Universal Audio Apollo Twin - Manual (Page 40)

Apollo Twin Hardware Manual Chapter 5: Notices 40
end of the DemoTerm for such Non-Included Plug-In, but instead shall continue in perpetuity (subject to earlier termi-
nation as provided in Section 4 below).
The foregoing licenses may be transferred only to a Permitted Transferee (as defined in Section 2(a)(iv) below).
(2) Individual Demo Plug-Ins. From time to time, Customer may wish to
use one or more UA software components that Customer does not have license rights to (either because the software
component was neither an Included Plug-In nor contained within a Bundle that Customer had previously licensed or
because UA first released the software component after the Receipt Date). In such event, Customer shall pay the
applicable incremental fee for such Demo Plug-In and download the license authorization key file for such Demo Plug-
In and UA shall grant Customer a worldwide (subject to Section 10 below), perpetual (subject to Section 4 below),
non-exclusive, non-sublicensable license to use such Demo Plug-in, all Updates thereto and all Documentation related
thereto, solely for personal use (if Customer is a person) or internal business purposes (if Customer is an entity), solely
in object code form and solely in connection with the Permitted UA Hardware Devices (whether or not all, some or
none of the Permitted UA Hardware Devices connect to a computer).
The foregoing licenses may be transferred only to a Permitted Transferee (as defined in Section 2(a)(iv) below).
(b) “Not-for-Resale” End User Licenses. UA typically makes a small number of copies of the Plug-Ins
and Enabling Software available for free for promotional or educational purposes. Notwithstanding anything to the
contrary contained in Section 1(a) above, these copies (together, “Not-for-Resale Copies”) can only be activated by a
dedicated UA employee (the “NFR Coordinator”) to be valid, can only be used for a limited time as specified by the
NFR Coordinator (the “Not-For-Resale Term”) and are subject to special license terms as set forth in this Section 1(b)
below (instead of the license terms set forth in Section 1(a) above). If the NFR Coordinator has authorized Customer
to use a Not-For-Resale Copy of a Plug-In or Enabling Software, UA hereby grants Customer a worldwide (subject to
Section 10 below), non-exclusive, non-sublicensable license to: Use the applicable Plug-In and Enabling Software
and all Updates to the applicable Plug-In and Enabling Software, solely for personal use (if Customer is a person) or
internal business purposes(if Customer is an entity), solely in object code form, solely in connection with the Permitted
UA Hardware Devices (whether or not all, some or none of the Permitted UA Hardware Devices connect to a computer)
and solely during the Not-For-Resale Term (subject to earlier termination as set forth in Section 4 below).
The foregoing licenses may not be transferred.
2. Restrictions.
(a) General. As between UA and Customer, UA retains all right, title and interest in: (i) the Software
and the Updates and 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, “Deriva-
tive 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 intellec-
tual 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 2(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 appli-
cable 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 unlicensed use of the Licensed Materials;
(iii) Copy, rent, sell, sublicense or grant access to the Licensed Materials, except as (A) ex-
pressly 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 per-
mitted 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 1 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