Universal Audio Apollo Twin - Manual (Page 41)

Apollo Twin Hardware Manual Chapter 5: Notices 41
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 2(a)(iv) is hereinafter referred to as a “Permitted Transfer”. A
Customer who fulfill the requirements set forth in this Section 2(a)(iv) is hereinafter referred to as a “Permitted Transferor”.
And a transferee who fulfills the requirements set forth in this Section 2(a)(iv) is hereinafter referred to as a “Permitted Trans-
feree”.
(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.
3.
Hardware Terms. Unlike the case of the 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 Hardware Terms and Conditions that accompanied such hardware at the time Customer acquired
such hardware (the “Accompanying Hardware Terms”) or (b), if (i) there were no Accompanying Hardware Terms, or (ii) the Ac-
companying Hardware Terms were less protective of UA’s rights with respect to disclaimer, limitation of liability or ownership of
intellectual property than the Hardware Terms of Sale, set forth at http://www.uaudio.com/support/warranty.html (the “Website
Hardware Terms”), then by the Website Hardware Terms. The Accompanying Hardware Terms and the Website Hardware Terms
(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 Terms. Customer hereby consents to be bound by the applicable Hardware Terms in the same manner as if Customer
had signed such Hardware Terms.
4.
Term; Termination.
(a) Term. This Agreement shall become effective at the time the Customer clicks the “Agree” button which en-
ables it to proceed with installation of the first Plug-In licensed under this Agreement (the “Effective Date”) and shall continue
in full force and effect unless and until the Agreement is terminated pursuant to Section 4(b) below (the “Term”).
(b) Early Termination. 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 this Agreement 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 substan-
tial 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 2 (except for the provisions in Section 2(a) authorizing transfer of the Licensed Materials
under certain circumstances) and 3-15 shall survive termination of this Agreement.
5.
Limited Warranty. UA warrants that the any media on which the Licensed Materials are recorded and delivered by UA
(excluding any hardware that the Licensed Materials are bundled with--which is subject to a separate warranty as set forth in
the applicable Hardware Terms ) shall be free from defects in materials and workmanship under normal use for a period of thirty
(30) days from the date on which UA delivered such media to the original Customer. Customer’s exclusive remedy under this
warranty (at UA’s option) is to return and have replaced the defective media or receive a refund of the price paid for the appli-
cable Licensed Materials.
6.
Disclaimer. EXCEPT AS EXRESSLY SPECIFIED IN THIS AGREEMENT, NEITHER UA NOR ANY, UA
LICENSOR,AUTHORIZED UA DISTRIBUTOR OR AUTHORIZED UA RESELLER MAKE ANY WARRANTIES OR REPRESENTA-
TIONS, 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 PUR-
POSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND (B) ANY UNDERTAKING TO MAINTAIN ANY VERSION