Universal Audio Apollo Software - Manual (Page 146)

Apollo Software Manual Chapter 12: Notices 146
Section 10 of this Agreement);
C. The transfer is done in connection with the transfer of a Permitted UA Hardware
Device, as described at http://www.uaudio.com/support/uad/transfer-faq, except as authorized by UA in writing on a
case-by-case basis, in its sole discretion (UA typically only provides such authorization in with respect to certain edu-
cational and multi-room facilities);
D. Customer transfers all of the Licensed Materials to the transferee, without unbun-
dling 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 Trans-
fer”. 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 Transferee”.
(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 De-
vice (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 Accompanying 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 enables 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 Cus-
tomer 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 nor-
mal 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. 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 deliv-
ered by UA (excluding any hardware that the Licensed Materials are bundled with--which is subject to a separate war-
ranty as set forth in the applicable Hardware Terms ) shall be free from defects in materials and workmanship under