Software End User License Agreement

It is imperative that all the terms and conditions set forth in this End User License Agreement (“Agreement”) is read carefully prior to you clicking on the “Accept” button, using, downloading or installing Master Tones product or Software (as defined below).

1. By clicking on the “Accept” button, using, downloading or installing Master Tones licensed software or any data, data bases, algorithms, presets, technology ideas, information or documentation contained therein (collectively referred to as the “Software,” you hereby confirm that (1) you have read and accepted the terms and conditions of this Agreement, (2) this is a binding agreement between You, an individual or the organization or legal entity you represent (“You”, “Licensee”, “User” or "your") and Master Tones Company Limited (hereinafter referred to as “Master Tones”, “us”, “we” or “our”), (3) if you are an individual representing an organization or a legal entity, you warrant and represent that you have the binding legal authority and capacity to enter into this Agreement on behalf of such organization or legal entity, and (4) you understand that the Software shall only be used in accordance with the terms and conditions of this Agreement and all applicable laws and regulations.

2. The terms and conditions of this Agreement govern your use of the Software, and may be renewed, modified or amended by Master Tones from time to time. If material changes are made to the terms and conditions of this Agreement, we will notify You in advance via email, using the email address currently associated with your account. By continuing to use the Software, You give your express consent to the renewed, modified or amended terms and conditions of this Agreement.


License Grant

1. Upon payment of any applicable fees for the Software, Master Tones grants You a non-exclusive, perpetual, revocable, personal, non-sublicensable license to use the Software with the specific computer(s), CPU(s) and the E-mail which has been registered with Master Tones ("License"). 

2. If the Software is a Trial Version, notwithstanding the foregoing paragraph, Master Tones grants You a non-exclusive, revocable, personal, non-sublicensable license for a limited period of time to use the Software with the specific computer(s), CPU (s) and the E-mail which has been registered with Master Tones ("Trial Version License"). Unless otherwise expressly agreed by Master Tones in writing, the limited period for Trial Version License is 14 days commencing on the activation date. The terms and conditions in relation to the License, except otherwise specified, shall be applied to the Trial Version License.

3. The number of computers and CPUs on which you may use the Software depends on the plan for each Software and is specified on the products pages and the activation pages.


Payment

1. You acknowledge that the License granted to you under this Agreement are conditional on your timely payment of all applicable fees, including but not limited to, license fees, taxes or other charges, payable to Master Tones in connection with the Agreement.

2. All applicable fees should be paid immediately after you place an order. You understand that the payment for all applicable fees will be processed by third-party credit card processors.


Ownership

1. All rights, including but not limited to, copyrights, patents, trade secrets, trademarks, and any other intellectual property or other proprietary rights in the Software (including but not limited to, any images, photographs, animations, video, audio, music and text incorporated therein) are owned by Master Tones or its suppliers or licensors and are protected by the copyright, patent and other applicable laws of the Republic of China (Taiwan) and other countries, as well as by international treaty provisions. 

2. Master Tones retains all rights not expressly granted in this Agreement. You shall not remove any product identification, trademark, copyright or other notices contained in or on the Software.

3. VST3 is a trademark of Steinberg Media Technologies GmbH. AAX is a trademark of Avid Technology, Inc. Audio Units is a trademark of Apple Computer, Inc.


Restrictions

1. You may not modify, undo, decompile, adapt, change, alter, adjust, vary, revise, amend, rework, bend, transform, exchange, swap, replace, switch, convert, transmute, decrypt, disassemble, reverse engineer or in any other way attempting to discover the source code of the Software, except to the extent this restriction is expressly prohibited by applicable law, nor may You create derivative works of the Software based upon the Software, or permit third parties to do so.

2. You may not loan, rent, lease, charter, book, engage, reserve or sublicense the Software, or use the Software as a service bureau, as an application service provider, to perform consulting or training services for a third party or in any commercial time share arrangement.

3. You may permanently transfer your rights under this Agreement in accordance with the terms as set forth in the following "Transfers" Section, provided that You transfer this Agreement, the Software, and all accompanying printed materials to the transferee and retain no copies, and that the transferee agrees to the terms of this Agreement. Any such transfer must include the most recent update and all prior versions.


Updates

1. At its sole discretion, Master Tones may from time to time develop, change, expand, improve, enhance and provide Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively “Updates”).

2. Updates may also modify or delete in their entirety certain features and functionality. You agree that Master Tones has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You also agree to implement any Updates in a commercially reasonable time to the extent expressly requested by Master Tones.


Registration Information

1. Master Tones may collect your name and email address and certain information about your computer and other contact information that You choose to provide when You activate the Software in accordance with Master Tones Privacy Policy. 

2. Master Tones may use this information to contact You regarding new products and upgrades. 

3. Master Tones does not collect, hold, preserve, maintain, save or retain any financial information (such as credit card information).


Transfers

1. You may only transfer the Software which you have access to while being logged into your Master Tones account.

2. The transferee must have an active Master Tones account and the transferor may incur a transfer fee under certain circumstances.

3. Upon any transfer of the Software, You must deactivate the Software completely, and Your license will immediately and automatically be terminated.

4. Software rental is strictly prohibited. 

5. Upon transfer, You must deliver the original and all complete, partial or electronically stored copies of the Software and related documentation to the transferee. The transferee must accept this EULA as a condition to the transfer.


Limitation of Liability

1. To the maximum extent permitted by applicable law, in no event will Master Tones be liable to You or any third party for any indirect, incidental, special, consequential, exemplary, multiple or punitive damages, whether foreseeable or unforeseeable, of any kind whatsoever (including but not limited to, loss of profits, loss of goodwill, loss of business, lost or damaged data, loss of other assets or software or computer programs, downtime or costs of substitute products) arising from the license, delivery and/or use of the Software or any other act or omission of Master Tones in connection with this Agreement regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Master Tones has been advised, recommended, notified or instructed, either verbally or in writing, of the possibility of such damages.

2. To the maximum extent permitted by applicable law, in no event, will Master Tones be liable to You or any third party for any damages exceeding the aggregate amounts actually received by Master Tones for the Software licensing. This limitation of liability is cumulative and not per incident.


Termination and Survival

1. Master Tones may terminate this Agreement without notice:
(a) for your failure to comply with this Agreement or Terms of Service;
(b) in the event of a change of control or sale of Master Tones;
(c) in the event Master Tones otherwise goes out of business; and
(d) in the event Master Tones discontinues the Software.

2. You must immediately destroy or uninstall the Software together with all copies, adaptations and merged portions in any form upon termination.

3. The following Sections shall survive the termination of this Agreement: "Limitation of Liability", "Indemnification" and "General".


Cancellation and Refund Policy

1.You are entitled to the right to cancel the License within 14 days of order with a refund if the Software(s) has not been activated. You understand and agree that cancellations are not eligible for any refund once the Software(s) is activated and the right of cancellation with refund for distance sales as provided in Article 19 (1) of the Taiwan Consumer Protection Act does not apply to this Agreement.

2.Master Tones retains the right to refuse or cancel your order with a refund at any time for certain reasons, including but not limited to, product or service availability, errors in the description or price of the product or service, error in your order or other reasons. If fraud or an unauthorized or illegal activity is suspected, we reserve the right to refuse or cancel your order without any refund.


Indemnification

1. You agree to indemnify, defend and hold harmless Master Tones and its officers, directors, employees, agents, affiliates, successors, third party licensors, suppliers and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, reparations, or expenses of whatever kind.

2. This includes attorneys' fees, arising from or relating to your use or misuse of the Software or your breach of this Agreement.


General

1. The export of the Software from the Republic of China (Taiwan) and re-export from any other country is governed by the Republic of China (Taiwan) Department of Commerce.

2. You shall comply with all applicable export control and trade sanctions laws of the Republic of China (Taiwan) and all applicable export control and trade sanctions laws of such other countries. The Software shall not be exported or re-exported in violation of any such laws or regulations. 

3. This Agreement is the complete, comprehensive, all-inclusive, absolute and exclusive statement of the agreement between You and Master Tones and supersedes any proposal or prior agreement, oral or written, and any other communications relating to the subject matter of this Agreement.

4. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of China (Taiwan).

5. To the extent permitted by applicable law, any claims, legal proceedings or litigations arising out of this Agreement shall be brought solely in Taiwan Taipei District Court.

6. You agree that You will not bring any class action lawsuit against Master Tones or be a representative plaintiff or plaintiff class member in any such lawsuit, to the extent permitted by applicable law. 

7. The United Nations Convention of Contracts for the International Sale of Goods is expressly excluded and applied herein in all contexts.

8. The English language is the only legal language for this Agreement, and the English language shall be the controlling language in all respects, and all versions of this Agreement. Any other language or translation shall be for accommodation purposes only. Master Tones is not responsible for any error, mistake or omission of any translation of this Agreement.

9. If a provision of this Agreement is held to be invalid or unenforceable by any court, such invalidity or unenforceability shall not invalidate or render unenforceable the entire agreement, but rather this Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of each party shall be construed and enforced accordingly.

10. A waiver of any breach or default under this Agreement shall not constitute a waiver of any other right for subsequent breach or default.

11. Should You have any questions about this Agreement or Master Tones’ software use policies, or if You desire to contact Master Tones for any other reason, please email us at support@master-tones.com.

12. Please indicate that You understand and accept these terms by clicking the “Accept” option. Installation will terminate if You do not accept these terms.


Copyright (c) Master Tones COMPANY LIMITED.
All rights reserved.