FLUX:: Plug-ins and Software
END-USER LICENSE AGREEMENT
IMPORTANT. READ CAREFULLY. THIS END-USER LICENSE AGREEMENT (“AGREEMENT”)
DEFINES THE LEGAL AGREEMENT BETWEEN YOU (INDIVIDUAL OR ENTITY) AND HARMAN
PROFESSIONAL, INC. (“HARMAN”). YOU ARE PERMITTED TO USE THE FLUX SOFTWARE
(“SOFTWARE””) ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS
AGREEMENT. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS
AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND, YOU MUST STOP
USING THE SOFTWARE. YOU AND HARMAN AGREE AS FOLLOWS:
1. Grant of License. Subject to the restrictions defined in this Agreement, the Software and its license
may be installed, activated, and operated in a total of two (2) locations simultaneously, consisting of
designated computers or iLok keys. You are permitted to use the Software for any purpose including
commercial purposes with the following restrictions.
2. License Restrictions. You will not, or assist or direct any third person to: (i) extract, separate, remove
or otherwise copy the Software; (ii) disassemble, decompile, reverse engineer or otherwise convert any
part of the Software to source code or a human-perceivable form; (iii) adapt, modify or create a derivative
work of the Software (iv) distribute, encumber, lease, rent, sell, transmit, transfer, or otherwise dispose of
the Software, in whole or in part. (v) create, image, measure or record any impulse response of the
Software or incorporate or utilize any impulse response or measurement of the Software with any
convolution reverb or any other signal processing means; or (vi) utilize the Software in any way to replicate,
reproduce or otherwise mimic the sound processing method of the Software. You will not take any action
to jeopardize, limit or interfere in any manner with Harman’s or its licensors’ ownership of the Software.
3. Ownership of Software. The Software consists of Harman’s proprietary software and may contain
software obtained from third-party licensors. You acknowledge that the Software is the sole property of
Harman and its licensors. Harman and its licensors retain all rights, title and interest in and to the Software,
including any and all modifications, updates, derivative works and all associated intellectual property rights
therein, including those modifications, updates and derivative works created by You. This Software
contains Harman’s proprietary methods and techniques protected by Harman as a trade secret. Except as
expressly granted to You under the terms of this Agreement, Harman does not grant You any right, title or
interest in or to the Software. You will not delete, remove or otherwise alter any copyright, trademark,
confidentiality or other proprietary notice appearing in the Software. Harman reserves the sole and
exclusive right at its discretion to assert claims against third parties for infringement or misappropriation of
its intellectual property rights in the Software.
4. Open Source Software. Certain items of software included with the Software are subject to “open
source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned
by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead,
each item of Open Source Software is licensed under the terms of the end user license that accompanies
such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that
supersede, the terms and conditions of any applicable end user license for the Open Source Software. If
required by any license for particular Open Source Software, Harman makes such Open Source Software,
and Harman’s modifications to that Open Source Software, available by written request to Harman.
5. Termination. This Agreement is effective until terminated by Harman. Your rights to use the Software
will automatically terminate, with or without notice, upon any violation or breach of this Agreement by You,
in which case you will immediately stop all use of the Software.
6. SEPARATE LIMITED WARRANTY. HARMAN OFFERS A LIMITED WARRANTY TO YOU FOR YOUR
USE OF THE SOFTWARE AS DEFINED BY THE HARMAN LIMITED WARRANTY INCLUDED WITH THE
SOFTWARE (“LIMITED WARRANTY”). THIS AGREEMENT DOES NOT CONTAIN OR CONSTITUTE A
NEW OR SEPARATE WARRANTY REGARDING THE SOFTWARE AND DOES NOT MODIFY OR
EXTEND THE LIMITED WARRANTY. THIS AGREEMENT DOES NOT: (I) PROVIDE YOU ANY
ADDITIONAL REMEDIES; OR (II) CONSTITUTE A MODIFICATION OR EXTENSION OF THE REMEDIES
AVAILABLE TO YOU AS SET FORTH IN THE LIMITED WARRANTY.
7. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
HARMAN PROVIDES THE SOFTWARE “AS IS” AND WITHOUT WARRANTY. HARMAN DISCLAIMS
ALL COMMON LAW AND STATUTORY WARRANTIES AS TO THE CONDITION, QUALITY, FITNESS,
MAINTENANCE AND USE OF THE SOFTWARE, INCLUDING AND WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON
INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. NO HARMAN DEALER,
AGENT OR EMPLOYEE IS AUTHORIZED TO CREATE, MODIFY, EXTEND OR OTHERWISE MAKE ANY
WARRANTY ON BEHALF OF HARMAN.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT WILL HARMAN, INCLUDING ITS PARENT COMPANY, AFFILIATES, EQUITY HOLDERS,
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, OR ITS SUPPLIERS BE LIABLE TO YOU OR
ANY THIRD-PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, REMOTE, EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES, INCLUDING AND WITHOUT LIMITATION, COSTS OF
PROCUREMENT OF SUBSTITUTE OR REPLACEMENT PRODUCTS, LOSS OF INFORMATION, DATA
OR CONTENT, LOSS OF REVENUE OR PROFITS OR ATTORNEY’S FEES, ARISING FROM OR
CAUSED BY, DIRECTLY OR INDIRECTLY, THE SALE OR USE OF OR INABILITY TO USE THE
SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY OR OTHERWISE AT LAW OR IN EQUITY, EVEN IF HARMAN HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL BE EFFECTIVE EVEN IF ANY REMEDY
IN THIS AGREEMENT OR OTHERWISE PROVIDED BY HARMAN FAILS OF ITS ESSENTIAL
PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HARMAN’S
TOTAL AND AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT OR
ARISING FROM THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AT LAW OR IN EQUITY, EXCEED THE
PURCHASE PRICE OF THE SOFTWARE.
9. Irreparable Harm. You agree that Your breach or threatened breach of any provision of this Agreement
will cause irreparable harm to Harman for which a remedy at law would be inadequate. Harman is entitled
to seek all available remedies at law and in equity, including injunctive relief, to enforce any provision of
this Agreement and to restrain You from adapting, disclosing, distributing, modifying, publishing,
transferring, using or otherwise disposing of the Software, in whole or in part, directly or indirectly, in breach
of this Agreement.
10. U.S. Government Restricted Rights. Use, duplication and disclosure by the U.S. Government is
subject to restrictions set forth in this Agreement.
11. Export Restrictions. You will obey the laws and regulations of the United States governing exports
and re-exports of the Software.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the
substantive laws of the state of New York, excluding all applicable laws pertaining to conflicts of law and
the United Nations Convention on Contracts for the International Sale of Goods.
13. Limitation of Transfer. The Software and this license to use the Software is transferable, provided
that: (i) all Software updates are included in the transfer; (ii) You do not retain a copy of the Software; (iii)
You transfer the Software upon and as an intact part of a permanent and permissible transfer of the Product;
and (iv) the transferee agrees to be bound by the terms and conditions of this Agreement in connection
with the use of the Software. The terms and conditions of this Agreement will bind and inure to the benefit
of such permitted transferees.
14. Survival. Sections 3, 4, 6, 7, 11 and 13 will survive the termination and expiration of this Agreement.
15. Entire Agreement. This Agreement is the complete and final agreement between You and Harman
with respect to the subject matter of this Agreement. To the extent that any terms of any Harman policies
or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall
control.
16. Severability. If any court or other tribunal of competent jurisdiction finds or holds any provision of this
Agreement to be void, invalid, illegal or otherwise unenforceable the remaining provisions of this Agreement
will remain in full force and effect.