Meyer Sound Software Agreement
COMPASS CONTROL SOFTWARE
<link href="/style.css" rel="stylesheet" type="text/css"> <p>Before you download Meyer Sound's Compass Software you must read and agree to the following license terms:</p> <p> <strong>IMPORTANT</strong> -- THIS IS A LICENSE AGREEMENT BETWEEN YOU AND MEYER SOUND LABORATORIES, INCORPORATED (“MEYER SOUND”), AND GOVERNS THE USE OF YOUR COMPASS SOFTWARE WITH MEYER SOUND’S GALILEO DIGITAL LOUDSPEAKER MANAGEMENT SYSTEM. READ THIS AGREEMENT IN ITS ENTIRETY BEFORE DOWNLOADING, INSTALLING OR USING THE COMPASS SOFTWARE. <strong>DOWNLOADING OR INSTALLING THE COMPASS SOFTWARE INDICATES YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.</strong> </p> <p> WHAT SHOULD YOU DO IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT?</p> <p>--IF YOU HAVE JUST PURCHASED OF GALILEO SYSTEM, DO NOT DOWNLOAD OR INSTALL THE COMPASS SOFTWARE AND PROMPTLY RETURN YOUR GALILEO SYSTEM UNUSED AND UNDAMAGED, AND IN ITS ORIGINAL PACKAGING TO MEYER SOUND FOR A FULL REFUND. </p> <p>--IF YOU ALREADY OWN A GALILEO SYSTEM AND THE COMPASS SOFTWARE IS AN UPDATE, ENHANCEMENT, OR NEW VERSION OF THE COMPASS SOFTWARE (COLLECTIVELY "COMPASS UPDATES"), DO NOT DOWNLOAD OR INSTALL THE COMPASS UPDATES. IF YOU HAVE BEEN CHARGED FOR THE COMPASS UPDATES, THE CHARGE WILL BE REFUNDED. </p> <p>--IF YO DO NOT OWN A GALILEO SYSTEM AND YOU ARE INTENDING TO DOWNLOAD OR INSTALL THE COMPASS SOFTWARE FOR USE WITH A GALILEO SYSTEM, DO NOT DOWNLOAD OR INSTALL THE COMPASS UPDATES. IF YOU HAVE BEEN CHARGED FOR THE COMPASS UPDATES, THE CHARGE WILL BE REFUNDED.</p> <p>--IN NO EVENT SHOULD THE COMPASS SOFTWARE OR UPDATES BE DOWNLOADED OR INSTALLED EXCEPT FOR USE WITH A GALILEO SYSTEM. </p> <p><strong>Covered Software.</strong> This license applies to the Meyer Sound Compass Software used in connection with Meyer Sound Galileo Digital Loudspeaker Management Systems ("Galileo Systems"), any Updated Compass Software later offered by Meyer Sound, and any documentation that may accompany the Compass Software. Compass Software and Compass Updates, and any documentation therefor, shall hereinafter be collectively referred to as simply “Compass Software.”</p> <p><strong>License.</strong> You are granted a personal, non-exclusive right and license to use the Compass Software on a single personal computer and only in connection with the use of Meyer Sound Galileo System. This license shall be effective from the date you download or install your Compass Software and shall remain in force until terminated. Meyer Sound may terminate this agreement if you fail to comply with any of these terms and conditions, and upon such termination, you agree to delete the Compass Software from your computer, together with any back-up copies you may have made. </p> <p><strong>Proprietary Rights.</strong> The Compass Software is and shall remain the property of Meyer Sound Laboratories, Incorporated, and is protected by U.S. and foreign copyright laws, and international treaties. You may make one copy of the Compass Software, solely for backup or archival purposes. Such backup or archival copy shall also be the property of Meyer Sound. You must include all Meyer Sound and third party copyright notices and other proprietary legends on any copy of the Compass Software. </p> <p><strong>Confidentiality.</strong> Compass Software contains valuable confidential information developed at considerable expense by Meyer Sound, and to protect such confidential information, you<br /> shall strictly observe the restrictions set forth below.</p> <p><strong>Restrictions.</strong> The following restrictions apply to your use of the Compass Software: </p> <ol> <li>The Compass Software is provided to you in machine-readable form. You may not reverse engineer, decompile, disassemble or otherwise create a human-readable version of the Compass Software, or any portion thereof, nor shall you permit others to do so. </li> <li>You may not use the Compass Software except to operate a Meyer Sound Galileo System. </li> <li>You may not copy or transfer the Compass Software, except as provided herein. </li> <li>You may not alter or modify the Compass Software. </li> </ol> <p>This license shall automatically terminate if you breach any of the provisions of this paragraph.</p> <p> <strong>Transfer.</strong> You may only transfer the Compass Software to another user of a Galileo System and only if the intended transferee is provided with a copy of this license and agrees to all of its terms and conditions.</p> <p><strong>Limited Warranty.</strong> If your Compass Software is provided with your purchase of a Galileo System, the warranty on your Galileo System applies. For Compass Updates and for users of a Galileo System who are not owners of their system, Meyer Sound warrants that, for a period of ninety (90) days from the date of you download or install the Compass Software, the Compass Software, when properly installed, will perform substantially in accordance with Meyer Sound's current published documentation for such Compass Software. Meyer Sound does not warrant that the functions contained in the Compass Software will meet your requirements or that the operation of the Compass Software or any replacement copy will be uninterrupted or error free. Meyer Sound's sole obligation under this warranty is to attempt to remedy any defect in your copy of the Compass Software in a manner consistent with Meyer Sound's customary business practices. </p> <p><strong>WARRANTY LIMITATIONS; LIMITATIONS OF REMEDIES.</strong> THE ABOVE LIMITED WARRANTY AND THE WARRANTY ON YOUR GALILEO SYSTEM ARE THE ONLY WARRANTIES MADE BY MEYER SOUND IN CONNECTION WITH YOUR GALILEO SYSTEM AND THE COMPASS SOFTWARE. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL WARRANTIES THAT MAY BE IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. MEYER SOUND'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR YOUR USE OF THE COMPASS SOFTWARE, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE PURCHASE OF A GALILEO SYSTEM FOR WHICH THE COMPASS SOFTWARE IS USED, OR, IF YOU HAVE NOT PURCHASED A GALILEO SYSTEM, THE AMOUNTS PAID OR PAYABLE BY YOU, IF ANY, FOR THE PURCHASE OF THE COMPASS SOFTWARE. IN NO EVENT SHALL MEYER SOUND BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR YOUR USE OF THE COMPASS SOFTWARE, REGARDLESS OF THE LEGAL THEORY, AND EVEN IF MEYER SOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. </p> <p><strong>U.S. Government Restricted Rights.</strong> The Compass Software and any accompanying documentation have been developed entirely at private expense. They are licensed to U.S. Government end users as “commercial computer software” as defined in DFARS 252.227-7013, DFARS 252.211-7015 or DFARS 252.227-7014, or as a “commercial item” as defined in FAR 2.101(a), or as “restricted computer software” as defined in FAR 52.227-19 (or any equivalent agency regulation or contract clause), whichever is applicable. U.S. Government end users are licensed under only those rights granted to all other end users, which are according to the terms and conditions of this license agreement.</p> <p><strong>Export Restrictions</strong>. You may not export or re-export the Compass Software or any copy of the Compass Software in violation of the Export Control Laws of the United States or any other applicable laws or regulations. </p> <p><strong>General.</strong> This agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of California. The waiver or failure of either party to exercise any right under this agreement shall not be deemed a continuing waiver or modification thereof. If any provision of this agreement is held invalid by a court of competent jurisdiction, such provision shall to that extent be deemed omitted. Any suit brought by either party against the other on the basis of any controversy or claim arising out of or relating to this agreement or the breach thereof, shall be brought in the appropriate court in the State of California, and you hereby submit to the personal jurisdiction of such court. </p>
