Spatial Sound Card - Gaming Edition - EULA

THE USE OF THE SPATIAL SOUND CARD SOFTWARE (PRODUCED BY NEW AUDIO TECHNOLOGY GmbH) THAT YOU ARE GOING TO PURCHUASE OR TEST IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. BY USING THE SOFTWARE YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU HAVE TO QUIT ANY FURTHER STEPS, INCLUDING BUT NOT LIMITED TO, THE RETRIEVAL, DOWNLOAD, PURCHASE, TESTING AND/OR USE OF ANY SOFTWARE PRODUCED BY NEW AUDIO TECHNOLOGY GmbH.

Software License Agreement, Terms and Conditions, Data Protection Terms

This document contains the software license agreement, the general terms and conditions, and the data protection terms, which in the following will be called "Contract Content".

1. SOFTWARE LICENSE TERMS AND CONDITIONS

The following terms and conditions govern any retrieval, purchase, testing and/or use of the Spatial Sound Card (Gaming Edition) software - produced by the New Audio Technology GmbH (in the following: "NAT") and distributed on spatialsoundcard.com - by any individual person or legal entity retrieving, purchasing, testing and/or using such software (in the following: "YOU").

2. LICENSE GRANT

NAT grants to YOU a non-exclusive, non-transferable, worldwide license to test and/or use of the software on any appropriate system. This license includes the content accessible in the software by default. Certain optional content may require the purchase of an additional unlocking license file (see 4). A system should be a hardware device like a computer, tablet pc or a software host application like a so called audio workstation. You may not modify the software or disable any hybrid features of the software unless this is a predesigned and preprogrammed feature of the software.

For further questions regarding licenses and larger contingents of licenses mail to [email protected]

3. OWNERSHIP

The software and any and all rights vested therein, namely exploitations rights ("Nutzungsrechte") under the German Copyright Act (Urheberrechtsgesetz) to the software are held and owned by NAT.

4. COPIES AND ADAPTIONS

YOU are explicitly allowed to copy and redistribute the unmodified installer ZIP as obtained from spatialsoundcard.com. YOU may no adapt the software or redistribute modified versions. YOU must reproduce all copyright notices in the original software on all authorised copies or adaptations. YOU may not copy, adapt or redistribute personal unlock license files. Among others, this specifically includes any ".ssclicense" files and any "license.pem" files obtained from spatialsoundcard.com or its sales partner FastSpring. You may not transfer any license file (by means of sale or otherwise) to any third party.

5. NO DISSASSEMBLY OR DECRPYTION

YOU may not disassemble, decompile, edit, decrypt, change and/or otherwisely reverse engineer the software and/or any updates and/or upgrades of the software without NAT's prior written consent. In some jurisdictions, NAT's consent may not be required for disassembly or de-compilation. Upon request, you will provide NAT with reasonably detailed information regarding any disassembly or de-compilation.

6. TRANSFER

If YOU want to transfer any license file (see 4.) to a third party, such third party must provide a written confirmation of its acceptance if this Contract Content to NAT at [email protected] Any transfer of the software to a third party without the written acceptance of the Contract Content is prohibited. Upon transfer, YOU must deliver the original and all complete, partial or electronically stored copies of the license file and related documentation to the transferee. With the acceptance of the Contract Content by the transferee the license granted under these terms and conditions is transferred to the transferee so that YOU lose any and all rights to test and/or use the software.

7. AVAILABILITY OF THE STORE

NAT grants to use appropriate web hosting partners to provide common information, support, purchasing and Software delivery. Commonly the partners provide over 99% online availability. NAT is not liable for downtimes of the Store.

8. LIMITED MEDIA WARRANTY

If the software has been delivered by NAT on physical media, NAT warrants the media to be free from material physical defects for a period of thirty days after delivery by NAT. If such a defect is found, return the media to NAT for replacement or alternate delivery of the software as NAT may select.

9. REPRESENATION AND WARRANTIES

The software which is provided to YOU by NAT is free from any Material Defect or Title Defects as hereinafter defined. A "Material Defect" shall mean if the software does not contain and/or is unable to perform the functionalities described in the documentation provided along with the software or on the website of NAT. A "Title Defect" shall mean if the rights YOU need to use the software under this agreement are not effectively provided by NAT.

In case YOU become aware of any Material Defect or Title Defect YOU shall notify NAT about such defect in writing, specifying the defect and the circumstances under which it occurred. If the defect is caused by the software NAT will provide YOU with a new copy of the software in order to remove the defect. If the newly delivered software does show the same defect as before YOU have the right to cancel the contract. In this case NAT will refund YOU the price YOU have paid to purchase the software, however, NAT is entitled to keep an adequate compensation for the use of the software by YOU prior to the cancellation. If the defect is not caused by the software YOU are obliged to reimburse NAT for the costs and efforts which occurred to analyze and remove the defect if you have negligently not realized that the defect is not caused by the software.

In any other case the statutory provisions of the German Civil Code apply.

10. LIMITATION OF LIABILITY

The liability of NAT for any damages towards YOU is limited as follows:

The liability for any damages for any damages which are caused by intent or gross negligence of NAT and/or its vicarious agents is not limited. The liability of NAT for any damages caused to life, body and/or health is not limited. The liability of damages for the breach of essential contractual obligations of NAT is limited to the typically foreseeable damages. Notwithstanding the foregoing NAT shall not be liable for any other damages, namely, but not limited to, NAT shall not be liable for damages caused without NAT's default. YOU are responsible to protect any and all of the date generated using the software against loss and damages for example by frequently generating back-ups. NAT shall not be liable for any loss or damage of date and/or damages arising therefrom which could have been avoided if YOU had frequently generated back-ups and/or taken all other reasonable measures to ensure the integrity of YOUR data.

11. BROWSER-BASED WEBSHOP

Customers may get access to the store by using an internet browser (e.g. Mozilla Firefox, Windows IE) and pay for the software by using the implicated payment systems. Those services provided by such payment systems may be subject to the terms and conditions provided by the supplier of these payment systems.

12. PERSONAL EMAIL ADDRESS

For purchasing a license, YOU shall not use any collective e-mail address or an e-mail account which is accessible for third parties.

13. PURCHASE PROCEDURE

YOU are allowed to download the Spatial Sound Card (Gaming Edition) installer free of charge from spatialsoundcard.com. In order to unlock additional features within the software, YOU will need to purchase a license unlock file from one of NAT's distribution partners. Irrespective of how a license file has been obtained by YOU, the use of both the free software and of the unlocking license are governed by this agreement.

14. SOFTWARE DELIVERY

Immediately after the contract to purchase the contract according to section 14 is closed and the payment procedure has been completed successfully an e-mail is sent to YOUR e-mail address that YOU have provided during checkout. Then the purchased software and/or license file is released for download in a appropriate format.

15. PAYMENT

YOU have the choice to make your payment through any of the payment services available in NAT's shops or offered by NAT's distribution partners. These payment services may be subject to their own terms and conditions.

16. CHANGE OF SERVICE

After YOU purchase the software NAT may still change, modify, amend or alter any of its services apart from the downloaded software such as, but not limited to, the user interfaces on the website, support services etc. For clarification: any such changes will not affect the functionalities and the performance of the software and will not incur any further costs on YOUR behalf.

17. DATA PROTECTION / PRIVACY

All personal as well as technical (e.g. OS system, computer hardware) data YOU provide to NAT will be kept strictly confidential by NAT and will only be used, stored and processed for the performance of or in connection with this contract. NAT is entitled to use YOUR anonymized data for the development of improvements to the software.

18. SYSTEM REQUIREMENTS

In order to test and/or use the software without any defects or deficiencies YOUR system must fulfill the system requirements as set forth in the documentation of the software and software web site.

19. CANCELLATION / CONSUMER RIGHTS

If YOU are a consumer in the meaning of section 13 of the German Civil Code (BGB) you have the right to cancel orders for goods or services without having to give any reasons during the period of 14 working days starting as set forth below (hereinafter the "cool-off period"). Clause 20.1 applies only if the goods and services at issue are capable of being returned.

If you choose to exercise this right, you will receive a full refund of the price paid for the software in accordance with our refunds policy (set out in the subclauses 20.X below). Please carefully read the provisions below as they will affect your right to cancel the contract.

20 REFUND POLICY

20.1 LIMITATION TO 14 DAYS

The 14 day cool-off period will start:

To cancel a Contract within the cool-off period, you must inform us in writing or in another durable medium by giving notice to [email protected] or via postal service:

New Audio Technology GmbH Planckstrasse 7 22765 Hamburg Germany

20.2. PERSONALIZED SOFTWARE

YOU may not exercise the right to cancel in respect of contracts for the supply of (a) software made to your own specifications or clearly personalized or (b) which, by reason of their nature, cannot be returned or (c) are liable to deteriorate or expire rapidly, and (d) with respect to contracts for the supply of audio or video recordings or computer software which have been unsealed.

20.3 DELIVERY ON DATA CARRIES

If YOU receive the software and/or license file on a data carrier then - if possible - the software should be returned to NAT unopened and in their original packaging and in the same condition in which YOU received them. Prior to the cancellation, YOU shall retain possession of the goods and take all reasonable care of them. If YOU fail to comply with this obligation, NAT may have a right of action against you for compensation. YOU shall return the data carrier to us via mail. If the software delivered is the same that YOU ordered and if the price of the software no more than 40,00 EURO or if YOU have at the time when the contract is canceled not yet paid the purchase price YOU shall bear the costs of the return of the software. In all other cases the return of the software is free of charge for YOU.

20.4 DOWNLOAD OF LICENSE FILE

Please note that YOU are no longer entitled to cancel YOUR order in respect of contracts for the provision of services if performance has begun, with YOUR agreement, before the end of the 14 working days period. YOU acknowledge and agree that when YOU purchase a license file download, once the license file has been downloaded to YOUR system YOU have waived your right to cancellation as performance has begun, with your agreement, before the end of the 14 day cancellation period. Once you have initiated the license file download you may no longer cancel the Contract. For the avoidance of doubt this does not affect your statutory rights in the event that the download is defective.

20.5. DELETION OF DELIVERABLES

Once NAT has received YOUR cancellation of the contract, YOU have to delete or destroy any and all copies that YOU may have made of the software and/or license files.

21. TERMINATION

Both YOU and NAT have the right to terminate the license agreement contained in these terms and conditions for good cause. NAT shall have the right to terminate the license granted hereunder namely, but not limited to, in case YOU breach any material obligations contained in these terms and conditions. Upon termination, YOU must immediately destroy and/or delete the software together with all copies, adaptations and merged portions in any form.

22. OTHER TERMS AND CONDITIONS OR AGREEMENTS

NAT will not accept other terms and conditions in connection with the retrieval, purchase, testing and/or use of the software than those provided herein. Any changes, modifications and/or amendments in the Contract Content are only valid if they are made in writing and signed by an authorized representative of NAT.

23. APPLICABLE LAW AND JURISDICTION

This Agreement shall be exclusively governed by and construed in accordance with the laws of the Federal Republic of Germany. Unless YOU are a consumer in the meaning of section 13 of the German Civil Code (BGB) the courts of Hamburg, Germany, shall have exclusive jurisdiction over any dispute or matter arising out of or in connection with this Agreement. If YOU are a consumer according to section 13 BGB the statutory provisions of the German Civil Procedure Code (ZPO) determine the court having jurisdiction over this agreement.

24. SEVERABILITY

If any provision of these terms and conditions turns out to be invalid or unenforceable, then such provision will (as far as it is invalid or unenforceable) shall have no effect and shall be deemed to have not been included without affecting the validity and enforceability of any of the remaining provisions of this Agreement. NAT and YOU shall then use all reasonable endeavors to replace the invalid or unenforceable provision by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

Last update: December 4th, 2017