for any incidental, consequential, or punitive damages whatsoever relating to the use of the Software, the Demo Songs, or your relationship with IL. In addition, in no event does IL authorize you to use the Software in applications or systems where the Software's failure to perform can reasonably be expected to result in a significant physical injury, or in loss of life. Any such use by you is entirely at your own risk, and you agree to hold IL harmless from any claims or losses relating to such unauthorized use. Indemnity You agree to defend, indemnify and hold harmless IL, or its agents, principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, for any claim, demand or action made by any third party, irrespective of the nature of the claim, demand or action, alleging loss, costs, damages, expenses, or injury (including injury from death) resulting from your authorized or unauthorized use, possession, modification, or alteration of the Software or the Demo Songs. IL reserves the right to defend or settle itself, without your consent, of the claims, demands or actions brought against IL, its agents, principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, at your expenses, including all associated costs, expenses and liabilities, including, without limitation, attorneys' fees and you will provide all useful assistance, at your own cost, to IL in defending or settling the claims, demands or actions and assume all liability. Non Assignment You may not assign or try to assign or sublicense or otherwise deal with any of the rights and obligations under this EULA. Complete Agreement This Agreement is the complete statement of the Agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements. Privacy Policy IL respects and protects your privacy. The information collected during the installation, use or distribution of the Software will be used for the sole purpose of the proper functioning of the IL services. IL fully complies with the Belgian law of December 8, 1992, on privacy protection in relation to the processing of personal data as modified by the law of December 11, 1998, implementing the European directive of October 24, 1995. Unless otherwise agreed, IL shall not sell nor transfer your personal data to any third party. All requests about privacy should be sent at info@flstudio.com. Waiver The failure of IL to exercise or enforce any of its rights under this EULA is not to be taken as or deemed to be a waiver of that right. Severability Part or all of any clause of the EULA that is unenforceable, invalid or illegal will be severed from this EULA and will not in any way affect the validity, legality and enforceability of the remaining provisions contained herein. Any such unenforceable, invalid or illegal provision, term or condition shall be reformed only to the extent necessary to make it enforceable, valid or legal and shall be substituted by a new provision which reflects the original purpose and comes as close as possible to the original purpose of the invalid, illegal or unenforceable provision term or condition upon which the parties can agree upon without violation of any law or statutory provision. Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not apply to this License. Amendment of the Agreement IL shall have the right to amend, modify or alter the present EULA from time to time without prior notice. Applicable Law and Jurisdiction The enforceability, construction, interpretation, and validity of this EULA shall be governed by the laws of Belgium. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts located in Ghent (Belgium), and you consent to such jurisdiction and court. End User Acknowledgement You acknowledge that you have read and understood this EULA and agree to be bound by its terms. The express terms of the EULA are in lieu of all implied warranties of merchantability, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law. III. Educational 5-user license Offer to contract This is an offer to contract. Read the following terms and conditions carefully before even installing, using, copying, transmitting or distributing this product because by installing, using, copying, transmitting or distributing this product, you agree to all of the terms of the Image Line Educational End User License Agreement, as stated below. If you do not agree to any of the terms of this Image Line Educational End User License Agreement then do not install, use, copy, transmit or distribute this (copy of the) product and promptly, in any case not later then five (5) working days after the date of purchase of or payment for the product(s) as evidenced by your order confirmation, receipt, or invoice, return the product unused along with a copy of order confirmation, receipt, or invoice and a notice of disagreement to the shop where you ordered our software. If you can not comply to any of the terms of this Image Line Educational End User License Agreement due to statute, judicial order, or regulation, then you must (i) send a printed copy of the EDUCATIONAL EULA back to Image Line, (ii) cite the statute or regulation that prohibits you from adhering to the EDUCATIONAL EULA, and (iii) describe the limitations and the clause they affect. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill at computer programming to be able to understand it. Except to the extent prohibited by statute or regulation, in which case you have to comply with the terms of this EDUCATIONAL EULA to the maximum extent possible, the installation, use, copy, distribution or modification of this software is subject to the acceptance of Image Line of the changed clauses. You may not install, use, copy, transmit or distribute this product than after you received a signed copy of the changed Image Line Educational End User License Agreement. Image Line 5-user Academic Lab Pack – Educational End User License Agreement This is an Educational End User License Agreement, hereinafter referred to as EDUCATIONAL EULA, between Image Line b.v.b.a. (limited liability company) registered in Belgium (N° RPR 0452.440.860), with registered office at Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, BELGIUM (hereinafter referred to as IL) and You, that applies, if not specified otherwise, to (i.) present and future versions of FL STUDIO and related software products as well as any updates, upgrades or maintenance releases of that software that are distributed by IL, hereinafter referred to as the Software; and (ii.) the demo song contained in the product package of the Software, including but not limited to digitally recorded sounds, MIDI or FLStudio-format song files, rhythm patterns or patches and digitally reproduced music, hereinafter referred to as the Demo Songs. “You” or “your” means you or of you, as an individual or as a legal entity exercising rights under, and complying with all of the terms of, this EDUCATIONAL EULA. For legal entities, "you" includes any entity that controls, is controlled by, or is under common control with you. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. You expressly declare and warrant that you have the legal authority and capacity to enter into this EDUCATIONAL EULA and that the information that has been and will be provided to IL is true and complete and that you will update such information promptly in case of changes. To the extent that you have not reached the age of legal majority: (i) your acceptance of this EDUCATIONAL EULA shall be made on your behalf by your parent or legal guardian; (ii) the rights granted hereunder shall be inapplicable if this EDUCATIONAL EULA has not been accepted on your behalf by your parent or legal guardian. IL offers the Software at a discounted price to you provided that you are an “Educational User”. The issuance of this EDUCATIONAL EULA is conditioned upon your current status as an Educational User. By the purchase of this Educational version of the Software, you have represented to IL that at the time of the purchase you are such an Educational User, namely either: (i) a current member of the faculty or staff of a recognised educational institution, or; (ii) a full- or part-time student currently enrolled at such a recognised educational institution. Unless you have a different license agreement signed by IL your installation, use, copy, distribution or modification of the Software indicates your acceptance of all of the terms of this EDUCATIONAL EULA. This EDUCATIONAL EULA identifies the terms under which you may install, use, copy, distribute or modify the Software. Your User Rights For as long as you are not in breach of the EDUCATIONAL EULA and in consideration of payment of the license fee, IL hereby grants you, a personal, non-exclusive, non-transferable and revocable license, being the right to use 5 copies of the Software (and its user manual) as a single person, company or institution who uses the Software on no more than 5 computers or workstations in an educational, academic environment. The Software is licensed, not sold. You may personally access these copies of the Software through a network, provided that you as well as any other person who accesses these copies through the network remains within the 5 user limitation, regardless of whether the Software is used at different times or concurrently. Any, even non-simultaneous, use by more than 5 people of the Software is strictly prohibited unless you own more 5-user Academic Lab Packs. You may personally make one (1) back-up copy of the Software into the local memory or storage device of a single computer insofar as it is necessary for the use you may make of the Software. You may use the Software on no more than 5 computers or workstations solely for individual and personal purposes, personal education and study including all other non-commercial activities that are consistent with your academic, teaching and research activities. Without limiting the generality of the foregoing, you may not use the Software for the purpose of conducting, or in connection with, any commercial purposes or business purposes, whether “profit” or “not-for-profit”. Any work performed or produced as a result of use of this Software cannot be performed or produced for the benefit of other parties for a fee, compensation or any other reimbursement or remuneration. This license and associated Software may not be assigned or transferred to another party, and any such attempted assignment or transfer will be null and void. IL may terminate this license in the event of any such attempted assignment or transfer. You expressly declare that IL has provided you with a (online) user manual which describes the operation and operating procedures for the Software. This license explicitly does not include training or assistance or any other activities with respect of the utilization of the Software. This license does not entitle you to receive upgrades or updates. You shall be responsible for installation of the Software on the computer(s) or workstation(s) and shall advise proper configuration of the hardware used, preparation of back-ups, and operating methods. Property Rights The Software and the Demo Songs, in its entirety and each part of it, are protected by Belgian copyright laws, international treaty provisions (Convention of Bern) and European Directives. You acknowledge and agree that the Software, including but not limited to the source code, the structure and organization, and the Demo Songs in its entirety and each part of it, are proprietary to IL and/or its partners and that IL and/or its partners retain exclusive ownership of all right, title and interest in and to the Software, Demo Songs, documentation and trademarks. As producer(s) of the databases contained in the Software and the product package of the Software IL and/or its partners retain all sui generis rights in the content. Notwithstanding the foregoing, IL shall in no event claim ownership rights to new and original music made by using the Software. You shall not remove, modify, destroy or obscure any proprietary, trademark or copyright markings or notices. You will take all reasonable measures to protect IL’s proprietary rights in the Software, the Demo Songs, documentation and devices. You are not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises or licenses with respect to the Software or the Demo Songs. All rights of any kind in the Software and the Demo Songs, which are not expressly granted in this EDUCATIONAL EULA, are entirely and exclusively reserved to and by IL and/or its partners. Your Obligations Without restricting the generality of the foregoing you shall not, nor give anyone permission to (i) rent, lease, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, (ii) you may not make access to the Software available to others in connection with a service bureau, application service provider, or similar business, (iii) not alter or modify the Software, (iv) not export nor re-export the Software either directly or indirectly, without the prior written consent of IL and without export license required, (v) abide by all laws in the course of using the Software and not to use the Software for illegal purposes, and in general to use the Software in good faith and under conditions that can be considered as normal use, (vi) take all commercially reasonable precautions to prevent unauthorized use or misuse of the Software, (vii) be liable, to the extent possible by law, for holding IL and/or its contractors harmless for damages resulting from unauthorized and/or non-compliant use of the Software within your area of control, (viii) make no copies of the Software or documentation. You shall also not, nor give anyone permission (i) to duplicate, rent, lease, modify, disassemble or create derivative works based on the Demo Songs, (ii) you may not synchronize the Demo Songs with any videotape or film, or print the Demo Songs in the form of standard music notation, (iii) use the Demo Songs for broadcast or transmission of any kind, resell or redistribute the Demo Songs "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 Demo Songs remain in their original form or are reformatted, mixed, filtered, re-synthesized or otherwise edited, (iv) abide by all laws in the course of using the Demo Songs and not to use the Demo Songs for illegal purposes, and in general to use the Demo Songs in good faith and under conditions that can be considered as normal use, (v) take all reasonable precautions to prevent unauthorized use or misuse of the Demo Songs, (vi) be liable, to the extent possible by law, for holding IL and/or its partners harmless for damages resulting from unauthorized and/or non-compliant use of the Demo Songs within your area of control. With regards to any third party software that may be incorporated in the Software, such as for example (but not limited to) the “Synthmaker” application, you shall not, nor give anyone permission to duplicate, rent, lease, alter, modify or disassemble the ‘third party software’, including the schematics, in any form or format whatsoever. Additionally, and without any prejudice to the above, you shall not create derivative works of the ‘third party software’ or the schematics contained in FL Synthmaker, including (but not limited to) the compilation of plugin’s (Synth, Effects, Dashboards, …) and/or give anyone permission to duplicate or download (even for free), such plugin’s. If you are an educational institution, for example (but not limited to) a school or university, and/or have acquired or have at any point the intent to use the Software for educational purposes, you acknowledge and accept that this EULA does not extend to the use of FL Synthmaker and the ‘third party software’ that is incorporated in the Software. You acknowledge and agree that such use of FL Synthmaker and the third party software is subject to a license agreement concluded by you with the concerned third party and you agree to contact Outsim Ltd. (www.synthmaker.co.uk) and conclude a separate License Agreement with them for the use of their “Synthmaker”-software for educational purposes and/or as a educational institution. Termination IL may immediately terminate this EDUCATIONAL EULA without cause or notice, should your conduct fail to conform to the terms and conditions of this EDUCATIONAL EULA or of any other agreement with IL. Any violation or any attempt to violate any of the terms and conditions of this license (including but not limited to commercial use of the Software) will automatically and by right terminate your rights under this EDUCATIONAL EULA. Upon termination, you will promptly return all copies (if any) of any and all Software to IL. You may not continue to use any portions of the Software in any way and under any circumstances this license has been terminated. You will not be entitled to any refund of amount paid for the use the Software, or any other amounts for any reason. In reliance of your representation as an Educational User, IL has charged you fees that have been discounted from its standard fee. If your representation proves to have been untrue, IL reserves the right to charge you, automatically and by right, a fixed amount of € 1.000,00 without prejudice to any and all other rights and remedies to which it is entitled. Disclaimer Subject to the other provisions in this provision, IL warrants to you, the original licensee, that the media on which the Software 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 Software will perform substantially in accordance with the user guide for a period of thirty (30) days from purchase. IL'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. IL does not warrant that the Software will be error free, nor that all program errors will be corrected. In addition, Image-Line Software makes no warranties if the failure of the Product results from accident, abuse or misapplication. All requests for warranty assistance shall be directed to IL at the following address: Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, Belgium. The express warranty set forth in the above provision is the only warranty given by IL with respect to the entire product package including Software and Demo Songs and all accompanying files, data and materials IL makes no other warranties. IL disclaims all warranties, either express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose or title or warranty of non-infringement of any intellectual property or warranty against computer viruses. IL does not represent nor warrant that any service will at any moment be uninterrupted or fault-free. Good data processing, data transformation or data modelling procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the program. This disclaimer of warranty constitutes an essential part of the agreement. In no event shall IL, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, be liable for any incidental, consequential, or punitive damages whatsoever relating to the use of the Software, the Demo Songs, or your relationship with IL. In addition, in no event does IL authorize you to use the Software in applications or systems where the Software's failure to perform can reasonably be expected to result in a significant physical injury, or in loss of life. Any such use by you is entirely at your own risk, and you agree to hold IL harmless from any claims or losses relating to such unauthorized use. Indemnification You agree to defend, indemnify and hold harmless IL, or its agents, principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, for any claim, demand or action made by any third party, irrespective of the nature of the claim, demand or action, alleging loss, costs, damages, expenses, or injury (including injury from death) resulting from your authorized or unauthorized use, possession, modification, or alteration of the Software or the Demo Songs. IL reserves the right to defend or settle itself, without your consent, of the claims, demands or actions brought against IL, its agents, principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, at your expenses, including all associated costs, expenses and liabilities, including, without limitation, attorneys' fees and you will provide all useful assistance, at your own cost, to IL in defending or settling the claims, demands or actions and assume all liability. Non Assignment You may not assign or try to assign or sublicense or otherwise deal with any of the rights and obligations under this EDUCATIONAL EULA. Complete Agreement This Agreement is the complete statement of the Agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements. Privacy Policy IL respects and protects your privacy. The information collected during the installation, use or distribution of the Software will be used for the sole purpose of the proper functioning of the IL services. IL fully complies with the Belgian law of December 8, 1992, on privacy protection in relation to the processing of personal data as modified by the law of December 11, 1998, implementing the European directive of October 24, 1995. Unless otherwise agreed, IL shall not sell nor transfer your personal data to any third party. All requests about privacy should be sent at info@flstudio.com. Waiver The failure of IL to exercise or enforce any of its rights under this EDUCATIONAL EULA is not to be taken as or deemed to be a waiver of that right. Severability Part or all of any clause of the EDUCATIONAL EULA that is unenforceable, invalid or illegal will be severed from this EDUCATIONAL EULA and will not in any way affect the validity, legality and enforceability of the remaining provisions contained herein. Any such unenforceable, invalid or illegal provision, term or condition shall be reformed only to the extent necessary to make it enforceable, valid or legal and shall be substituted by a new provision which reflects the original purpose and comes as close as possible to the original purpose of the invalid, illegal or unenforceable provision term or condition upon which the parties can agree upon without violation of any law or statutory provision. Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not apply to this License. Amendment of the Agreement IL shall have the right to amend, modify or alter the present EDUCATIONAL EULA from time to time without prior notice. Applicable Law and Forum The enforceability, construction, interpretation, and validity of this EDUCATIONAL EULA shall be governed by the laws of Belgium. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts located in Ghent (Belgium), and you consent to such jurisdiction and court. End User Acknowledgement You acknowledge that you have read and understood this EDUCATIONAL EULA and agree to be bound by its terms. The express terms of the EDUCATIONAL EULA are in lieu of all implied warranties of merchantability, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
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