EULA - End User License Agreement
IMPORTANT - READ CAREFULLY
This End User License Agreement ("Agreement") is a legal and binding agreement between you ("You", "Your", "User", "Licensee") and Last Sonic Frontier Srl d.b.a. Hypersamples ("Owner", "Licensor", "Hypersamples"). By purchasing, downloading, installing, activating, accessing or using our Product, You acknowledge that You have read, understood and agree to be bound by this Agreement. If You do not agree to this Agreement, You must not download, install or use the Product. If the Product has already been downloaded or installed, You must immediately cease all use and, as applicable, uninstall the Software and delete or destroy all copies of the Product in Your possession or control.
1. DEFINITIONS
"Sample Library" means Hypersamples sounds, samples, presets, their accompanying documentation and other related explanatory materials, together with any updates, modified versions or additional content supplied by Hypersamples in connection with them.
"Software" means any Hypersamples computer program, application, audio plug-in, installer or executable software, together with its accompanying documentation, presets, embedded content and materials, and any Updates, Upgrades, modified versions or new features provided by Hypersamples.
"Product" means, as applicable, a Sample Library, Software, or a package containing one or both of them.
This Agreement contains two distinct license types: the Sample Library License, which applies to Sample Libraries and their audio content, and the Software License, which applies to Software and audio plug-ins. Where a Product contains both a Sample Library and Software, each component is governed by the license terms applicable to that component. Provisions of this Agreement that are not expressly limited to one license type apply to both.
"License" means the license purchased or otherwise lawfully granted by Hypersamples pursuant to this Agreement. "You", "Your", "User" and "Licensee" mean the person or entity to whom the License was lawfully granted, including the person or entity that purchased the License or for whom the License was purchased. A single-user License authorizes use by one individual user only, even where the License is purchased by or on behalf of an entity.
"Update" means a bug fix, maintenance release, security update, compatibility update or other incremental improvement to the Software. "Upgrade" means a new major version, substantial feature release or other release that Hypersamples identifies as an upgrade.
"Output" means audio, music, sound, noise, render, recording or other media created by a Licensee through lawful use of the Software, excluding the Software itself and any Sample Library, preset, code or other protected component distributed by Hypersamples in an isolated or substantially extractable form.
2. SAMPLE LIBRARY LICENSE
Hypersamples hereby grants You a non-exclusive, non-transferable, single-user, perpetual license to use the Sample Library for use by the Licensee only, including the royalty-free use of all sounds in compositions such as songs, albums, records, remixes, commercials, jingles, production music libraries, post productions, commissioned pieces, soundtracks for film, theatre, musicals, TV and live performances. YOU MAY use the Sample Library on any commercial or non-commercial music release, broadcast, public performance, and reasonable musical purposes within musical compositions, without the prior written permission of Hypersamples. YOU MAY synchronize the sounds with audio and/or visual productions such as film, television, radio, computer/video games, Internet, and other media, as long as they are mixed with other content and not presented in isolation.
YOU MAY: (a) install the Sample Library on up to two computers you use; (b) physically transfer the Sample Library from one computer to another provided that it is used only by the Licensee; (c) make copies of the Sample Library, in machine-readable form, solely for backup purposes, provided You include all copyright and other proprietary rights notices on any backup copy and take all reasonable measures to protect the Sample Library from unauthorized copying or use.
YOU MAY NOT, for example, and not in limitation: (a) install, electronically transfer, share or post samples of the Sample Library on a network for use by multiple users, unless each user has purchased a license; (b) translate or otherwise alter the Sample Library without the prior written consent of Hypersamples; (c) remove or destroy any copyright notices or other proprietary markings of the Sample Library; (d) use the Sample Library to train artificial intelligence or machine learning systems, or to create content that is used to train artificial intelligence or machine learning systems; (e) merge the Sample Library into another program or create derivative sample-based products from the Sample Library or any part of it; (f) filter, combine, alter, modify, treat, mix, re-synthesize or otherwise edit the sounds for the purpose of making them available, whether in the format provided by Hypersamples or reformatted, as samples, multi-samples, soundsets, loops, wavetables, programs or patches in a sampler, game console, software, product, computer, microchip or any sample playback device, without the express written consent of Hypersamples; (g) use the samples in isolation in video game soundtracks, gaming machines and/or toys (for example, as "exposed" sound effects) without first obtaining a separate written license, which may be issued at the sole discretion of Hypersamples; or (h) sell, distribute and/or license "stems", "elements" or "work parts" that contain the isolated or "exposed" samples.
The use of a Hypersamples Sample Library (including samples and presets) for the creation of a sound library and/or collection of musical and/or sound effect samples and/or articulations, or as a sound library for any kind of virtual instrument, synthesizer, sample library, sound collection, sample-based product or other musical instrument, is strictly prohibited.
This License forbids any unauthorized re-distribution of the Sample Library through any means, including but not limited to renting, selling, sublicensing, sharing, leasing, loaning, training artificial intelligence or machine learning systems, distributing copies of the Sample Library or the programs or sounds it contains, or any other part of it, or the related documentation, except as expressly provided herein or as required by applicable mandatory law.
3. SOFTWARE LICENSE
Subject to this Agreement, Hypersamples grants You the non-exclusive right to install, activate and use the Software on a maximum of two computers. Each single-user License is for use by one Licensee only. Additional users, workstations, network use or organizational use require additional or multi-user licenses.
The Software may require registration, online or offline activation, a license key, a licensing service or a third-party license management system. You may not share activation credentials, license keys or accounts with unauthorized users, nor circumvent, disable, bypass or interfere with any licensing, activation, copy-protection or security mechanism.
You may make backup copies of the Software only to the extent reasonably necessary for lawful use. Nothing in this Agreement is intended to restrict any backup, testing, or other act that applicable mandatory law expressly permits notwithstanding a contractual restriction.
Except to the extent expressly permitted by applicable mandatory law, YOU MAY NOT: (a) copy, disclose, publish, export, distribute, rent, lease, lend, sublicense or otherwise make the Software available to any third party except as expressly permitted herein; (b) remove or alter any copyright, trademark or proprietary notice; (c) modify, translate, adapt, merge or prepare derivative works of the Software or its code; (d) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying structure, algorithms or non-public interfaces of the Software; (e) use the Software, its code, presets or embedded Hypersamples content to train artificial intelligence or machine learning systems; (f) use the Software in a service bureau, shared-hosting, rental or similar business where third parties directly access or operate the Software unless separately licensed; or (g) incorporate or embed the Software or any part of its code into another software or hardware product without Hypersamples' prior written permission.
Subject to the restrictions of this Agreement and any product-specific terms, Outputs lawfully created with the Software may be used in commercial or non-commercial audio, music, audiovisual and media productions without payment of additional royalties to Hypersamples. Any Sample Library content included in, bundled with or used through the Software remains subject to the Sample Library restrictions in this Agreement and may not be redistributed in isolation or in substantially extractable form.
3.1 Trial Version; Evaluation; Refunds
Hypersamples makes available a fully functional trial version of eligible Software prior to purchase, unless otherwise stated for a particular Product. The trial is provided so that prospective Licensees can evaluate the Software, including its features, workflow, performance, compatibility with their computer system, operating system, host application and software environment, and suitability for their intended purposes.
You are responsible for evaluating the Software and verifying applicable system requirements before purchase. Except where otherwise required by mandatory applicable law, paid License purchases are final and license fees are non-refundable. The availability or use of a trial version does not exclude or limit any statutory rights or remedies that cannot lawfully be excluded or limited.
3.2 Updates, Upgrades and Third-Party Components
Hypersamples may from time to time provide Updates or Upgrades. Unless otherwise required by mandatory applicable law or expressly promised in writing, Hypersamples is not obligated to provide any particular Update or Upgrade, and Upgrades may be subject to additional fees. Updates or Upgrades may change system requirements, compatibility, features, user interfaces, licensing technology or supported operating systems and host applications as part of reasonable product development, security or maintenance.
Some Software may include or depend upon third-party software, libraries, frameworks, codecs, services or other components. Such components may be subject to separate third-party license terms. Where separate third-party terms validly apply to a component, those terms govern that component to the extent required by the applicable third-party license. Applicable notices or licenses may be included with the Software, installer, documentation or website.
4. COPYRIGHT
The Product and accompanying material are copyrighted and are protected by applicable intellectual property laws and treaties. Hypersamples monitors soundware and software releases and the Internet to check for copyright infringement and reserves the right to pursue piracy and copyright violations to the fullest extent permitted by law.
5. OWNERSHIP
The License granted hereunder does not constitute a transfer or sale of ownership rights in or to the Product. Except for the license rights expressly granted above, this Agreement does not grant You any ownership or intellectual property rights in the Product. Hypersamples retains all right, title and interest in and to the Product, including all intellectual property rights therein. All rights not expressly granted herein are reserved.
6. DISCLAIMER OF WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. HYPERSAMPLES AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, CONTINUOUS OR UNINTERRUPTED PERFORMANCE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, COMPATIBILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
THE DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL AND MATERIAL PART OF THIS AGREEMENT. HYPERSAMPLES DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT THE PRODUCT WILL OPERATE WITH EVERY COMPUTER, OPERATING SYSTEM, HOST APPLICATION, THIRD-PARTY SOFTWARE OR HARDWARE CONFIGURATION, THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT EVERY DEFECT OR ERROR WILL BE CORRECTED.
The Licensee acknowledges that software defects cannot be completely ruled out and that a trial version is made available for eligible Software specifically to permit evaluation of functionality, performance, compatibility and suitability before purchase. The Licensee is responsible for maintaining appropriate backups of projects, data and systems and for the correct configuration and use of the Software.
7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL HYPERSAMPLES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH A PRODUCT, ITS USE OR INABILITY TO USE IT, OR THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE LICENSEE TO HYPERSAMPLES FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS ARISING OUT OF OR RELATING TO THAT SPECIFIC PRODUCT.
IN NO EVENT SHALL HYPERSAMPLES, ITS LICENSORS, SUPPLIERS, AGENTS, DISTRIBUTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR ANYONE ELSE INVOLVED IN THE PRODUCTION, DEVELOPMENT, CREATION OR DELIVERY OF THE PRODUCT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, PROJECTS, WORK PRODUCT, GOODWILL OR PRODUCTION, BUSINESS INTERRUPTION, WORK STOPPAGE, LOSS OF USE, REPLACEMENT COSTS, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR RELATING TO THE PRODUCT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF HYPERSAMPLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. INDEMNITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, You shall indemnify and hold harmless Hypersamples, its officers, employees, contractors, licensors and suppliers from and against third-party claims, damages, liabilities, costs and reasonable legal fees arising out of or relating to: (a) Your use, distribution, copying or exploitation of the Product in violation of this Agreement; (b) unauthorized redistribution, sublicensing, transfer, sharing, circumvention of licensing or security measures, or other unauthorized use of the Product; (c) Your use of the Product not expressly authorized in this Agreement.
9. TERM AND TERMINATION
The License becomes effective when You first accept this Agreement, purchase, download, install, activate, access or use the Product, whichever occurs first, and will remain in force until terminated, subject to any different term expressly stated at the time of purchase.
You may terminate the License at any time by permanently ceasing all use of the Product and, as applicable, uninstalling the Software and deleting or destroying all copies of the Product in Your possession or control. Except where mandatory applicable law provides otherwise, termination by You does not entitle You to a refund of license fees already paid.
To the extent permitted by applicable law, the License will automatically terminate if You materially fail to comply with any term or condition of this Agreement. Upon termination, You shall immediately cease all use of the Product and, as applicable, uninstall the Software and delete or destroy all copies of the Product in Your possession or control. Hypersamples may also disable or revoke activation credentials associated with a terminated License where technically applicable and legally permitted.
Termination does not affect rights or liabilities accrued before termination. Sections that by their nature are intended to survive termination, including restrictions on redistribution, ownership, intellectual property, limitation of liability, indemnity and general provisions, shall survive termination to the extent applicable.
10. ASSIGNMENT
This Agreement is personal to the Licensee and is intended solely for the benefit of the parties; there are no third-party beneficiaries except where expressly stated. The License and this Agreement are non-transferable by the Licensee. The Licensee may not assign, sublicense or otherwise transfer this Agreement or the License, except to the extent such restriction is prohibited by applicable mandatory law.
Hypersamples may assign this Agreement and/or delegate its obligations to an affiliate, successor, purchaser of its business or assets, or other third party.
11. GENERAL
11.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Italy, without regard to conflict-of-laws principles, together with any directly applicable law of the European Union.
11.2 Entire Agreement; No Waiver
This Agreement constitutes the entire agreement between You and Hypersamples with respect to the Product and supersedes prior or contemporaneous communications concerning the licensing and use of the Product, except for any product-specific terms, third-party licenses or written agreement expressly stated to supplement or override this Agreement. A failure by Hypersamples to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.
11.3 Changes to this Agreement
Hypersamples reserves the right to revise, amend, update or otherwise modify this Agreement from time to time, to the maximum extent permitted by applicable law, for valid reasons including changes in law or regulation; legal or regulatory compliance; security; prevention of misuse, fraud or infringement; technical or operational requirements; compatibility; distribution methods; licensing or activation systems; third-party platform, provider or component requirements; changes to the Product or related services; or reasonable clarification and improvement of licensing terms and industry best practices.
Hypersamples will provide reasonable notice of material changes by email, through the Software, through the Licensee's account, on the Hypersamples website, or by other reasonable electronic means. Where mandatory law requires notice on a durable medium or imposes additional requirements for a modification, Hypersamples will comply with those requirements. Unless otherwise required by applicable law, a revised Agreement will become effective on the date stated in the applicable notice.
To the maximum extent permitted by applicable law, Your continued access to or use of the Product after the effective date of a revised Agreement constitutes acceptance of the revised Agreement. If a revised Agreement is lawfully applicable to You and You do not agree to it, You must cease using the affected Product and, as applicable, uninstall the Software and delete or destroy all copies in Your possession or control. Any mandatory statutory right to terminate, retain an unmodified version, obtain a remedy or otherwise object to a modification remains unaffected.
11.4 Severability
If any provision of this Agreement is held invalid, unlawful or unenforceable, that provision shall be enforced to the fullest extent permitted by applicable law or, where appropriate, severed, and the remainder of this Agreement will continue in full force and effect to the extent it can continue without the affected provision.
11.5 Jurisdiction
For any dispute arising out of or relating to this Agreement involving a Licensee, the Courts of Milan, Italy, shall have exclusive jurisdiction, and the Licensee consents to such jurisdiction.
11.6 Contact
Questions regarding this Agreement may be sent to: office@hypersamples.com.