1. INTRODUCTION

This End User License Agreement ("EULA") represents a legal contract between you and Embertone LLC. By downloading and installing any Embertone Product, you are acknowledging your agreement to the terms and conditions presented within this EULA. If you do not agree to the following terms and conditions, you must remove all Embertone products from any data storage devices on which you have installed it.

2. CONSENT

When you click the “accept” button, when you install or use our software, you are consenting to be bound by, and are becoming a party to this agreement. If you do not agree to (or cannot comply with) all of the terms of this agreement, you will not be authorized to use or have any license to any part of the software. Additionally, you are representing to owner that you are of legal age to enter into this agreement and will fully comply with its terms.

3. SOFTWARE LICENSE

Our Software is intended only for your personal use, in the development of audio sound, spoken work, music cues, arrangements, mockups, and general composition, and for use in audiovisual works. You are not permitted to sell, sublicense, share, or transfer rights to the Software to any third party. You may not, for example, and not in limitation, decompile, reverse engineer, or disassemble the Software. The Software, including, but not limited to, all code, data, images, sounds, text, screens, interfaces, derivative works and all other elements of the Software may not be copied, shared resold, rented, leased, uploaded to any computer system and/or network, distributed (electronically or otherwise), or otherwise used except as expressly authorized hereunder. Owner retains all right, title and interest in and to the Software including all intellectual property rights embodied therein and derivatives thereof. As between you and Owner, the Software and accompanying Audio Samples, Graphics, Name, Logo, Trademarks, Scripting and Features are and remain the exclusive property of Owner, and are licensed, not sold, to you for use in your hardware and software only as provided in this Agreement. All rights not expressly granted are reserved exclusively by Owner.

A library of audio samples (the “Samples”) are one element of the Software. These Samples are provided for your use only with the Software, for use as musical instruments and sound design elements, and as tools for integration into, or use in development of musical compositions. Samples are not to be resold, sublicensed, or otherwise distributed, except as expressly provided herein.
There is no special permission needed to embed Embertone sound samples into your commercial recordings, music, sound design, post production, or other creative content. However, this license expressly forbids the use of any Embertone library in the production of any other sample library or virtual instrument without our express written consent.

You are NOT allowed to:
- Upload or distribute any Embertone product or the containing audio samples to any server or torrent site.
- Use any Embertone products’ audio samples or patches to create other sample libraries.

4. TERM AND TERMINATION

The license granted in this Agreement is effective until terminated. You may permanently end the license at any time by destroying the Software (including the related documentation, if any). Owner will have the right to terminate the license granted herein immediately if you fail to comply with any term or condition of this Agreement. The license granted to you herein will terminate automatically upon any breach of Section 3. Upon termination of this Agreement for any reason, you shall immediately stop using the Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software. Sections 3 and Sections 5 through 9 shall survive termination of this Agreement.

5. INDEMNITY

You agree that Owner shall have no liability whatsoever for any use you make of the Software. You shall indemnify and hold harmless Owner from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from your use of the Software as well as from your failure to comply with any term of this Agreement.

6. WARRANTY

The software is provided “as is” without warranties of any kind. to the maximum extent permitted by law, owner expressly disclaims all warranties, including without limitation, warranties of continuous performance, non infringement, and any implied warranties of merchantability and fitness for a particular purpose. The disclaimer of all warranties constitutes an essential and material part of this agreement the entire risk arising out of the use or performance of the software rests with you. In no event will owner, its officers, directors, agents, and/or employees, be liable for any consequential, incidental, indirect, special, or punitive damages whatsoever (including, without limitation, damages for loss of profits, opportunities, or other pecuniary loss) arising out of this agreement or the use of or inability to use the software even if owner has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

7. NON-TRANSFER AGREEMENT

This Agreement is solely for you You have no right to assign or otherwise transfer this Agreement and any action or conduct in violation of the foregoing shall be void and without effect. Owner expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. The parties further intend that this Agreement is solely for the exclusive benefit of the parties and there are no third party beneficiaries hereunder.

8. LIMITATION OF LIABILITY

Under no circumstances will Owner’s liability hereunder exceed the price paid for the Software.

9. GENERAL

This Agreement represents the complete agreement concerning the subject matter between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Owner to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit Owner’s rights with respect to such breach or any subsequent breaches. This Agreement shall be governed by and construed under North Carolina law. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State or federal courts located in Raleigh, Wake County, North Carolina. You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement. Questions concerning this Agreement should be sent to the address set forth below. Any notices or correspondences will only be effective if sent by prepaid Certified Mail, Return Receipt Requested, to such address.