End User License Agreement
This End User License Agreement (the “Agreement”) is a legally enforceable contract between you (either an individual or an entity) and QSC Audio Products, LLC (“QSC”) regarding your use of QSC’s software accompanying or provided under this Agreement (“QSC Software”) and related documentation (the “Documentation”).
IMPORTANT: PLEASE READ CAREFULLY BEFORE USING THE QSC SOFTWARE. BY CLICKING ON THE “ACCEPT” BUTTON, DOWNLOADING THE QSC SOFTWARE, OPENING THE PACKAGE THAT CONTAINS THE QSC SOFTWARE, OR USING THE EQUIPMENT ON WHICH THE QSC SOFTWARE IS INSTALLED, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OR ALL OF THE TERMS OF THIS AGREEMENT, AND (A) ARE INSTALLING OR DOWNLOADING THE SOFTWARE, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION OR DOWNLOADING PROCESS, AS APPLICABLE, WILL NOT CONTINUE, OR (B) SOFTWARE WAS INSTALLED ON THE EQUIPMENT THAT YOU PURCHASED, PLEASE DO NOT USE THE EQUIPMENT.
1. Grant of License. Subject to the terms and conditions of this Agreement, QSC grants you a non-exclusive, non-sub licensable, non-assignable limited right and license to (a) use the QSC Software in the following manner: (i) if the QSC Software is installed on equipment that you purchased, only to use as installed on such equipment, (b) if the QSC Software is downloaded from the QSC website, only to install and use on the equipment for which the QSC Software is made available by QSC, and (c) if the QSC Software accompanies the equipment that you purchased, only to install and use on such equipment, and (ii) use the Documentation only in connection with the aforesaid use of the QSC Software.
2. Ownership. You acknowledge that the QSC Software is the intellectual property of, and is owned by, QSC and its licensors. The structure, sequence and organization, algorithms and programming techniques of the QSC Software are the valuable trade secrets and confidential information of QSC and its licensors. QSC Software is protected by patents and copyright, including without limitation by United States copyright law, international treaty provisions and applicable laws in the country in which it is used. You acknowledge that QSC, or its licensors, retain the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the QSC Software. You will take no actions, which adversely affect QSC’s intellectual property rights in the QSC Software. This Agreement is a license and not an agreement for sale. No title to, or ownership of, the QSC Software, or any intellectual property rights subsisting therein, is transferred to you.
3. Restrictions. QSC Software is licensed solely for your internal use as permitted above and any other use including for third parties is expressly prohibited. QSC and its licensors reserve all rights not expressly granted to you in this Agreement. Without limiting the generality of the foregoing, you shall not nor shall you permit any other party to: (i) make copies of the QSC Software except as expressly set forth in this Agreement, or (ii) disassemble, decompile, reverse engineer, or translate any part of the QSC Software, or otherwise attempt to reconstruct or discover the source code of the QSC Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, or (iii) modify or create derivative works based upon the QSC Software, or (iv) externally distribute, sublicense, resell, encumber or otherwise transfer the QSC Software, or (v) rent, lease, lend, or use the QSC Software, or any part thereof, for timesharing or bureau use, or (vi) allow a third party to copy, access, or use the Software (except as expressly provided in this Agreement), or (vi) alter or remove any copyright, trademark or other proprietary notice which may appear on the QSC Software, or (vii) take any action that would cause the QSC Software to be placed in the public domain or become subject to open source license agreement.
4. Disclaimer of Warranties. QSC SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. QSC makes no warranty regarding the QSC Software or the suitability, functionality or operation of the QSC Software. Without limitation, QSC does not warrant the performance level, results or capacity of the QSC Software when operated on any hardware or in conjunction with any third party programs or processes. QSC does not warrant that the functions contained in the QSC Software will meet your requirements or that the operation of the QSC Software will be uninterrupted or error-free. You assume the responsibility for selection of the QSC Software to achieve the results intended and for the installation, use, and results obtained from the use of the QSC Software.
5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL QSC OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE QSC SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF QSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWSOEVER CAUSED OR ARISING AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY. QSC'S ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED TEN US DOLLARS ($10.00). Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, QSC’s liability shall be limited to the greatest extent permitted by law.
6. Basis of Bargain. YOU ACKNOWLEDGE THAT QSC HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
7. No Support. Except as expressly required by applicable law, nothing in this Agreement entitles you to any support, maintenance or new versions of the QSC Software.
8. Updates. If provided, this Agreement will govern any updates and upgrades to the QSC Software, unless such updates and upgrades are expressly provided under a separate license agreement. You may use such updates or upgrades only in conjunction with your then-existing QSC Software licensed under this Agreement. The QSC Software and all updates and upgrades are licensed as a single product and such updates and upgrades may not be separated from the QSC Software to exceed the scope of your original license.
9. Third Party Software. QSC Software may contain components that are owned by third parties and licensed by QSC. You acknowledge that some of these components may be licensed under the so-called open source licenses. QSC may provide a list of such components for a particular version of the QSC Software upon your written request and the licenses under which these components are available. To the extent the terms of the licenses applicable to such components prohibit any of the restrictions in this Agreement, such restrictions will not apply to such components. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any open source license. YOU ACKNOWLEDGE THAT QSC MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE OR SUITABILITY OF ANY SUCH COMPONENT.
10. No Assignment: You may not transfer or assign the QSC Software or this Agreement to another party without the prior written consent of QSC. If such consent is given and you transfer or assign the QSC Software and/or this Agreement, then you must at the same time either transfer all copies of the QSC Software and Documentation to the same party or destroy any such materials not transferred. Except as set forth above, you may not transfer or assign the QSC Software or your rights under this Agreement.
11. Term and Termination: This Agreement is effective for the useful life of the QSC Software. However, this Agreement and license granted hereunder will immediately terminate, without notice, if you fail to comply with any term or condition of this Agreement. Upon termination, you must delete or destroy all copies of the QSC Software and Documentation in your possession. You may terminate this Agreement at any time by destroying the QSC Software and Documentation together with all copies and merged portions in any form.
12. Export Restrictions. You agree that the QSC Software may not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Regulations, or any other export laws, restrictions or regulations.
13. United States Government Legend. All technical data and computer software is commercial in nature and developed solely at private expense. Use, duplication or disclosure of the QSC Software by the U.S. Government is subject to "Restricted Rights", as that term is defined in the Department of Defense ("DOD") Supplement to the Federal Acquisition Regulations ("DFARS") in paragraph 252.227-7013(c)(1)(ii) if to the DOD, or, if the Software is supplied to any unit or agency of the U.S. Government other than DOD, the Government's rights in the Software shall be as defined in subparagraphs (c) (1) or (c)(2) of FAR 52.227-19, Commercial Computer Software -Restricted Rights; or FAR 52.227-14, Rights in General Data Alternative III, as applicable. You agree not to remove or deface any portion of any legend provided on any licensed program or documentation delivered to you under this License Agreement. Contractor/Manufacturer: QSC Audio Products, LLC, 1675 MacArthur Blvd., Costa Mesa, CA 92626 USA (Tel. 714-754-6175).
14. Governing Law; Venue. This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents and by the laws of the United States. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License Agreement. Each party, to the extent permitted by applicable law, (i) hereby irrevocably submits itself to and consents to the exclusive jurisdiction of the United States District Court for the Central District of California or the Superior Court of Orange County, California for the purposes of any suit, action or other proceeding in connection with any controversy, claim or dispute relating to this Agreement or to enforce a resolution, settlement, order or award made pursuant hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
15. Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.
16. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and QSC, supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by both parties.
17. Waiver. Failure or delay on the part of QSC to exercise any right, power, privilege, or remedy will not constitute a waiver of, or bar the later exercise of, that or any other right, power, privilege, or remedy of QSC.
18. No Strict Interpretation. No rule of strict construction shall apply against or in favor of either party in the construction and interpretation of this Agreement.
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