Universal Audio, Inc. End User License Agreement

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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.

(a) Our Software Products. UA designs, develops and distributes products that enable end users to process audio signals and create music. Among the products we offer are digital systems, consisting of hardware, firmware, software and associated technology that, together, function as a platform on which individual software titles can run (the "UAD Platform"). We develop some of those titles ourselves and distribute others on behalf of third parties. We also offer titles that run on certain third-party (or "host-based") platforms (each, a "Host-Based Platform"), such as Apple Mac and Windows. This Agreement governs the use of the software and firmware that is part of the UAD Platform as well as all titles (each, a "UA Software Product"), regardless of which platform(s) they run on; provided, however, that the use of the software that runs on our Ox, UAFX, UA Volt and microphone hardware devices, is governed by a separate agreement.
(b) How We Deploy Our Software Products. UA reserves the right, in its sole discretion, to determine whether to deploy a UA Software Product on the UAD Platform or one or more Host-Based Platforms (or both), as well as the terms under which end users may use the UA Software Product on each platform. When an end user licenses a particular UA Software Product, the manner in which such UA Software Product is deployed and managed will vary somewhat, based on the type of platform involved:

(i) In all cases in which an end user licenses a UA Software Product (whether such UA Software Product runs on the UAD Platform or one or more Host-Based Platforms (or both)), such end user must both: (A) be connected to the internet at the time the license is authorized and (B) set up an account at uaudio.com.
(ii) In those cases in which the end user licenses a UA Software Product that runs on one or more Host-Based Platforms, such UA Software Product is protected by a security tool offered by PACE Anti-Piracy, Inc. ("PACE") called "iLok." In order to use iLok-protected UA Software Products, the end user must set up an account with PACE, either directly or through UA. Once the account has been set up, the end user may access the UA Software Product in one of two ways: either through: (A) PACE's iLok Cloud or (B) an iLok 2 or iLok 3 USB Key purchased by the end user. Access through iLok Cloud requires a stable internet connection.
(iii) In those cases in which the end user licenses a UA Software Product that runs on UAD Platform hardware, then the end user's use of the licensed UA Software Product is limited to six (6) such hardware devices (each, a "Permitted UAD Platform Device").

(c) The Types of End User Licenses We Issue. In addition to controlling whether or not a given UA Software Product is deployed on the UAD Platform and/or one or more Hosted Platforms, UA reserves the right, in its sole discretion, to determine the types of licenses that it makes available to end users. As of the Effective Date of this Agreement, those types include the following:

(i) Basic Commercial Licenses.

(A) Perpetual Licenses. With Perpetual Licenses, the end user pays a one-time fee in exchange for having the right to use the given UA Software Product (either alone or as part of a "bundle" that includes other UA Software Products) in perpetuity.
(B) Subscription Licenses. With Subscription Licenses, the end user "pays-as-he-goes," having the right to use the given UA Software Product as part of a duration-limited subscription "package" that contains one or more other UA Software Products (each, a "Subscription Package"). UA retains sole discretion to set the parameters of each Subscription Package, including, without limitation, which UA Software Products to include in the Package, whether to add or remove a given UA Software Product from the Package (which can happen at any time, before, during over after the period during which the subscription is in effect) and the duration of the Package.

(ii) Other Types of Licenses.

(A) Demo/Trial Licenses. With Demos/Trial Licenses, the end user has the right to use the given UA Software Product on a short-term basis for free in order to evaluate whether he wishes to acquire the right to use such UA Software Product under a Perpetual License or Subscription License. UA reserves the right, in its sole discretion, to set the parameters of its Demo License practices including, without limitation, the duration of the Demo License.
(B) NFR (Not-for-Resale) Licenses. NFR (Not-For-Resale) Licenses are licenses to a given UA Software Product that UA issues to: (A) a UA employee or contractor for the purpose of enabling them to execute UA's rights and obligations under Agreements that UA has with its licensing partners; (B) a third party for testing, evaluation and demonstration purposes or (C) an industry professional for supporting UA's marketing and advertising efforts.
A given end user's usage rights with respect to a particular UA Software Product depends upon the type of license that the end user has acquired, as set forth on the Checkout Page at uaudio.com or such other transaction document as UA may enter into with the end user (the "Entitlement Document").

2. Your License Rights.

(a) Terms That Apply to All Licenses, Regardless of the Type. The Software that you or your Designated Entity, as applicable ("Customer"), are licensing under this Agreement consists of the UA Software Product(s) described in the applicable Entitlement Document (the "Licensed UA Software Product") together with drivers and other enabling software ("Licensed Enabling Software" and, together with the Licensed UA Software Product, the "Licensed Software"). As described above and in Section 2(b) below, the scope of Customer's license depends, in large part, upon the specific type of license it has acquired. In each case, however, the license is conditioned on Customer's compliance with all of its obligations under this Agreement, including, without limitation: (i) Customer's having acquired the Licensed Software from: (A) UA, (B) a third party distributor, reseller or retailer who was, at the time of acquisition, expressly authorized by UA to distribute the Licensed Software (each, an "Authorized UA Reseller") or (C) a Permitted Transferor (as defined in Section 3(a)(iv) below), (ii) Customer's compliance with obligations imposed by UA and its third party vendors that are intended to prevent the Licensed Software from being pirated, hacked or otherwise misused and (iii) Customer's use of the Licensed Software on one or more Licensed Platforms. For purposes of this Agreement, "Licensed Platform" means only those platforms (whether the UAD Platform or one or more Host-Based Platforms, (or both)) expressly identified as such in the Entitlement Document.
(b) Terms That Depend Upon the Specific Type of License That You've Acquired.

(i) Basic Commercial Licenses.

(A) Perpetual License. When Customer has acquired a Perpetual License to Licensed Software, as shown in the applicable Entitlement Document, then UA hereby grants Customer a worldwide (subject to Section 10 below), perpetual (subject to Section 5 below), non-exclusive, non-sublicensable license to use such Licensed Software and all Updates thereto, in each case solely for personal use (if Customer is a person) or internal business purposes (if Customer is an entity) and solely in object code form. For purposes of this Agreement, "Updates" means an error correction, bug fix, re-platformed version, or other modification to the Licensed Software that UA makes generally available to end users of such Software without charge during the period in which Customer has a valid license for such Software. UA also grants Customer a non-exclusive, non-sublicenseable license to reproduce and display the written or electronic materials containing instructions and/or other information on the use of the applicable Licensed Software that UA makes generally available to end users of such Licensed Software during the period in which Customer has a valid license for such product (the "Documentation"). The foregoing licenses may be transferred only to a Permitted Transferee (as defined in Section 3(a)(iv) below).
(B) Subscription License.

(1) When Customer has acquired the right to use Licensed Software as part of a Subscription Package, as shown in the applicable Entitlement Document, then UA hereby grants Customer a worldwide (subject to Section 10 below), non-exclusive, non-sublicensable license to use such Licensed Software and all Updates thereto in each case: (1) solely for personal use (if Customer is a person) or internal business purposes (if Customer is an entity), (2) solely in object code form and (3) solely during the Subscription Package Term. For purposes of this Agreement, "Subscription Package Term" means the period commencing on the Subscription Package Start Date and ending on the Subscription Package End Date, as such terms are defined on the Entitlement Document; provided, however, that the Subscription Package Term shall automatically renew for successive terms, each equal in length to the initial Subscription Package Term, unless: (i) either UA or Customer notifies the other Party in writing at least ten (10) days prior to the end of the then-current Subscription Package Term that it is terminating the Subscription at the end of the then-current Subscription Package Term or (ii) the Subscription License is terminated in accordance with Section 5(b) below. For each Subscription Package Term renewal, UA reserves the right to increase the Subscription Fees, provided UA has notified Customer thereof at least twenty (20) days prior to the end of the then-current Subscription Package Term (which notice may be given via email, posting on a UA Domain or such other reasonable notice process as UA may choose to use, in its sole discretion). The payment process for Subscription License renewals is set forth in UA's Auto-Renewal and Cancellation Policy, as in effect on the date of the renewal, the terms of which are hereby incorporated by reference.
(2) Notwithstanding the above, a Subscription License to a particular Licensed UA Software Product (and associated Licensed Enabling Software) shall terminate immediately upon UA's removal of such Software from the Subscription Package (in UA's sole discretion).

The foregoing licenses are not transferable.

(ii) Other Types of Licenses.

(A) Demo License.

(1) When Customer has acquired a Demo License to Licensed Software, as shown in the applicable Entitlement Document, then UA hereby grants Customer a worldwide (subject to Section 10 below), non-exclusive, non-sublicensable license to use such Licensed Software and all Updates thereto in each case: (1) solely for personal use (if Customer is a person) or internal business purposes (if Customer is an entity), (2) solely in object code form and (3) solely until the end of the Demo Term. For purposes of this Agreement, "Demo Term" means the period commencing on the Demo Start Date and ending on the Demo End Date, as such terms are defined on the Entitlement Document.
(2) Notwithstanding the above, a Demo License to a particular Licensed UA Software Product (and associated Licensed Enabling Software) that is part of a Subscription Package shall terminate immediately upon UA's removal of such Software from the Subscription Package (in UA's sole discretion).
(3) At any point during the Demo Term, Customer shall have the right to acquire a full Perpetual License or Subscription License (as the case may be) for the UA Software Product which Customer has been licensing on a demonstration basis by paying the applicable incremental fee for the UA Software Product and downloading the license authorization key file for such UA Software Product. Otherwise, Customer's rights to use the UA Software Product shall terminate at the end of the Demo Term.

Demo Licenses may be transferred only to a Permitted Transferee (as defined in Section 3(a)(iv) below).
(B) "Not-for-Resale" End User Licenses.

(1) When Customer has acquired a NFR License to a particular Licensed UA Software Product and related Licensed Enabling Software, as shown in the applicable Entitlement Document, then UA hereby grants Customer a worldwide (subject to Section 10 below), non-exclusive, non-sublicenseable license to use such Licensed Software and all Updates thereto in each case: (1) solely for personal use (if Customer is a person) or internal business purposes (if Customer is an entity), (2) solely in object code form and (3) solely until the expiration of the NFR Term. For purposes of this Agreement, "NFR Term" means the period commencing on the NFR Start Date and ending on the NFR End Date, as such terms are defined on the Entitlement Document.
(2) Notwithstanding the above, an NFR License to a particular Licensed UA Software Product (and associated Licensed Enabling Software) that is part of a Subscription Package shall terminate immediately upon UA's removal of such Software from the Subscription Package (in UA's sole discretion).
NFR Licenses may not be transferred.

3. Restrictions.

(a) General. As between UA and Customer, UA retains all right, title and interest in: (i) the Licensed Software (regardless of the type of license Customer has acquired, as set forth in Section 2 above)), the Updates related thereto and the Documentation related thereto (together, the "Licensed Materials"), (ii) all Derivative Works of the Licensed Materials (and components thereof) and (iii) all Intellectual Property Rights in the items listed in (i) and (ii), subject only to the limited licenses expressly set forth in this Agreement. For purposes of this Agreement, "Derivative Work" means any revisions, modifications, translations, abridgment or compilation. "Intellectual Property Rights" means United States and foreign patents, utility models, trademarks, sound marks, copyrights, copyright registrations, mask work rights, trade secrets, moral rights, trade dress, know-how, algorithms, impulse responses and other intellectual property rights, whether currently existing or prospective, and including all applications therefor and reissuances, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world. The structure, organization and computer code of the Licensed Materials are the valuable trade secrets and confidential information of UA and/or UA's Licensors (as defined in Section 3(b) below) and are protected by the copyright laws of the United States and other countries and by international treaty provisions. This means, among other things, that Customer shall not:

(i) Translate, adapt, reverse engineer, decompile (except as expressly permitted under applicable law), disassemble, create derivative works of, modify or unbundle the Licensed Materials or any portion thereof;
(ii) Attempt to circumvent technical measures in the Licensed Materials or any UA Hardware Device that are intended to detect and/or prevent unauthorized use of the Licensed Materials;
(iii) Copy, rent, sell, sublicense or grant access to the Licensed Materials, except as (A) expressly set forth in this Agreement or (B) expressly authorized by UA, in writing, in advance;
(iv) Transfer any portion of the Licensed Materials to any third party (except as expressly permitted under applicable law); provided, however, that Customer may transfer Licensed Materials that are described as "transferable" under the applicable license grant set forth in Section 2 above if:

A. The transferee registers with UA at http://www.uaudio.com/my and agrees to be bound by the terms and conditions set forth in this Agreement, in each case in advance of the transfer;
B. The transferee (1) is not a citizen of, or located within, an Embargoed Country, (2) will not use the Licensed Materials for a Prohibited Use and (3) is not a Sanctioned Party (as such terms are defined in Section 10 of this Agreement);
C. The transfer is done in connection with the transfer of a Permitted UA Hardware Device, as described at http://www.uaudio.com/support/uad/transfer-faq, except as authorized by UA in writing on a case-by-case basis, in its sole discretion (UA typically only provides such authorization in with respect to certain educational and multi-room facilities);
D. Customer transfers all of the Licensed Materials to the transferee, without unbundling any component thereof;
E. The Licensed Materials have not previously been transferred; and
F. Customer retains no copies or license authorization keys for any of the Licensed Materials.

A transfer that fulfills the requirements set forth in this Section 3(a)(iv) is hereinafter referred to as a "Permitted Transfer." A Customer who fulfills the requirements set forth in this Section 3(a)(iv) is hereinafter referred to as a "Permitted Transferor." And, a transferee who fulfills the requirements set forth in this Section 3(a)(iv) is hereinafter referred to as a "Permitted Transferee."

(b) Special Terms for Third Party Software and Open Source Software. In some cases, the Licensed Materials and copies thereof (if any exist) as well as the intellectual property rights licensed therein are not owned by UA, but instead are licensed from a third party (each, a "UA Licensor") or licensed as "Open Source." Where UA does not own the Licensed Materials, Customer's rights and obligations vis-a-vis the Licensed Materials may be different than would otherwise be the case under this Agreement. UA will list those places in which such rights and obligations are different on a UA Domain (as defined in Section 8 below) to the extent that UA is aware of such differences and may update such list from time to time, in its sole discretion. It is Customer's obligations to familiarize itself with the special terms and conditions that apply to each item on the list and Customer's rights to use the Licensed Materials are qualified in their entirety by such special terms and conditions.

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.

(a) Term. This Agreement shall become effective upon the earlier to occur of: (i) the effective date of the Entitlement Document for the first UA Software Product licensed under this Agreement and (ii) the date on which Customer downloads the first UA Software Product licensed under this Agreement (the "Effective Date") and shall continue in full force and effect until the termination of the last outstanding License governed by this Agreement, unless terminated sooner pursuant to Section 5(b) below.
(b) Early Termination. All Licenses governed under this Agreement will terminate automatically without notice from UA if Customer fails to comply with any term(s) of this Agreement. In addition, UA may terminate all such Licenses effective immediately upon notice, if: (i) Customer is adjudged as bankrupt or has a petition presented against it in bankruptcy, and such petition is not discharged within sixty (60) days, (ii) Customer ceases to carry on its business in the normal course or disposes of the whole or a substantial part of its property or assets, other than through an acquisition or merger, or has filed for bankruptcy (assuming Customer is an entity) or (iii) Customer's use of any of the Licensed Materials would violate any intellectual property right of any third party or any term of any open source license. UA may also suspend Customer's use of any or all Licensed Materials if UA reasonably believes that Customer's use of any or all of the Licensed Materials is unauthorized until such time as UA verifies Customer's rights to use the Licensed Materials.
(c) Obligations Upon Termination. Upon termination of this Agreement, Customer shall cease using the Licensed Materials and shall destroy all copies of the same.
(d) Survival. Sections 3 (except for the provisions in Section 3(a) authorizing transfer of the Licensed Materials under certain circumstances) and 4-15 shall survive termination of this Agreement.

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.

(a) Connection. From time to time during the Term of this Agreement, Customer may wish to connect with a UA or a third party Internet domain address ("Domain") via the Licensed Materials. In addition, the Licensed Materials may cause Customer's computer, without notice, to automatically connect to a Domain for a variety of purposes, including without limitation, the purposes set forth in this Section 8(a).

(i) Activation; License Validation. Before Customer can register any UAD Hardware Device, Customer will be required to create a user account with UA (the "User Account"), a process that results in the transmission of certain information about the Customer (including without limitation, the Customer's email address, zip code and country of residence and other general information (such as the type of DAW the Customer uses) to a UA Domain. And, if the Customer wishes to license UA Software Product(s) from the Online Store, the Customer will be required to provide additional information (including without limitation, the Customer's address and credit card information). In addition, the Licensed Materials may cause Customer's computer to connect to a UA Domain without notice on install, on launch, and on a regular or intermittent basis thereafter to detect or prevent fraudulent or unauthorized use of the Licensed Materials and to report on the extent of DSP usage among other things. Failure to activate or register the Licensed Materials or a determination by UA of fraudulent or unauthorized use of the Licensed Materials may result in reduced functionality or inoperability of the Licensed Materials and/or termination of the license.
(ii) Bug Reporting. The Licensed Materials may cause Customer's computer, without notice, to automatically connect to a UA Domain to report an error in the functioning of the Licensed Materials.
(iii) Updating. The Licensed Materials may cause Customer's computer, without notice, to automatically connect to a UA Domain (intermittently or on a regular basis) to: (a) check for Updates that are available for download to and installation on the computer and (b) notify UA of the results of installation attempts.
(iv) Delivery of Content. The Licensed Materials may cause Customer's computer to connect to a UA Domain so that UA can deliver content about the Licensed Materials and/or other UA products and services.
(v) Use of Online Services. The Licensed Materials may cause Customer's computer, without notice and on an intermittent or regular basis, to automatically connect to a UA Domain or third party Domain to facilitate Customer's access to content and services that are provided by UA or such third party as further described in Section 13d) (Online Services Provided by UA) and Section 13(e) (Online Services Provided by Third Parties). In addition, the Licensed Materials may, without notice, automatically connect to the Internet to update downloadable materials from these online services so as to provide immediate availability of these services even when Customer is offline.
(vi) Deactivation. Customer may deactivate and uninstall the applicable Licensed Materials from one of Customer's computers in order to install and activate the Licensed Materials on another computer. Such deactivation may cause computer to connect to a UA Domain.

(b) Privacy Policy. THE FOREGOING LIST OF CIRCUMSTANCES UNDER WHICH UA MIGHT COLLECT DATA FROM YOUR COMPUTER IS NOT EXHAUSTIVE AND MAY CHANGE OVER TIME. A MORE COMPREHENSIVE LIST CAN BE FOUND IN UA'S PRIVACY POLICY LOCATED AT HTTP://WWW.UAUDIO.COM/PRIVACY.HTML (THE "PRIVACY POLICY"). CUSTOMER IS STRONGLY ENCOURAGED TO REVIEW THE PRIVACY POLICY CAREFULLY, NOT ONLY BECAUSE IT CONTAINS THE MORE COMPREHENSIVE LIST, BUT ALSO BECAUSE IT DESCRIBES RIGHTS CUSTOMER MAY HAVE TO LIMIT THE KINDS OF INFORMATION THAT UA COLLECTS AND HOW UA USES THAT INFORMATION. IN THE EVENT OF ANY CONFLICT BETWEEN THE PRIVACY POLICY AND THIS AGREEMENT, THE PRIVACY POLICY SHALL PREVAIL.

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.

(a) U.S. Government Licensing of Software. Customer agrees that when licensing the Licensed Materials for acquisition by the U.S. Government, or any contractor therefore, Customer will license consistent with the policies set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227.7202-1 and 227.7202-4 (for the Department of Defense). For U.S. Government End Users, UA agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence will be incorporated by reference into this Agreement.
(b) Commercial Items. For U.S. Government End Users, the Licensed Materials are a "Commercial Item(s)," as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

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.

(a) No Prejudice. This Agreement will not prejudice the statutory rights of any party, including those dealing as consumers. For example, for consumers in New Zealand who obtain the Licensed Materials for personal, domestic, or household use (not business purposes), this Agreement is subject to the Consumer Guarantees Act.
(b) Australia Mandatory Notice Regarding Warranties. If Customer obtains the Licensed Materials in Australia, then the following provision shall apply, notwithstanding anything stated to the contrary in this Agreement:
"NOTICE TO CONSUMERS IN AUSTRALIA:

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. Our software products also come with a 90-day limited warranty given by Universal Audio, Inc., with an address of 4585 Scotts Valley Drive, Scotts Valley, CA 95066 as set out in the Agreement. If your products do not provide the general features and functions described in the User Documentation in the 90-day period after delivery to you, please call the UA Customer Support Department at (877) 698-2834 with details of your product, serial number, and proof of purchase. You may be required to return the software product to the address we provide to you at the time, in which case such return will be at your own cost. The benefits under this warranty are in addition to other rights and remedies that you may have at law."
(c) European Economic Area Warranties.

(i) If Customer obtained the Licensed Materials in the European Economic Area (EEA), Customer usually resides in the EEA and Customer is a consumer (that is its use of the Licensed Materials is for personal, nonbusiness related purposes), then, notwithstanding Section 6 (Disclaimer) above, UA warrants for a period of 2 years from installation that the Licensed Materials provides the functionalities set forth in the applicable user manual (the "agreed upon functionalities") when used on the applicable UA Hardware Device. Non-substantial variation from the agreed upon functionalities will not establish any warranty rights. THIS WARRANTY DOES NOT APPLY TO NOT-FOR-RESALE COPIES OF ANY SOFTWARE OR TO THE EXTENT THE SOFTWARE FAILS TO PERFORM BECAUSE IT HAS BEEN ALTERED BY CUSTOMER. To make a warranty claim, Customer must notify the UA Customer Support Department during this 2 year period, providing details of proof of purchase of the Licensed Materials. UA will verify with Customer whether there is a defect in the Licensed Materials or advise Customer that the error arises because Customer has not installed or used the Licensed Materials correctly (in which case, UA shall assist Customer). If there is a defect in the Licensed Materials, Customer may request from UA either a refund or a repaired or replacement copy of the Licensed Materials. Requests must be accompanied by proof of purchase. In the event Customer's warranty details are substantiated, UA will meet Customer's request for repaired or replacement Licensed Materials, unless it is not reasonable for UA to do so, in which case UA will provide Customer with a refund. For warranty assistance, please contact the UA Customer Support Department.
(ii) Please note that the provisions of Section 7 (Limitation of Liability) will continue to apply to any damage claims Customer makes in respect of its use of the Licensed Materials. Nonetheless, UA shall be liable for direct losses that are reasonably foreseeable in the event of a breach by UA of this Agreement. Customer is advised to take all reasonable measures to avoid and reduce damages.
(iii) This Agreement, and in particular this Section 13(c), is intended to describe Customer's rights (including its statutory rights) in the event there should be problems with its use of the Licensed Materials. If Customer's statutory rights are greater than this description, its statutory rights shall apply.

(d) Online Services Provided by UA. The Licensed Materials facilitate Customer's access to content and various services that are hosted on websites maintained by UA ("UA Online Services "). Examples of such UA Online Services might include, but are not limited to: the "Downloads", "Online Store", "Support" and "Product" web pages. In some cases, a UA Online Service might appear as a feature or extension within the Licensed Materials even though it is hosted on a website. Access to a UA Online Service may require Customer to activate the Licensed Materials, obtain a UA ID, consent to Additional Terms of Use, or require a separate fee in order to access such UA Online Services. UA Online Services might not be available in all languages or to residents of all countries and UA may, at any time and for any reason, modify or discontinue the availability of any UA Online Service. UA also reserves the right to begin charging a fee for access to or use of a UA Online Service that was previously offered at no charge. Section 8 states important information regarding Internet connectivity and Customer privacy. As stated in Section 8, when the Licensed Materials access a UA Online Service, Customer's use of such UA Online Service is governed by the UA Privacy Policy at http://www.uaudio.com/privacy.html, by the uaudio.com Terms of Use at http://www.uaudio.com/terms.html and by any Additional Terms of Use that might be presented to Customer at that time.
(e) Online Services Provided by Third Parties. The Licensed Materials may facilitate Customer's access to websites maintained by third parties offering goods, information, software, and services ("Third Party Online Services"). Examples of such Third Party Online Services might include, but are not limited to, the YouTube, Soundcloud, Facebook and Paypal services. Customer's access to and use of any Third Party Online Services is governed by the terms, conditions, disclaimers, and notices found on such site or otherwise associated with such Third Party Online Services. UA does not control, endorse, or accept responsibility for Third Party Online Services. Any dealings between Customer and any third party in connection with a Third Party Online Service, including such party's privacy policies and use of Customer's personal information, delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Customer and such third party. Third Party Online Services might not be available in all languages or to residents of all countries and UA may, at any time and for any reason, modify or discontinue the availability of any Third Party Online Service.
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.

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