UAD Spark: Get 20+ of the best UAD plug-ins for a low monthly price. Learn More ›

 

EULA AGREEMENT

Universal Audio, Inc. End User License Agreement

Read this document in French, German, or Japanese.

PLEASE READ THIS UNIVERSAL AUDIO, INC. END USER LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE INSTALLING THE SOFTWARE THAT ACCOMPANIES THIS AGREEMENT (THE "SOFTWARE").

THE SOFTWARE IS LICENSED NOT SOLD. IF (A) YOU OBTAINED A COPY OF THE SOFTWARE FROM UNIVERSAL AUDIO, INC. ("UA"), AN AUTHORIZED UA RESELLER (AS DEFINED IN SECTION 2(a) BELOW) OR A PERMITTED TRANSFEROR (AS DEFINED IN SECTION 3(a)(iv) BELOW) AND (B) THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT ARE ACCEPTABLE TO YOU, YOU MAY USE THE SOFTWARE AS PROVIDED IN SECTION 2 BELOW. YOU, PERSONALLY, SHALL BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT IN THE SAME MANNER AS IF YOU HAD SIGNED A WRITTEN AGREEMENT WITH UA; PROVIDED, HOWEVER, THAT IF YOU NOTIFY UA WHEN YOU CREATE YOUR ACCOUNT THAT YOU OBTAINED YOUR COPY OF THE SOFTWARE ON BEHALF OF AN ENTITY, THEN THAT ENTITY (THE "DESIGNATED ENTITY"), AND NOT YOU PERSONALLY, SHALL BE BOUND BY SUCH TERMS AND CONDITIONS. IN SUCH EVENT, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOUR DESIGNATED ENTITY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

IF (A) YOU DID NOT OBTAIN YOUR COPY OF THE SOFTWARE FROM UA, AN AUTHORIZED UA RESELLER OR A PERMITTED TRANSFEROR OR (B) THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT ARE NOT ACCEPTABLE TO YOU, NEITHER YOU NOR YOUR DESIGNATED ENTITY MAY USE THE SOFTWARE.

1. UA's Business

2. Your License Rights

3. Restrictions.

4. Hardware Terms.

Unlike the case of the Licensed Software itself (which the Customer licenses pursuant to the terms of this Agreement), the Customer must purchase (or otherwise lawfully acquire title to) each Permitted UA Hardware Device (whether directly from UA or through a third party). Customer's rights and obligations with respect to each such Permitted UA Hardware Device and any other UA hardware that Customer acquires in the future, shall not be governed by this Agreement, but instead shall be governed by: (a) the Limited Hardware Warranty that accompanied such hardware at the time Customer acquired such hardware (the "Accompanying Hardware Warranty") or (b), if (i) there was no Accompanying Hardware Warranty, or (ii) the Accompanying Hardware Warranty was less protective of UA's rights with respect to disclaimer, limitation of liability or ownership of intellectual property than the Limited Hardware Warranty, set forth at http://www.uaudio.com/support/warranty.html (the "Website Hardware Warranty"), then by the Website Hardware Warranty. The Accompanying Hardware Warranty and the Website Hardware Warranty (as applicable), as such terms may be amended by UA from time to time, in its sole discretion, are hereinafter referred to as the Hardware Warranty. Customer hereby consents to be bound by the applicable Hardware Warranty in the same manner as if Customer had signed such Hardware Warranty.

5. Term; Termination.

6. Disclaimer.

EXCEPT AS EXRESSLY SPECIFIED IN THIS AGREEMENT, NEITHER UA, NOR ANY UA LICENSOR OR AUTHORIZED UA RESELLER, MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIALS OR THE MEDIA ON WHICH THEY ARE RECORDED, AND HEREBY EXPRESSLY DISCLAIM: (A) THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND (B) ANY UNDERTAKING TO MAINTAIN ANY VERSION OF THE LICENSED SOFTWARE OR PROVIDE SUPPORT WITH RESPECT TO ANY VERSION THEREOF FOR ANY PARTICULAR PERIOD OF TIME. FURTHERMORE, NEITHER UA, NOR ANY UA LICENSOR OR AUTHORIZED UA RESELLER, WARRANTS OR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UA OR ANYONE PURPORTING TO SPEAK ON BEHALF OF UA SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (X) SHOULD THE LICENSED MATERIALS PROVE DEFECTIVE, CUSTOMER (AND NOT UA NOR ANY UA LICENSOR OR AUTHORIZED UA RESELLER) SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION AND (Y) IN NO EVENT SHALL CUSTOMER BE ENTITLED TO EXCHANGE THE LICENSED MATERIALS FOR OTHER SOFTWARE OR BE ENTITLED TO A REFUND OF ANY PORTION OF THE FEE PAID FOR THE LICENSED MATERIALS.

THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. CUSTOMER MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. UA DOES NOT SEEK TO LIMIT CUSTOMER'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. SEE SECTION 13 FOR JURISDICTION-SPECIFIC PROVISIONS.

The provisions of this Section 6 will survive the termination of this Agreement, howsoever caused, but this will not imply or create any continued right to use the Licensed Materials after such termination.

7. Limitation of Liability.

NEITHER UA, NOR ANY UA LICENSOR OR AUTHORIZED UA RESELLER, SHALL BE LIABLE TO CUSTOMER, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY CLAIM, LOSS, OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOST DATA, OR LOST FILES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE LICENSED MATERIALS, OR THE PERFORMANCE OR OPERATION OF THE LICENSED MATERIALS, EVEN IF UA, OR THE UA LICENSOR OR AUTHORIZED UA RESELLER (AS APPLICABLE), HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UA OR A UA LICENSOR OR AUTHORIZED UA RESELLER'S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE APPLICABLE LICENSED MATERIALS.

THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN CUSTOMER'S JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS. CUSTOMER MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. UA DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO THE EXTENT NOT PERMITTED BY LAW. SEE SECTION 13 FOR JURISDICTION-SPECIFIC STATEMENTS.

The provisions of this Section 7 will survive the termination of this Agreement, howsoever, caused, but this will not imply or create any continue right to use the Licensed Materials after such termination.

8. Connection of Licensed Material to UA of Third Party Domain; Privacy Policy.

9. Compliance with Licenses.

If Customer is an entity (as opposed to an individual), Customer agrees that UA or its authorized representative have the right, no more than once every twelve (12) months, upon seven (7) business days' prior notice to Customer, to inspect Customer's records, systems, and facilities to verify that its use of the Licensed Materials is in conformity with its valid licenses from UA. Additionally, Customer shall provide UA with all records and information requested by UA in order to verify that its use of the Licensed Materials is in conformity with its valid licenses from UA within thirty (30) days of UA's request. UA's audit rights as set forth in this Section 9 are in addition to any license validation checking that may be performed by the Licensed Materials.

10. Export Rules.

Customer acknowledges that the Licensed Materials are subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the "Export Laws") and that Customer will comply with the Export Laws. Customer will not ship, transfer, export, or re-export the Licensed Materials, directly or indirectly, to: (a) any countries that are subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, an "Embargoed Country"); (b) any end user whom Customer knows or has reason to know will utilize them in the design, development, or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a "Prohibited Use"); (c) or any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each, a "Sanctioned Party"). In addition, Customer is responsible for complying with any local laws in Customer's jurisdiction which may impact Customer's right to import, export or use the Licensed Materials. Customer represents and warrants that Customer: (x) is not a citizen of, or located within, an Embargoed Country; (y) will not use the Licensed Materials for a Prohibited Use; and (z) is not a Sanctioned Party. All rights to use the Licensed Materials are granted on condition that such rights are forfeited if Customer fails to comply with the terms of this Agreement.

11. Notice to U.S. Government End Users.

12. Governing Law.

Except as set forth in Section 13 below, 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 California by California residents. This Agreement shall not be governed by the following, the application of which is hereby expressly excluded: (x) the United Nations Convention on Contracts for the International Sale of Goods, and (y) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction.

13. Specific Provisions and Exceptions.

This Section sets forth specific provisions related to certain products and components of the Licensed Materials as well as limited exceptions to the above terms and conditions. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, the terms stated in this Section will supersede such other term or condition.

EXCEPT AS EXPRESSLY AGREED BY UA OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, CUSTOMER'S USE OF UA'S ONLINE SERVICES AND THIRD PARTY ONLINE SERVICES IS AT ITS OWN RISK UNDER THE WARRANTY DISCLAIMER AND LIABILITY LIMITATIONS OF SECTIONS 6 AND 7.

14. Non-Disparagement.

Customer agrees that Customer shall not make any public statement about, nor publish in any chat room, online forum or other media, any content about, UA or any UA Licensor or Authorized UA Reseller that damages (or is intended to damage) that party's reputation.

15. Miscellaneous.

If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, that provision or part thereof shall be enforced to the maximum extent permissible so as to fulfill the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the use of the Licensed Materials, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to, or modification, of this Agreement will be binding unless in writing and signed by a duly authorized representative of UA.

Should you have any questions concerning this Agreement, please contact UA at 4585 Scotts Valley Drive, Scotts Valley, CA, 95066 USA or at +1-831-440-1176 or at www.uaudio.com.

Copyright ©2022 Universal Audio, Inc. All rights reserved.

UA owns certain trademarks (or applications therefor) that are used in connection with the UA Software Products and/or the UAD Platform (together “UA Marks”), including, without limitation.

1176, 1176LN, 175-B, 176, APOLLO, APOLLO TWIN, ARROW, ASTRA MODULATION MACHINE, BOCK, BOCK AUDIO and BOCK AUDIO logo, CENTURY TUBE CHANNEL STRIP, CYCLOSONIC PANNER, DREAMVERB, DYTRONICS, EQP-1A, GOLDEN REVERBERATOR, GOLDEN REVERBERATOR & UA Diamond Design, GOLDEN REVERBERATOR & UA Diamond Design (Series), HELIOS, LA-2A, LUNA, OPAL, OX, OX AMP TOP BOX & Design, OXIDE, POWERED PLUG-INS, RAYMOND, SHAPE, SOUNDELUX and SOUNDELUX USA logo, SPHERE, STARLIGHT ECHO STATION, TELETRONIX, THE AUTHENTIC SOUND OF ANALOG, TOWNSEND LABS, TRI-STEREO CHORUS, U UNISON PREAMPS & Design, UA Diamond Design, UAD, UAD 2 POWERED PLUG-INS, UAD-2 LIVE RACK, UNIVERSAL AUDIO, UNIVERSAL AUDIO and UA Diamond Design, BINSON, DREAM 65, FIL-TRON, RUBY 63, SETTING THE TONE SINCE 1958, SOUNDELUX USA, UAFX (Stylized), UNIVERSAL AUDIO APOLLO, UNIVERSAL AUDIO UAD, VOLT UNIVERSAL AUDIO and UA Diamond Design, VOLT UNIVERSAL AUDIO and UA INC. Diamond Design, WATERFALL B3, WOODROW 55

Unless otherwise agreed to in writing under a separate agreement, Customer shall have no interest in any UA Mark and UA will remain the sole and exclusive owner of all right, title and interest in all UA Marks and all applications, reissuances, divisions, re-examinations, renewals or extensions thereof.

Other company and product names mentioned herein are trademarks of their respective owners.

Effective March 8, 2022