License.txt (7580B)
1 AUDIOKINETIC 2 3 ReaWwise™ END USER LICENSE AGREEMENT (EULA) 4 5 1. License Grant. AUDIOKINETIC Inc. (“AUDIOKINETIC”) grants you a worldwide, 6 non-exclusive, revocable, non-sublicensable and non transferable license 7 to: (a) install, use and reproduce, by making a reasonable number of 8 copies of, ReaWwise on devices owned or controlled by you for the sole 9 purpose of facilitating integration between REAPER and AUDIOKINETIC Wwise 10 Technology, and (b) modify and create derivative works of ReaWwise and the 11 ReaWwise source code for the sole purpose of facilitating integration 12 between AUDIOKINETIC Wwise Technology and other software applications. 13 14 2. Updates. After you have downloaded and installed ReaWwise, occasional 15 prompts will request to install updates. Although you will not have to run 16 them immediately, it is recommended to stay up to date. 17 18 3. Exclusion of certain Open Source Components. If any portion of ReaWwise is 19 listed as a third party open source component in the ReaWwise 20 documentation, such portion of ReaWwise will be governed by and subject to 21 the terms of the relevant open source license reproduced in the 22 documentation and not subject to terms of this agreement. 23 24 4. Other Software. ReaWwise is designed to work in conjunction with other 25 third party software. This agreement does not provide you with any rights 26 to such third party software, and you have the sole responsibility to 27 acquire and comply with any additional licenses to such third party 28 software. 29 30 5. Title. Title, ownership rights, and intellectual property rights in 31 ReaWwise shall remain with AUDIOKINETIC. You are granted no rights in 32 ReaWwise other than the rights expressly set forth above. ReaWwise is 33 protected by intellectual property rights include copyright and trade 34 secret laws and treaties. 35 36 6. Restrictions. Except as provided herein, you may not (a) modify, 37 translate, or create derivative works based on ReaWwise; (b) rent, lease, 38 grant a security interest in, or otherwise transfer rights to ReaWwise; or 39 (c) remove any proprietary notices in ReaWwise or any software, 40 documentation or other materials in it or supplied with it. 41 42 7. Support Services. AUDIOKINETIC will not provide any technical support for 43 ReaWwise. 44 45 8. Improvements to the Source Code. You will make reasonable efforts to share 46 information about the source code changes you make to the source code, in 47 order for AUDIOKINETIC to be able to improve ReaWwise. 48 49 9. Title to the Source Code Changes. Title to your source code changes, and 50 all rights in and to any intellectual property right therein, shall at all 51 times remain with you. Delivery by you to AUDIOKINETIC of your source code 52 changes shall be deemed to include an assignment to AUDIOKINETIC of all of 53 your rights, title and interest therein, pursuant to which AUDIOKINETIC 54 may incorporate such changes in the public version of ReaWwise EULA (Aug 55 2022) ReaWwise at its sole discretion. Nothing herein shall affect or 56 impair AUDIOKINETIC’s ownership rights in the ReaWwise. 57 58 10. No Patent or other Exclusive Rights. You may not file any patent 59 application (either standalone or as part of a broader application) or 60 otherwise seek protection for any source code change (including without 61 limitation any derivative works of the ReaWwise source code such as or 62 forming part of a plug-in application) which could prevent either 63 AUDIOKINETIC or another licensee of ReaWwise to use or, solely in case of 64 AUDIOKINETIC, commercialize changes made by AUDIOKINETIC or such other 65 licensee to the source code which are the same or similar to your source 66 code changes. 67 68 11. Disclaimer of Warranty. ReaWwise is provided on an “AS IS” basis, without 69 warranty of any kind, including without limitation the warranties of 70 merchantability, fitness for a particular purpose and non-infringement. 71 AUDIOKINETIC does not warrant that ReaWwise will be error-free or that it 72 will work without interruption. The entire risk as to the quality, 73 performance and non-infringement of ReaWwise is borne by You. This 74 disclaimer of warranty constitutes an essential part of this agreement. 75 SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS 76 DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT 77 VARY BY JURISDICTION. 78 79 12. Termination. AUDIOKINETIC, in its sole discretion, has the right to 80 terminate this license. This license will terminate automatically if you 81 fail to comply with the restrictions described herein. On termination, you 82 must destroy all copies of ReaWwise in your possession. 83 84 13. Export and Sanctions. You agree to comply with all export laws, 85 restrictions, national security controls and regulations of the Canada, 86 United States, or other applicable national or foreign agency or 87 authority, and not to export or re-export, or allow the export or 88 re-export of any proprietary information or any copy or direct product 89 thereof in violation of any such restrictions, laws or regulations. If you 90 are the subject of economic sanctions of the Canadian or United States 91 government, you cannot use ReaWwise. If you become the subject of economic 92 sanctions of the Canadian or United States government during, we have the 93 right to terminate this license. 94 95 14. LIMITATION OF LIABILITY. IN NO EVENT WILL AUDIOKINETIC'S LIABILITY 96 ARISING OUT OF OR RELATED TO THIS AGREEMENT OR REAWWISE EXCEED ONE HUNDRED 97 DOLLARS. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY 98 INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED 99 AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT 100 (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS 101 AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR 102 BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 103 THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL 104 PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING 105 ReaWwise EULA (Aug 2022) LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF 106 RISK UNDER THIS AGREEMENT. 107 108 15. Miscellaneous. This agreement represents the complete agreement 109 concerning this license and may be amended only by writing executed by 110 both parties. If any provision of this agreement is held to be 111 unenforceable, such provision shall be reformed only to the extent 112 necessary to make it enforceable. This agreement will be governed by and 113 construed under the laws of the province of Quebec and the laws of Canada 114 applicable therein and the parties hereto submit to the exclusive 115 jurisdiction of the courts of Province of Quebec, District of Montreal. 116 117 16. Language. You confirm that a French version of this Agreement has been 118 remitted to you. It is the express wish of the parties to be bound only by 119 the English version of such agreement. Vous confirmez que la version 120 française de cette entente vous a été remise. Les parties expriment leur 121 volonté expresse d’être liées seulement par la version anglaise de cette 122 entente.