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FL STUDIO END USER LICENSE AGREEMENT

 

 

 

 

1. Definitions

 

When used in this FL STUDIO End User License Agreement, the following terms shall have the following meaning:

  • Image Line: Image Line bvba, with registered office at Franklin Rooseveltlaan 348/D, BE-9000 Ghent (Belgium) and with company registration number BE 0452.440.860, webmaster@image-line.com;
  • Demo Songs: the demo song contained in the product package of the Software, including but not limited to digitally recorded sounds, MIDI or FL STUDIO format song files, loops, samples, rhythm patterns or patches and digitally reproduced music;
  • EULA: this FL STUDIO End User License Agreement and all the Annexes thereto;
  • Software: present and future versions of FL STUDIO and related software products as well as any updates, upgrades, plugins or maintenance releases of that software that are distributed by Image Line;
  • User: every natural or legal person who has downloaded FL STUDIO and thus has accepted the FL STUDIO End User License Agreement. For legal entities, the User includes any entity that controls, is controlled by, or is under common control with the User. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity;
  • Website: www.image-line.com and derivatives, developed and administered by Image Line (such as but not limited to: www.image-line.com/be/audio, www.imageline.com, www.flstudio.com/net/org/eu/cnwww.flstudiomobile.com, www.flstudioapp.com, www.samplefusion.com, www.pluginspot.com, www.loopspot.com, www.dynamicloops.com, www.sytrus.com, www.visit.dj, www.ez-editor.com , www.ezgenerator.com/net, www.superwebsitebuilder.com, www.sitelizard.com, www.emageview.com and www.e-officedirect.com); and
  • Web Shop: the web shop of Image Line in the Website.

 

2. Offer to contract
 
This is an offer to contract. Read the following terms and conditions carefully before even installing, using, copying, transmitting, reselling or distributing the Software because by installing, using, copying, transmitting, reselling or distributing the Software, the User agrees to all of the terms of this EULA, as stated below.
 
Both this offer to contract as well as any user rights that would be granted under this EULA are entirely conditional upon the lawfulness of the User’s copy of the Software and the Demo Songs. No offer to contract is made and no rights whatsoever are granted in case of “cracked” or otherwise unauthorized copies of the Software and/or the Demo Songs. Unauthorized duplication, whether in whole or in part, temporary or definitive, of the Software and/or the Demo Songs is a violation of applicable copyright laws and treaties and may result in severe civil and/or criminal sanctions.
 
If the User does not agree to any of the terms of this EULA, the user should not install, use, copy, transmit or distribute this (copy of the) Software and promptly, in any case no later than five (5) working days after the date of taken knowledge of this EULA for the Software as evidenced by the User’s order confirmation, receipt, or invoice, return the Software unused along with a copy of order confirmation, receipt, or invoice and a notice of disagreement to the store the User bought the Software, or in case the User bought it from the Web Shop, to Image Line. Duly returned Software together with a complete ‘letter of destruction’, in which the User declares that the user has destructed any copy of the Software, will be promptly refunded.
 
If the User cannot comply to any of the terms of this EULA due to statute, judicial order, or regulation, then the User must (i) send a printed copy of the EULA back to Image Line, (ii) cite the statute or regulation that prohibits the User from adhering to the EULA, and (iii) describe the limitations and the clause they affect. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill at computer programming to be able to understand it. Except to the extent prohibited by statute or regulation, in which case the User has to comply with the terms of this EULA to the maximum extent possible, the installation, use, copy, distribution or modification of this Software is subject to the acceptance of Image Line of the changed clauses. The User may not install, use, copy, transmit or distribute this Software than after the User received a signed copy of the changed EULA.

 

3. End User License Agreement
 
This is an EULA between Image Line and the User, that applies, if not specified otherwise, to the Software and the Demo Songs.
 
The User expressly declares and warrants that the user has the legal authority and capacity to enter into this EULA and that the information that has been and will be provided to Image Line is true and complete and that the User will update such information promptly in case of changes.

 

To the extent that the User have not reached the age of legal majority:

  1. the User’s acceptance of this EULA shall be made on the User’s behalf by the User’s parent or legal guardian;
  2. the rights granted hereunder shall be inapplicable if this EULA has not been accepted on the User’s behalf by the User’s parent or legal guardian.

 

Unless the User has a different license agreement signed by Image Line, the User’s installation, use, copy, distribution or modification of the Software indicates the User’s acceptance of all of the terms of this EULA.
 
This EULA identifies the terms under which the User may install, use, copy, distribute or modify the Software.

 

4. User rights

 

For as long as the User is not in breach of the EULA and in consideration of payment of the license fee, Image Line hereby grants the User, a personal, non-exclusive, non-transferable, worldwide and revocable license, being the right to use this copy of the Software (and its user manual) as a single person who uses the Software personally on one or more computers or workstations. The Software is licensed, not sold.
 
The User may personally access this copy of the Software through a network, provided that the User as well as any other person who accesses this copy through the network has obtained a separate personal license, regardless of whether the Software is used at different times or concurrently. Any, even non-simultaneous, use by multiple people of a personally licensed copy of the Software is strictly prohibited. This is not a concurrent use license.
 
The User may personally make one (1) back-up copy of the Software insofar as it is necessary for the use the User may make of the Software.
 
The User expressly declares that Image Line has provided the User with a (online) user manual which describes the operation and operating procedures for the Software. This license explicitly does not include training or assistance or any other activities with respect of the utilization of the Software. This license does not entitle the User to receive upgrades or updates, except for Users who bought the online downloadable version of the Software. The User is however entitled to online support provided that the User has validly registered himself. The User shall be responsible for installation of the Software on the computer(s) or workstation(s) and shall advise proper configuration of the hardware used, preparation of back-ups, and operating methods.
 
Depending on the User’s version of the Software, some plugins will be a demo. If so, after saving the User’s project, the demo plugins will be replaced by empty channels/slots next time the project is opened. However, after purchasing and registering these demo plugins, they will load as they were originally saved. A dialog window will inform the User about this.

 

5. Property Rights

 

The Software and the Demo Songs, in its entirety and each part of it, are protected by applicable copyright laws, international treaty provisions and European directives.
 
The User acknowledges and agrees that the Software, including but not limited to the source code, the structure and organization, and the Demo Songs in its entirety and each part of it, are proprietary to Image Line and/or its partners and contributors and that Image Line and/or its partners retain exclusive ownership of all right, title and interest in and to the Software, Demo Songs, documentation and trademarks. As producer(s) of the databases contained in the Software and the product package of the Software, Image Line and/or its partners and contributors retain all sui generis rights.
 
Notwithstanding the foregoing, Image Line shall in no event claim ownership rights to new and original music made by using the Software.
 
The User shall not remove, modify, destroy or obscure any proprietary, trademark or copyright markings or notices. The User will take all reasonable measures to protect Image Line’s proprietary rights in the Software, the Demo Songs, documentation and devices.
 
Apart from this license to use the Software, the User is not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises or licenses with respect to the Software or the Demo Songs.
 
All rights of any kind in the Software and the Demo Songs, which are not expressly granted in this EULA, are entirely and exclusively reserved to and by Image Line and/or its partners and contributors.
 
The User is however allowed to share the logos and artwork, which can be downloaded at the Website (more specifically: http://support.image-line.com/redirect/FLStudio_images), meaning the User can copy, distribute and transmit them, but only for non-commercial purposes. Also the User cannot alter, transform or build upon these logos and artwork and the User has to respect Image Line’s moral rights. In the event of any such reuse or distribution the User has to make these terms clear to others.

 

6. User obligations

 

Without restricting the generality of the foregoing, the User shall not, nor give anyone permission to (i) duplicate, rent, lease, alter, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software; (ii) make access to the Software available to others in connection with a service bureau, application service provider, or similar business; (iii) export or re-export the Software either directly or indirectly, without the prior written consent of Image Line and without the required export license.
 
On the other hand, without any prejudice to the above, the User shall (i) abide by all laws in the course of using the Software and shall not use the Software for illegal purposes, and in general the User shall use the Software in good faith and under conditions that can be considered as normal use; (ii) take all commercially reasonable precautions to prevent unauthorized use or misuse of the Software; (iii) be liable, to the extent possible by law, for holding Image Line and/or its partners and contributors harmless for damages resulting from unauthorized and/or non-compliant use of the Software within the User’s area of control; (iv) make no copies of the Software or documentation, other than the back-up copy as stated under article 4 of this EULA.
 
In the event the User’s version of the Software is a trial or demo version, the User’s usage of the Software is limited to private use only. The User is expressly forbidden to use the User’s projects created with such a demo version of the Software for commercial purposes, both “profit” or “not-for-profit”. Notwithstanding any foregoing provisions, should the User not comply with this obligation, Image Line will have full ownership over these projects and is therefore entitled to all revenue generated by this commercial usage. In order make this enforceable, the User will hand over the User’s bookkeeping controls to Image Line on simple request.
 
The User shall also not, nor give anyone permission to (i) duplicate, rent, lease, alter, modify, disassemble or create derivative works based on the Demo Songs; (ii) synchronize the Demo Songs with any videotape or film, or print the Demo Songs in the form of standard music notation; (iii) use the Demo Songs for broadcast or transmission of any kind, resell or redistribute the Demo Songs "as is" (i.e. standalone) in any way, including for use in sampling or sample playback units, or in any sound library product, or in any radio or television broadcast, soundtrack, film or other commercial product in any media, whether the Demo Songs remain in their original form or are reformatted, mixed, filtered, re-synthesized or otherwise edited.
 
On the other hand, without any prejudice to the above, the User shall (i) abide by all laws in the course of using the Demo Songs and not to use the Demo Songs for illegal purposes, and in general to use the Demo Songs in good faith and under conditions that can be considered as normal use; (ii) take all reasonable precautions to prevent unauthorized use or misuse of the Demo Songs; (iii) be liable, to the full extent permitted by law, for holding Image Line and/or its partners harmless for damages resulting from unauthorized and/or non-compliant use of the Demo Songs within the User’s area of control.

 

7. Third party software

 

With regard to any third party software that may be incorporated in the Software, the User shall not, nor give anyone permission to duplicate, rent, lease, alter, modify, disassemble or create derivative works based on the third party software, including the schematics, in any form or format whatsoever. Additionally, and without any prejudice to the above, the User shall not create derivative works of the third party software and/or give anyone permission to duplicate or download (even for free), such plugins. The User acknowledges that the use of this third party software entirely falls under the scope of this EULA.
 
However, if the User is an educational institution, such as but not limited to a school or university, and/or has acquired the Software for educational purposes, the User acknowledges that this EULA does not extend to the use for those purposes of the third party software that may be incorporated in the Software. The User acknowledges that such use of the third party software is subject to a license agreement concluded by the User with the concerned third party or parties. Concerning the use of the “FL Synthmaker” application specifically, the User acknowledges and agrees to contact Outsim Ltd. (www.synthmaker.co.uk) and conclude a separate license agreement with it for the use of its “Synthmaker”-software for educational purposes.

 

8. Recommendation software

 

This installer uses the OpenCandy network (or similar) to recommend other software the User may find valuable during installation of the Software. OpenCandy (or similar) may collect and use non personally identifiable information about this installation and the recommendation process. Collection of this information by OpenCandy only occurs during this installation and the recommendation process, in accordance with OpenCandy's privacy policy, available at www.opencandy.com/privacy-policy. The User can find the full OpenCandy license at www.opencandy.com/eulas/b/sneula.html.

 

9. FL STUDIO Life Time Free Updates

 

Users of the online FL STUDIO (previously known as Fruityloops) version are offered ‘Life Time Free Updates’, i.e. whenever a new version of the User’s specific FL STUDIO software edition (Express, Fruity or Producer) comes available, the User will have the option to download this new version free of charge.

 

This Life Time Free Updates offer is not valid for:

  • FL STUDIO BOX versions prior to BOX version 10;
  • any of the additional plugins; and
  • any software other than the online FL STUDIO software.

 

Life Time Free Updates means that

 

Image Line retains the right to decide at its own sole discretion when and for which specific FL STUDIO software edition (Express, Fruity or Producer) new versions or updates are released. In no way, can Image Line be obliged to release new versions or updates for any of its software products.

 

Users of the FL STUDIO BOX version can register their box online (http://boxregistration.image-line.com) and can then order the Life Time Free Updates upgrade at the Web Shop at http://shop.image-line.com.

 

10. Termination

 

Image Line may immediately terminate this EULA without prior notice, should the User’s conduct fail to conform to the terms and conditions of this EULA or of any other agreement with Image Line, without prejudice to Image Line’s right to claim damages.
 
Upon termination, the User will promptly return all copies (if any) of any and all Software and Demo Songs to Image Line. The User may not continue to use the Software and Demo Songs or any portions thereof in any way and under any circumstances once this EULA has been terminated. Should this be the online version of the Software and Demo Songs, the User will have to destroy all his copies of the Software and Demo Songs in their entirety.
 
The User will not be entitled to any refund of amount paid for the use of the Software, or any other amounts for any reason.

 

11. Disclaimer

 

Subject to the other provisions in this article, Image Line warrants to the User that the media on which the Software is recorded will be free of defects in material and workmanship under normal use for a period of thirty (30) days from purchase, and that the Software and Demo Songs will perform substantially in accordance with the user guide for a period of thirty (30) days from purchase. Image Line's sole responsibility under this warranty will be, at its option, (i) to use reasonable efforts to correct any defects that are reported to it within the foregoing warranty period; or (ii) to refund the full purchase price. Image Line does not warrant that the Software will be error free, nor that all program errors will be corrected. In addition, Image Line makes no warranties if the failure of the Software or Demo Songs results from accident, abuse, malfunctioning system, not meeting the minimum system requirements, misapplication or any other circumstances out of Image Line’s control. All requests for warranty assistance shall be directed to Image Line.
 
The express warranty set forth in the above provision is the only warranty given by Image Line with respect to the entire product package including Software and Demo Songs and all accompanying files, data and materials. Image Line disclaims all warranties, either express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose or title or warranty of non-infringement of any intellectual property or warranty against computer viruses. Image Line does not represent nor warrant that any service will at any moment be uninterrupted or fault-free.
 
Good data processing, data transformation or data modelling procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The User must assume the entire risk of using the program. This disclaimer of warranty constitutes an essential part of the EULA.
 
In no event shall Image Line, or its principals, shareholders, officers, employees, affiliates, contractors, distributors, subsidiaries, partners, contributors or parent organizations, be liable for any incidental, consequential, or punitive damages whatsoever relating to the use of the Software, the Demo Songs, or the User’s relationship with Image Line.
 
In addition, in no event does Image Line authorize the User to use the Software in applications or systems where the Software's failure to perform can reasonably be expected to result in a significant physical injury, or in loss of life. Any such use by the User is entirely at the User’s own risk, and the User agrees to hold Image Line harmless from any claims or losses relating to such unauthorized use.
 
Should this version of the Software be a beta version, the User should install it in a different folder than the User’s existing installation (if any). The User acknowledges that beta versions tend to crash, contain more bugs than a final release, might not be fully compatible with the final release and can share registry entries with an existing installation, causing it to malfunction. Therefore beta versions should only be used for testing purposes by experienced users who know what they are doing. Beta versions come with no form of warranty whatsoever and the User have to bear all the risks involved.

 

12. Indemnity

 

The User agrees to defend, indemnify and hold harmless Image Line, or its agents, principals, shareholders, officers, employees, affiliates, contractors, distributors, subsidiaries, partners, contributors or parent organizations, for any claim, demand or action made by any third party, irrespective of the nature of the claim, demand or action, alleging loss, costs, damages, expenses, or injury (including injury from death) resulting from the User’s authorized or unauthorized use, possession, modification, or alteration of the Software or the Demo Songs.
 
Image Line reserves the right to defend or settle itself, without the User’s consent, of the claims, demands or actions brought against Image Line, its agents, principals, shareholders, officers, employees, affiliates, contractors, distributors, subsidiaries, partners, contributors or parent organizations, at the User’s expenses, including all associated costs, expenses and liabilities, including, without limitation, attorney’s fees and the User will provide all useful assistance, at the User’s own cost, to Image Line in defending or settling the claims, demands or actions and assume all liability.

 

13. Assignment

 

The User may not assign or try to assign or sublicense or otherwise deal with any of the rights and obligations under this EULA.

 

Image Line shall be entitled to freely assign, at any time and without the User’s prior consent, any or all of its rights and obligations under this EULA to any third party at its discretion whether or not as part of the transfer of all or a substantial part of its business. Image Line will notify the User of any such assignment within one (1) month after such assignment becomes effective. The EULA will be binding on, and inure to the benefit of, Image Line’s successors and/or assigns.

 

In case of assignment by Image Line, the User hereby agrees that all Personal Data (as defined in Image Line’s privacy & cookie statement as referred to in article 15 of this EULA) which are collected in relation to the User, may be transferred to Image Line’s successors and/or assigns without any further approval of the User.

 

14. Complete agreement

 

This EULA contains the complete agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements.

 

15. Privacy policy

 

For more information about Image Line’s privacy and cookie policy, please consult the privacy & cookie statement here http://www.image-line.com/legal/, which is an integral part of this EULA.

 

16. Waiver

 

The failure of Image Line to exercise or enforce any of its rights under this EULA is not to be taken as or deemed to be a waiver of that right.

 

17. Severability

 

Part or all of any clause of the EULA that is unenforceable, invalid or illegal will be severed from this EULA and will not in any way affect the validity, legality and enforceability of the remaining provisions contained herein. Any such unenforceable, invalid or illegal provision, term or condition shall be reformed only to the extent necessary to make it enforceable, valid or legal and shall be substituted by a new provision which reflects the original purpose and comes as close as possible to the original purpose of the invalid, illegal or unenforceable provision term or condition upon which the parties can agree upon without violation of any law or statutory provision.
 
Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not apply to this EULA.

 

18. Amendment of the EULA

 

Image Line shall have the right to amend, modify or alter the present EULA. This new EULA will enter into force thirty (30) days after it has been published on the Website. If the User does not agree to these new terms, the User will have to notify Image Line within this timeframe and the User’s license will be revoked when the timeframe expires.

 

19. Applicable Law and Jurisdiction

 

The enforceability, construction, interpretation, and validity of this EULA shall be governed by the laws of Belgium.
 
Exclusive jurisdiction and venue for all matters relating to this agreement shall be in courts located in Ghent (Belgium), and the User consents to such jurisdiction and court.

 

20. End User acknowledgement

 

The User acknowledges that the user has read and understood this EULA and agrees to be bound by its terms. The express terms of the EULA are in lieu of all implied warranties of merchantability, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

 

21. Academic EULA
 
This section only applies to the User who is an “Academic User”, being

  1. a current member of the faculty or staff of a recognized educational institution; or
  2. a full-time or part-time student currently enrolled at such a recognized educational institution.

 

The issuance of this “Academic EULA” is conditioned upon the User’s current status as an Academic User. If so, the Academic User can obtain the Software license at a discounted price.
 
The provisions of the EULA also apply to Academic Users, but only if the provisions of this Academic EULA do not state otherwise.

 

  • User rights

    The Academic User may use the Software solely for individual and personal purposes, personal education and study including all other non-commercial activities that are consistent with the Academic User’s academic, teaching and research activities. Without limiting the generality of the foregoing, the Academic User may not use the Software for the purpose of conducting, or in connection with, any commercial purposes or business purposes, whether “profit” or “not-for-profit”. Any work performed or produced as a result of use of this Software cannot be performed or produced for the benefit of other parties for a fee, compensation or any other reimbursement or remuneration.
     
    The Software license is granted to a named individual at an educational institution and not to any public, private or governmental institution or entity. This license and associated Software may not be assigned or transferred to another party, and any such attempted assignment or transfer will be null and void. Image Line may terminate this license in the event of any such attempted assignment or transfer. Consequently, the Academic User may not put the Software at the free disposal of other teachers and/or students, nor is the Academic User authorized to resell the Software.

  • Termination

    If the Academic User ceases to be an Academic User, the user has to notify Image Line thereof and the Software license will be terminated without prior notice.

    In reliance of the Academic User’s representation as an Academic User, Image Line has charged the Academic User fees that have been discounted from its standard fee. If the Academic User’s representation proves to have been untrue, Image Line reserves the right to charge the Academic User, automatically and by right, a fixed amount of 1.000,00 EUR without prejudice to any and all other rights and remedies to which it is entitled.

 

22. 5 User Academic EULA
 
This section only applies to the User who is a “Multiple Academic User”, being

  1. a current member of the faculty or staff of a recognized educational institution, having purchased a ‘5 User Academic Lab Pack’ or being identified as one (1) of the five (5) Users; or
  2. a full-time or part-time student currently enrolled at such a recognized educational institution, having purchased a ‘5 User Academic Lab Pack’ or being identified as one (1) of the five (5) users.

 

The issuance of this “5 User Academic EULA” is conditioned upon the User’s current status as a Multiple Academic User. If so, the Multiple Academic User can obtain the Software license at a discounted price.
 
The provisions of the EULA also apply to Multiple Academic Users, but only if the provisions of this 5 User Academic EULA do not state otherwise.

 

  • User Rights

    For as long as the Multiple Academic User is not in breach of the 5 User Academic EULA and in consideration of payment of the license fee, Image Line hereby grants the Multiple Academic User, a personal, non-exclusive, non-transferable, worldwide and revocable license, being the right to use five (5) copies of the Software (and its user manual) as a single person, company or institution who uses the Software in an educational, academic environment. The Software is licensed, not sold.

    The Multiple Academic User may personally access these copies of the Software through a network, provided that the Multiple Academic User as well as any other person who accesses these copies through the network remains within the five (5) user limitation, regardless of whether the Software is used at different times or concurrently. Any, even non-simultaneous, use by more than five (5) people of the Software is strictly prohibited unless the Multiple Academic User owns more 5 User Academic Lab Packs. Upon purchase of this Software license, these five (5) persons have to be identified.
     
    The Multiple Academic User may use the Software solely for individual and personal purposes, personal education and study including all other non-commercial activities that are consistent with the Multiple Academic User’s academic, teaching and research activities. Without limiting the generality of the foregoing, the Multiple Academic User may not use the Software for the purpose of conducting, or in connection with, any commercial purposes or business purposes, whether “profit” or “not-for-profit”. Any work performed or produced as a result of use of this Software cannot be performed or produced for the benefit of other parties for a fee, compensation or any other reimbursement or remuneration.
     
    This license and associated Software may not be assigned or transferred to another party, and any such attempted assignment or transfer will be null and void. Image Line may terminate this Software license in the event of any such attempted assignment or transfer. Consequently, the Multiple Academic User may not put this Software at the free disposal of other teachers and/or students, nor is the Multiple Academic User authorized to resell this Software.

  • Termination

    If the Multiple Academic User ceases to be an Multiple Academic User the user has to notify Image Line and the Software license will be terminated without prior notice.
     
    In reliance of the Multiple Academic User’s representation as a Multiple Academic User, Image Line has charged the Multiple Academic User fees that have been discounted from its standard fee. If the Multiple Academic User’s representation proves to have been untrue, Image Line reserves the right to charge the Multiple Academic User, automatically and by right, a fixed amount of 5.000,00 EUR without prejudice to any and all other rights and remedies to which it is entitled.