Terms of Software
Terms of Software
BY INSTALLING, DOWNLOADING OR USING THE SOFTWARE, YOU (“YOU” OR “CUSTOMER”) ARE ENTERING INTO A BINDING AGREEMENT WITH KORNEFF AUDIO, INC. (“KORNEFF AUDIO”) AND AGREE TO BE BOUND BY THESE TERMS OF Software, WHICH MAY ALSO INCORPORATE BY REFERENCE OTHER THIRD PARTY TERMS (COLLECTIVELY “TERMS”).
IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT DOWNLOAD OR USE THE SOFTWARE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).
1. Registration and Account Information.
Customer must register and create an account with Korneff Audio as a condition to using the Software. In order to register with Korneff Audio, Customer must provide complete and accurate information as requested in the registration process. Customer will maintain and update all information during registration as required to keep it current, complete and accurate. If Customer provides any inaccurate information or fails to keep such information current, complete and accurate, Korneff Audio may terminate Customer’s account and Customer’s right to use the Software. Customer shall maintain the security and confidentiality of all passwords issued to Customer. Customer agrees not to transfer or share Customer’s user name or password, or lend or otherwise transfer Customer’s use of or access to the Software, to anyone. Customer is responsible for any and all activities that occur under Customer’s account. Customer agrees to immediately notify Korneff Audio of any unauthorized use of Customer’s account or any other breach of security related to Customer’s account.
2. Grant of Rights
2.1 Subject to these Terms, Korneff Audio hereby grants to Customer, and Customer hereby accepts, a limited nonexclusive, nontransferable, nonassignable right during the Term to use the software solely for Customer’s personal or internal business purposes and solely for its intended purpose.
2.2 Installation. The Software is licensed for installation and use only in the manner it was provided to you, as configured by an automated installation program provided with the Software. You may not separate the components contained in the Software or otherwise reconfigure the Software to circumvent technical limitations on the use of the Software or to otherwise exceed the scope of your license.
2.3 Reserved Rights. The Software involves valuable proprietary rights of Korneff Audio and its Third Party Licensors. No title to or ownership of the Software or any proprietary rights associated therewith is transferred by these Terms to Customer or any third party. All rights not expressly granted in these Terms are reserved by Korneff Audio and its Third Party Licensors.
2.4 General Restrictions and Limitations on Customer. Customer may not license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software, or any portion or component thereof, or any rights granted in these Terms, except as expressly permitted herein and subject to the terms set forth in these Terms. Unless otherwise restricted by law, Customer may not reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover the source code of the Software. Customer may not: (i) remove any copyright, trademark or other proprietary notices from the Software, or any component thereof; (ii) use the Software for commercial time-sharing or in any manner for anyone other than Customer for its own internal business purposes; (iii) rent or lease the Software or permit access to or use of the Software by anyone other than Customer and its employees; (iv) develop or assist with the development of a product or Software using similar ideas, features, functions, or graphics of the Software; (v) create modifications to or derivative works of the Software or any component thereof; (vi) copy any ideas, features, functions, or graphics of the Software. Customer shall have no right to receive any source code or source documentation with respect to the Software.
3.1 Use of Personal Information
Korneff Audio uses the personal data to create accounts and allow users to register their products, to process transactions, to operate and optimize our Services, to provide you with a safe, smooth, efficient and customized experience, to fulfill specific requests and to send its customers other account-related information.
In addition, the personal data provided to Korneff Audio will allow it to send the users messages regarding, among other things, updates, new products, features, enhancements, special and promotional offers, upgrade opportunities and events of interest.
Korneff Audio may also use personal data to (i) Better understand the behavior and preferences of its customers; (ii) Identify, suggest and enable communication and connections with other Korneff Audio users and personalize our Services; (iii) Provide technical support and respond to inquiries; (iv) Help create a safer and more trusted environment for our customers by preventing fraud or potentially illegal activities; (v) Deliver and enforce our Terms of Service; (vi) Target and serve static and dynamic advertising; (vii) Solicit input and feedback to improve Korneff Audio products and Services and their content; (viii) Ensure proper functioning of our products and Services; (ix) Manage and deliver contextual and behavioral advertising; (x) Administer surveys or other promotional activities or events sponsored or managed by us or our business partners; (xi) Comply with our legal obligations, resolve any disputes we may have with customers; (xii) Enforce our agreements with third parties and conduct research.
3.2 Collection Of Personal Information
The type of personal data collected in accordance with the Service may vary depending on the activity and may include: (i) First and last name (or the name you have associated with your device); (ii) Telephone number; (iii) Transaction identifiers for purchases; (iv) Email address used to login the Korneff Audio account; (v) Profile picture; (vi) Age and date of birth; (vii) Gender; (viii) Information about the hardware you may own; (ix) Country; (x) If applicable, physical geolocation and that of the devices you use to access our Services; (xi) Occupation (e.g. studio engineer, live sound engineer); (xii) Audio software used (e.g. Pro-tools, Live) (xiii) Language, zip code, area code, Time zone where a Service is used; (xiii) Information about the computer used; (xiv) software and platform used; (xv) Incident data; (xvi) Internet Protocol (IP) address, Network Media Access Control (MAC) address and connection, Browser type and language, Referring pages, landing pages, exit pages and URLs, Number of clicks, Domain names, Pages viewed and the order of those pages; (xvii) Statistics about your interactions with the Service, the amount of time spent on particular pages, and the date and time of this activity
Korneff Audio may also receive public information from third parties in connection with market and demographic studies and/or data that Korneff Audio may use to supplement personal information provided directly by the customer.
Korneff Audio may send periodic emails. The email address Users provide for order processing will be used only to send them information and updates pertaining to their order or to respond to their inquiries, requests or questions. Users who decide to opt into Korneff Audio’ mailing list will receive emails that may include company news, updates, related product or service information, etc. Users who wish unsubscribe from the list may do so at any time by following the detailed instructions found at the bottom of each email they receive from Korneff Audio.
Korneff Audio will not retain personal data for longer than is necessary for our business purposes or for legal requirements.
In addition to the direct Service, Korneff Audio uses personal information that people voluntary provide to: (i) Reply to user’s request of information regarding Korneff Audio products and services; (ii) Allow candidates to apply for a job through Korneff Audios' site.
In all cases of data access and collection, the information provided will not be disclosed, rented, loaned, leased, sold, or otherwise voluntarily distributed to unaffiliated third parties and will be used solely for the purpose stated herein.
3.3 Cross-Border Transfer, Processing and Storage of Personal Data
As part of its international operations, Korneff Audio may transfer personal data to its Affiliates from time to time for our legitimate business purposes.
Korneff Audio transfers personal data to a third country only if the controller or processor has provided appropriate safeguards, and on condition that enforceable data subject rights and effective legal remedies for data subjects are available.
Personal data collected may also be processed by Korneff Audios' employees operating outside of the EU or one of its Affiliates or vendors. This staff may be engaged in processing transactions and payment details or provisioning support services. Korneff Audio vendors are carefully vetted through a vendor assessment procedure and are legally committed to comply with relevant regulations.
3.4 Sharing Information with Third Parties
Korneff Audio does not share personal information with third parties for their direct marketing purposes unless upon specific consent to such disclosure.
Korneff Audio may pass Personal Information to third parties who help Korneff Audio to maintain, administer or develop the site, such as sending out newsletters or surveys. Korneff Audio may share Users’ information with such third parties, for those limited purposes, for a limited time and only subject to Users’ permission.
Korneff Audio discloses Personal Information to third parties only if they have satisfactory measures to protect Personal Information.
3.5 Links To Third Parties’ Sites
Korneff Audio may include or offer links to third party products or services. Korneff Audio does not control the content or links that appear on such other sites and is not responsible for the practices they employ. These parties should have separate and independent privacy policies, and Korneff Audio has no responsibility or liability for the content and activities of these linked sites.
3.6 Children’s Privacy
Korneff Audio is committed to protecting the privacy needs of children and encourage parents and guardians to take an active role in their children’s online activities and interests. Korneff Audio does not knowingly collect information from children under the age of 13 without their parents' or guardians’ consent. Korneff Audio relies upon the accuracy of information provided by the controller to determine age.
Private data is collected and processed by Korneff Audio only upon specific consent of the data subjects, unless another legal basis applies.
3.8 Accurate Records
Korneff Audio maintains accurate customer records.
Data subjects may request to modify their Personal Information at any time by submitting a request through the support portal.
3.9 Deletion of Personal Information
Korneff Audio supports the Data subjects' "Right to be forgotten".
Data subjects may request to remove their Personal Information at any time by submitting a request through the support portal.
Korneff Audio may be required to retain some information for legal or other reasons as follows: (i) Korneff Audio will retain customer’s purchase history as required by any applicable laws. (ii) Korneff Audio may be required to retain information regarding participation in demos in order to prevent fraud and abuse of our demo programs.
To manage the information Korneff Audio receives about its users from social networks like Facebook, users will need to follow the instructions at the relevant sites for updating your information and changing your privacy settings.
3.10 Protecting your Information
Korneff Audio follows appropriate data collection, storage and processing practices and suitable security measures in order to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information, and all other data stored on our Site.
Sensitive and private data exchange between the Site and its Users happens over a secured SSL communication channel and is encrypted and protected with digital signatures.
4. Intellectual Property Ownership
4.1 Korneff Audio Rights. As between the parties, Korneff Audio and its Third Party Licensors own all right, title and interest in and to the Software, including, without limitation, all proprietary processes and technologies relating thereto, and all intellectual property rights therein, including, without limitation, all modifications, updates and derivative works relating to the Software. All suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any third party to Korneff Audio related to Korneff Audio, the Software or any of Korneff Audio’s other products or Softwares (collectively referred to as “Contributions”), shall be owned by Korneff Audio, Customer shall not be entitled to any compensation in connection therewith, and Customer hereby assigns to Korneff Audio all intellectual property rights and other rights in or to any and all Contributions. The Korneff Audio name and logo, and any other trademarks or Software marks used by Korneff Audio in connection with the Software are trademarks of Korneff Audio, and no right or license is granted to use them. Except as expressly set forth herein, no additional license, grant, or working right is granted or implied by these Terms.
5. Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act and other applicable law, Korneff Audio may terminate, in appropriate circumstances and at Company’s sole discretion, account holders who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Korneff Audio website and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
6. Copyright Complaints
If you believe that anything on the Korneff Audio website infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.
Name of Agent Designated to Receive Notification of Claimed Infringement:
Full Address of Designated Agent to Which Notification Should be Sent:
103 Otis Street
West Babylon, NY 11704
Telephone Number of Designated Agent: 631-371-2699
E-Mail Address of Designated Agent: KorneffAudio@gmail.com
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
7. Term; Termination.
7.1 Term. This Agreement shall become effective at the time the Customer clicks the "Agree" button which enables it to proceed with installation of the Software 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").
7.2 Early Termination. This Agreement will terminate automatically without notice from Korneff Audio if Customer fails to comply with any term(s) of this Agreement. In addition, Korneff Audio 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 substantial 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. Korneff Audio may also suspend Customer's use of any or all Licensed Materials if Korneff Audio reasonably believes that Customer's use of any or all of the Licensed Materials is unauthorized until such time as Korneff Audio verifies Customer's rights to use the Licensed Materials.
7.3 Obligations Upon Termination. Upon termination of this Agreement, Customer shall cease using the Licensed Materials and shall destroy all copies of the same.
7.4 Survival. Sections 2 (except for the provisions in Section 2(a) authorizing transfer of the Licensed Materials under certain circumstances) shall survive termination of this Agreement.
8. Discontinuation or Modification of Software
Korneff Audio reserves the right to modify, suspend or discontinue the Software at any time with or without notice, including adding, changing or removing any features or functionality of the Software.
9. Representations and Warranties
9.1 No Korneff Audio Warranties. THE SOFTWARE, IS PROVIDED BY Korneff Audio AND ITS THIRD PARTY LICENSORS AND ACCEPTED BY CUSTOMER “AS IS” AND “WITH ALL FAULTS, DEFECTS AND ERRORS.” Korneff Audio MAKES NO WARRANTY, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, REGARDING THE SOFTWARE PROVIDED IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, AVAILABILITY, SECURITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER KORNEFF AUDIO NOR ITS THIRD PARTY LICENSORS SHALL HAVE ANY LIABILITY FOR ANY ERROR, OMISSION OR DEFECT IN THE SOFTWARE , ANY INABILITY TO USE THE SOFTWARE OR ANY LOSS OF CUSTOMER CONTENT, DATA OR OTHER DAMAGE TO CUSTOMER AS A RESULT OF THE USE OF THE SOFTWARE.
WITHOUT LIMITING THE FOREGOING, NEITHER KORNEFF AUDIO NOR ITS THIRD PARTY LICENSORS REPRESENT OR WARRANT THAT (A) THE SOFTWARE SHALL BE COMPATIBLE WITH ANY PARTICULAR CUSTOMER PLATFORM, SOFTWARE OR INTERFACES, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SOFTWARE SHALL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS; (C) ANY STORED DATA SHALL BE ACCURATE OR RELIABLE; (D) MINOR ERRORS OR DEFECTS SHALL BE CORRECTED; (E) THAT THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE; OR (F) THE SOFTWARE OR THE SERVERS THAT MAKE THE SOFTWARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9.2 Customer Responsibility. Customer assumes full responsibility for (i) the selection of the Software; (ii) the proper use of the Software; (iii) verifying the results obtained from the use of the Software; and (iv) taking appropriate measures to prevent loss of data, protect against software viruses, and protect against software security breaches.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KORNEFF AUDIO OR ITS THIRD PARTY LICENSORS BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE OR THESE TERMS, EVEN IF KORNEFF AUDIO OR ITS THIRD PARTY LICENSORS HAVE BEEN ADVISED OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL KORNEFF AUDIO’S OR ITS THIRD PARTY LICENSORS’ AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO KORNEFF AUDIO OR ITS THIRD PARTY LICENSORS FOR THE SOFTWARE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
11.1 Waiver; Invalidity. The failure by either party to enforce any provision of these Terms shall not be construed as a waiver of the provision. If any provision of these Terms is held unlawful or otherwise ineffective, in whole or in part, by a court of competent jurisdiction, the remainder of these Terms shall remain in full force and effect, and the provision modified, or these Terms interpreted to the maximum extent permitted, to effect the original intent and purpose of the parties.
11.2 Force Majeure. Neither Korneff Audio nor its Third Party Licensors shall be liable for any delay in performance caused by (i) acts of God; (ii) war or armed hostilities; (iii) government acts or priorities; (iv) strikes or labor troubles causing cessation, slowdown or interruption of work; (v) inability, after due and timely diligence, to procure materials, systems, accessories, equipment, Internet or parts; or (vi) any other cause to the extent the cause is beyond its control and not occasioned by its fault or negligence. In such event, the date for completion of the party’s performance shall be equitably extended; provided, however, that the performance of any obligation for payment of any monies owed under these Terms shall not be delayed for a period of more than thirty (30) days.
11.3 Complete Agreement. These Terms constitute the complete and only agreement between Korneff Audio and Customer regarding the Software and supersedes all prior understandings, communications, discussions, negotiations, contracts and agreements between Korneff Audio and Customer relating to the subject matter hereof, whether oral or written. These Terms include all posted policies and provisions that are referred to in these Terms.
11.4 Amendment. Korneff Audio reserves the right to revise these Terms by posting the revised changes on the Korneff Audio website. Revisions will be effective immediately upon posting. You will also be given notice of material updates via the Korneff Audio website. By continuing to use the Software following any posted revision, Customer will be deemed to have agreed to such revisions. If Customer does not agree with any revisions to these Terms, Customer must cease using the Software and must cancel Customer’s account.
11.5 Assignment. These Terms may not be assigned by Customer without Korneff Audio’s prior written approval. Any purported assignment in violation of this section shall be void.
11.6 Law and Jurisdiction. These Terms are governed by the laws of the State of New York, excluding any choice of laws or rules that might otherwise be applicable. The parties expressly consent to the venue and jurisdiction of the federal or state courts located in Suffolk County, New York, with respect to any actions that may arise out of, or relate to, these Terms or the Software.
11.7 Export Restrictions. The Software is subject to United States export laws and regulations. You must comply with these laws, which include restrictions on destinations, end users and end use. For further information, please see http://www.bis.doc.gov. You may not export, convey, rent, sublicense, or otherwise distribute the Software or any rights therein to any person or entity.
11.8 The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other Customers herein, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.