BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE REAPER SOFTWARE (THE "PRODUCT"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND LICENSEE MUST NOT INSTALL OR USE THE PRODUCT.
1. LICENSE GRANT. Cockos Incorporated ("Cockos") grants Licensee a non-exclusive and non-transferable license to reproduce and use for personal or internal business purposes the executable code version of the Product, provided any copy must contain all of the original proprietary notices. This license does not entitle Licensee to receive from Cockos hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Product. Licensee may not redistribute the Product. In the event Licensee wishes to redistribute or sublicense the Product, either for profit or otherwise, Licensee must first obtain written permission from Cockos to do so.
2. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, Licensee may not: (i) modify or create any derivative works of the Product or documentation, including translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product; (iii) redistribute, encumber, sell, rent, lease, sublicense, export, or otherwise transfer rights to the Product; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product without Cockos's prior written consent. Presets, effects, data and product components provided with or as part of this product may be covered under their own license agreement(s), but if no additional license agreement is specified, the terms of this license agreement shall apply.
3. TERMINATION. Without prejudice to any other rights, Cockos may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Product.
4. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Product shall remain in Cockos and/or its authorized suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Cockos's or its suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. Licensee agrees, at its expense, to defend and hold Cockos and its affiliates harmless from any and all costs, damages and reasonable attorneys' fees resulting from any claim that Licensee's use of the Product has injured or otherwise violated any right of any third party or violates any law.
5. DISCLAIMER OF WARRANTY. The Product is provided free of charge and on an ôAS ISö basis, without warranty of any kind, express or implied, including without limitation the warranties that it is free of defects, merchantable, fit for a particular purpose or non-infringing. The entire risk as to the quality and performance of the product shall be by Licensee. This disclaimer of warranty constitutes an essential part of this agreement. No use of the Product is authorized hereunder except under this disclaimer.
6. LIMITATION OF LIABILITY. CockosÆ liability in connection with the use of the Product shall be limited to the maximum extent permitted by law, and in no event will Cockos or its suppliers or resellers be liable for any direct or indirect, special, incidental or consequential damages arising out of the use or inability to use the product, including, without limitation, damages for loss of goodwill, work stoppage, computer failure of malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory upon which the claim is based. In any case, CockosÆ entire liability under any provision of this agreement shall not exceed in the aggregate the sum of the fees licensee paid for this license, if any.
7. U.S. GOVERNMENT END USERS. The Product is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Product with only those rights set forth herein.
8. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (b) This Agreement may be amended only by a writing signed by both parties. (c) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of California, U.S.A., excluding its conflict of law provisions. (d) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in San Francisco, California, under the auspices of the American Arbitration Association (AAA), with the losing party paying all costs of arbitration. (e) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (f) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. (g) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (h) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. (i) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity. (j) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (k) Cockos may change the terms of this Agreement from time to time. By continuing to use the Product beyond a period of 30 days after notice of such change has been provided on a public website of Cockos or its affiliate for the first time, Licensee signifies its consent to the revised terms.
