Please read this End User License Agreement (“EULA” or “Agreement”) carefully before installing the Polyverse Plugin software (the “Software”). All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
The Software is licensed not sold. If you have lawfully obtained an authorized copy of the Software from Polyverse Music Inc. (“PMI”) or another Authorized Source (as defined in s. 6 below), you have an “Authorized Copy” and you may use the Software in accordance with the terms of this Agreement. If you do not have an Authorized Copy of the Software, no rights are granted to you under this EULA and you may not use the Software.
Your installation of the Software confirms your acceptance of the terms of this EULA which is a binding legal agreement between you and PMI. If you do not agree with the terms of this Agreement, do not install the Software. If you agree to the terms of this Agreement, please keep a copy of this document for your reference.
Grant of License
This PMI License (“License”) is valid for one Authorized Copy of the Software. An Authorized Copy is a copy of the Software that has been legally obtained from PMI or another Authorized Source (as defined below in 6) directly. With this License, PMI grants you the right to use the Software in accordance with the terms of this Agreement.
PMI hereby grants you a worldwide, non-exclusive, non-sublicensable, non-transferable, revocable license to use each Authorized Copy of the Software on one computer at a time. You may install the Software on up to four (4) computers that you own; each additional installation of the Software requires an additional purchase of the Software and corresponding License. The Software is considered to be “in use” when it is loaded into the temporary or permanent memory of a computer and is being utilized or applied. Where the Software is installed on a network server, you must have an Authorized Copy and License for each concurrent use of the Software. Where the Software is an update to an earlier version of the Software (an ”Update”), you must have a valid License for the previous version of the Software in order to use the Update. Your installation or use of an Update confirms your acceptance of the license terms of the Update, and terminates your license of the previous version of the Software. For purposes of this Agreement, “Update” means a bug fix, upgrade, or other modification to the Software that PMI makes generally available to end users of the Software. This License Agreement expressly supersedes and replaces any other license agreement in respect of the Software.
PMI also grants you a worldwide, non-exclusive, non-sublicenseable, non-transferable, revocable license to use, and copy for personal use only, the written or electronic materials containing instructions and/or other information on the use of the applicable Software that PMI makes generally available to end users of such Software during the period in which you have a valid license for the Software (the “Materials”).
Restrictions on use of the Software
The rights granted to you under this License are limited. You may only use the Software as expressly permitted by this License. Specifically, you may not (and may not allow anyone else to):
copy or make copies of the Software, or any portion of the Software;
rent, sell, sublicense or otherwise grant access to the Software for commercial gain;
distribute or transfer the Software;
modify, translate, reverse engineer, decompile, disassemble, or in any way derive source code from the Software;
incorporate the Software into other software or hardware or make a derivative work of the Software;
attempt to circumvent technical measures in the Software that are intended to detect or prevent unlicensed use of the Software; or use the Software in a manner that infringes the intellectual property right of any other person.
Open Source Code
Ownership of Intellectual Property
PMI retains all right, title and interest in (i) the Software, the Updates and Materials, and (ii) all Intellectual Property Rights in the Software, Updates and Materials, subject only to the limited licenses granted pursuant to this Agreement and the exclusion of any Open Source Code. The know-how, method and computer code of the Software and any Updates are confidential trade secrets and Intellectual Property of PMI. The Intellectual Property Rights held by PMI are protected under law in the United States and internationally under treaty provisions. This Agreement grants only the license rights expressly set out herein. PMI reserves all other rights including all rights with respect to derivative products.
This License does not include any right to use any trademarks, brand names or logos of PMI or otherwise used in association with the Software (collectively, the “Marks”). You may not use any Marks without prior written authorization from PMI.
“Intellectual Property Rights” means all intellectual property rights recognized in the United States including copyright, patents, and trade secrets unless otherwise specified (excluding any open source software), whether currently existing or prospective, and all similar, corresponding, or equivalent rights recognized in another jurisdiction.
You may not make copies of the Software, nor use or authorize use of multiple copies of your license key. If a license key is found to be duplicate or in any other way unauthorized, PMI may immediately and without further notice to you, disable the original of such license key and all copies.
An “Authorized Source” is (i) Polyverse Music Inc.; and (ii) any third party distributor, reseller or retailer who is, at the time the Software is acquired, expressly authorized in writing by PMI to sell or otherwise distribute the Software.
Updates and Support
The Software is provided as available on the day it is purchased. PMI reserves the right to make changes to the Software, and any materials provided, without notice. PMI is not obligated to provide or make available any updates, additional information (technical or otherwise), Materials or support for the Software.
Data Collection and Privacy
Certain personal information (collectively, “Personal Information”), including your name, address, contact and billing information, is collected by PMI during the purchase process in order for you to purchase, receive, activate, and maintain the Software and the License.
Commencing with the download of the Software on a computer, and thereafter from time to time, certain additional non-personally identifying information and data is transmitted to PMI or its third party service providers, including the website link, the name of the product being activated, and the license key number. This information is required in order for you to use the Software, and is used by PMI to verify that the Software being used is an Authorized Copy with a valid and existing License.
PMI may share any Personal Information or other data collected in connection with your use of the Software if so required by law, if it believes it is necessary to comply with a court of competent jurisdiction or other legal requirements of any governmental authority, if it believes the disclosure of such information would potentially mitigate its liability in an actual or potential lawsuit, if it believes it is otherwise necessary to protect its rights or property, or if PMI sells its business to a third party.
PMI warrants that the Software will perform substantially in accordance with the accompanying Materials for a period of thirty (30) days from the date of receipt (“Limited Warranty”). Any implied warranties are also limited to thirty (30) days. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. This Limited Warranty is void if the Software’s failure to perform arises following a breach of this License by you, including any violations of the Restrictions of Use, accident, abuse, or misapplication of the Software. This Limited Warranty gives you specific legal rights; others may apply in your jurisdiction.
EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT, NEITHER PMI NOR ANY AUTHORIZED SOURCE MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE OR MATERIALS. PMI DOES NOT WARRANT THAT THE SOFTWARE IS OR WILL BE ERROR OR BUGFREE, THAT IT WILL CONTAIN CERTAIN FEATURES, THAT DEFECTS WILL BE CORRECTED, THAT IT WILL BE FREE OF VIRUSUS OR OTHER HARMFUL COMPONENTS, OR THAT IT WILL MEET YOUR REQUIREMENTS. PMI HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (I) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PMI EXPRESSLY DISCLAIMS ANY OBLIGATION TO MAINTAIN ANY VERSION OF THE SOFTWARE OR PROVIDE ANY SUPPORT FOR THE SOFTWARE. FURTHERMORE, NEITHER PMI NOR ANY AUTHORIZED SOURCE WARRANTS OR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR MATERIALS IN TERMS OF THEIR ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN ADVICE BY PMI OR AN AUTHORIZED SOURCE SHALL CREATE A WARRANTY OR ANY OBLIGATIONS ON PMI THAT CONFLICT WITH THIS DISCLAIMER, NOR INCREASE THE SCOPE OF THIS WARRANTY.
THIS DISCLAIMER OR WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. YOU MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. PMI DOES NOT INTEND TO LIMIT YOUR RIGHTS IN ANY WAY NOT PERMITTED BY LAW.
The provisions of this Section 10 shall survive the termination of this Agreement.
Upon written notice of a failure of the Software to meet the PMI Limited Warranty accompanied by a copy of the receipt confirming proof of purchase, PMI shall, at its election, either (a) replace of the Software, or (b) reimburse to you the purchase price paid for the Software. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. The foregoing remedies are your sole and exclusive remedies and PMI’s maximum liability.
Limitation of Liability
IN NO EVENT SHALL PMI, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE OR PRODUCT LIABILITY, FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF USE, OR BUSINESS INTERRUPTION), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PERFORMANCE, OR LACK OF PERFORMANCE OF, THE SOFTWARE, OR ARISING OUT OF ANY SUPPORT PROVIDED IN RESPECT OF THE SOFTWARE, EVEN IF PMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PMI OR AN AUTHORIZED SOURCE’S TOTAL LIABILITY FOR ALL DAMAGES UNDER ANY CAUSE OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
THE ABOVE LIMITATION AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS YOU MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. PMI DOES NOT SEEK TO LIMIT ITS LIABILITY BEYOND THAT PERMITTED BY LAW.
THE FOREGOING LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE, AND SHALL APPLY EVEN IF PMI HAS BEEN ADVISED OF THE POSSIBILITY OF CLAIMS, LOSSES OR DAMAGES EXCEEDING SUCH A LIMIT, AND SHALL APPLY REGARDLESS OF THE SUCCESS OF ANY OTHER REMEDIES PURSUED OR PERFORMED. THIS LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN YOU AND PMI.
The provisions of this Section 12 shall survive the termination of this Agreement.
Term. This Agreement is effective at the time you select and click the “Agree” button which permits the installation of the Software and shall continue in effect unless and until it is terminated pursuant to Section 13(b) below.
Termination. This Agreement will terminate automatically without notice from PMI if you fail to comply with any of the terms of this Agreement. In addition, PMI may terminate this Agreement immediately upon notice if it reasonably believes your use of the Software would violate any intellectual property right or any open source license. PMI may also suspend your rights under this Agreement if it reasonably believes that your use of the Software is unauthorized until proper authorization is verified.
Upon termination of this Agreement you must stop using the Software and Materials, and destroy any copies made.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within the State of California by California residents. This Agreement shall not be governed by (i) the United Nations Convention on Contracts for the International Sale of Goods, nor (ii) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction, the application of which are hereby expressly excluded.
Compliance with Licences
If the Software and the License have been acquired by a company or other entity, you agree that PMI shall have the right to inspect your records and systems to confirm that the terms of this License have been complied with, and, should such records be requested, you agree to provide to PMI or its agent all records reasonably required in order to verify compliance within thirty (30) days of written request by PMI.
The Software is subject to U. S. export laws, restrictions and regulations (“Export Restrictions”), and may not be transferred or exported to (i) any country that is subject to U. S. export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan and Syria) (each an “Embargoed Country”), (ii) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government (each a “Prohibited Party”), or (iii) any end user who you know or have reason to know will use the Software in the development of weapons, rockets, space launch or air vehicle systems, or other prohibited uses (each a “Prohibited Use”). You are responsible for complying with all local laws in your jurisdiction which may affect your right to use, import, or export the Software. You represent and warrant that you: (a) are not a citizen of, or located within, an Embargoed Country; (b) are not a Prohibited Party; and (c) will not use the Software or Materials for a Prohibited Use.
This Agreement shall be the sole and complete agreement between you and PMI regarding the Software, and expressly supersedes and replaces any other license agreement in respect of the Software. No amendment to, or modification, of this Agreement will be binding unless in writing and signed by a duly authorized representative of PMI.
You represent and warrant that you have read, understood, and agree to be bound by these terms, and, if you have purchased the Software for use by a company, you further represent and warrant that you are authorized to accept them on behalf of such company.
No Obligation to Enforce
No provision of this Agreement shall be construed as imposing on PMI any obligation to acquire, maintain, or file or defend any suit or action regarding the validity or infringement of any intellectual property licensed hereunder.
The waiver by either party of any breach of any provision of this Agreement shall not be deemed to be a waiver of any other or a subsequent breach of the same or different provision. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be enforced to the maximum extent possible, and the remaining provisions shall be enforced in accordance with their terms.
Sections 3, 4, and 9 to 20 shall survive the termination of this Agreement.
“I Wish”, “Manipulator”, “Gatekeeper” and “Infected Mushroom” are trademarks of Infected Mushroom and Mushroom Touring Inc. and used here under license.
“Comet” is a trademark of Polyverse Music Inc. and used here under license.
Should you have any questions regarding this EULA, please contact Polyverse Music Inc. at: 3887 Carpenter Ave., Studio City, CA 91604, U.S.A.
© 2021 Polyverse Music Inc. All rights reserved.