END USER LICENSE AND SUBSCRIPTION SERVICE AGREEMENT
DOWNLOADING OR USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT IN ITS ENTIRETY. PLEASE READ THIS READ THIS AGREEMENT BEFORE USING THE SOFTWARE.
This End User License and Subscription Service Agreement (“Agreement”) is a legal Agreement between you and Sony Creative Software Inc. (“Sony”), as the licensor of the software (except for Excluded Software as defined below) on behalf of itself, and its affiliates and its third party licensors (“Third Party Licensors”), and related materials, including printed or online documentation, updates or upgrades provided by Sony, and any data files created by the operation of the software, which shall be collectively referred to as the “Software.” This Agreement applies to and governs your installation and subscription to use the Software.
MODIFICATION OF AGREEMENT
Sony may add to, change, or remove any part, term, or condition of this Agreement, including but not limited to as it applies to the Software at any time without prior notice or liability to you. It is your responsibility to monitor this Agreement periodically. Any such additions, changes, or removals posted at www.sonycreativesoftware.com/licensenotices shall apply as soon as they are posted. By continuing to use the Product or Software after so posted, you are indicating your acceptance thereto.
LIMITED SUBSCRIPTION SOFTWARE LICENSE
At any time, Sony may, in its sole discretion, make available to users the Software, which may be either accessible or downloaded from its website, in addition to being made available through dealers, at retail outlets, in various territories, or otherwise. In the event you access or download the Software from this website or obtain the software from a retail outlet or otherwise, we hereby grant you a limited, nonexclusive, nontransferable license to install and use the Software solely for your personal use only, so long as your subscription is valid, and provided that you fully comply with the terms of the Agreement. The duration of this license shall remain in effect for the length of your active subscription to the Software. You may activate the Software on up to two (2) devices at a time during the Initial Subscription Term or any Renewal Subscription Term; however, you may not use the Software on these devices concurrently or simultaneously.
This license does not include any resale of the Software or their content; any derivative use of the Software or its contents; any downloading or copying of account information for the benefit of another merchant; copying the Software (except one backup copy); or any use of data mining, robots, or other data gathering and extraction tools. You may not frame or utilize framing techniques to use, surround or enclose Sony’s trademarks, service marks, logo, or other proprietary information (including images, text, page layout, or form) of Sony and/or our affiliates or subsidiaries without Sony’s express written consent. You may not use any meta-tags or any other "hidden text" utilizing Sony’s name or trademarks without the express written consent of Sony.
SOFTWARE USE RESTRICTIONS
As a condition of your installation and use of the Software, you represent and warrant that you will not use Software for any purpose that is unlawful or prohibited by this Agreement. If you breach any of terms provided herein, your authorization and license to use the Software automatically terminates and civil and criminal penalties may apply.
SUBSCRIPTION TERM AND RENEWAL
The initial subscription term shall begin on the effective date of your subscription and expire monthly or yearly at the end of the period selected during the subscription process ("Initial Subscription Term").
Provided that automatic renewals are allowed in your country, region, province, or state, your subscription will automatically renew for the shorter of the Initial Subscription Term or one year ("Renewal Subscription Term"). Sony will inform you by email before automatically renewing any subscription-based products and provide instructions on how to cancel the renewal. Once Sony has informed you that your subscription will be automatically renewed, we may automatically renew your subscription and charge you the then current price for the Renewal Subscription Term. You may cancel your subscription renewal and receive a refund up to two weeks after effective of the renewal, after which the renewal fee shall become nonrefundable. You can cancel your subscription through your Sony account.
The active subscription term will end on the expiration of either the Initial Subscription Term or any Renewal Subscription Term.
TRIALS AND DEMOS
You may install and use a designated “trial” or “demo” version of the Software only during the designated trial period of fourteen (14) calendar days, and only for the purposes stated when Sony provides the “trial” version of the Software.
At the end of your designated trial period, you will have the option to purchase a monthly or yearly subscription to use the Software. If you opt to purchase the Software, you authorize us to charge your payment method for an Initial Subscription Term.
Notwithstanding the foregoing limited license grant, you acknowledge that the Product includes software subject to other terms and conditions governing the use of such software other than this Agreement (“Excluded Software”). Certain Excluded Software may be covered by open source software licenses (“Open Source Components”), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including but not limited to any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Please visit www.sonycreativesoftware.com/licensenotices for a list of applicable Excluded Software included in this Product from time to time, and the applicable terms and conditions governing its use. Such terms and conditions may be changed by the applicable third party at any time without liability to you. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Components, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to Open Source Components require Sony to make an offer to provide source code in connection with the Software, such offer is hereby made.
INTERNET CONNECTIVITY AND THIRD PARTY SERVICES
You understand, acknowledge and agree that access to certain Product features, including but not limited to registration of the Product, requires an Internet connection for which you are solely responsible. You are solely responsible for payment of any third party fees associated with your Internet connection, including but not limited to Internet service provider or airtime charges. Operation of the Product and Software may be limited or restricted depending on the capabilities, bandwidth or technical limitations of your Internet connection and service. You understand, acknowledge and agree that Internet connectivity in relation to the Product is provided by third parties over which Sony has no control, and is governed by the respective terms of such third parties. The provision, quality, availability and security of such Internet connectivity, software and services are the sole responsibility of such third party.
CONSENT TO USE OF NON-PERSONAL INFORMATION, LOCATION DATA, DATA SECURITY
You acknowledge and agree that Sony and its affiliates, partners and agents may read, collect, transfer, process and store certain information collected from the Software, including but not limited to information about (i) the Software and (ii) the software applications, contents and peripheral devices that interact with the Software (“Information”). Information includes, but is not limited to: (1) unique identifiers relating to your device(s) and their components; (2) performance of the Software; (3) configurations of your device(s), the Software and the software applications, contents and peripheral devices that interact with the Software; (4) use and frequency of use of the functions of the Software, and the software applications, contents and peripheral devices that interact with the Software; and (5) location data, as indicated below. Sony and its affiliates, partners and agents may use and disclose Information subject to applicable laws in order to improve its products and services or to provide products or services to you. Such uses include, but are not limited to: (a) administering the functionalities of the Software; (b) to improve, service, update or upgrade the Software; (c) improving, developing and enhancing the current and future products and services of Sony and other parties; (d) to provide you with information about the products and services offered by Sony and other parties; (e) complying with applicable laws or regulations; and (f) to the extent offered, providing you with location-based services of Sony and other parties, as indicated below. In addition, Sony retains the right to use Information to protect itself and third parties from illegal, criminal or harmful conduct.
Certain services available through the Software may rely upon location information, including, but not limited to, the geographic location of any device on which the Software is installed. You acknowledge that for the purpose of providing such services, Sony, the Third Party Suppliers or their partners may collect, archive, process and use such location data, and that such services are governed by the privacy policies of Sony or such third party. By using any such services, you agree that you have reviewed the privacy policies applicable to such services and consent to such activities.
Sony, its affiliates, partners and agents will not intentionally use Information to personally identify the owner or user of the Software without your knowledge or consent. Any use of Information will be in accordance with the privacy policies of Sony or such third party. Please contact applicable third parties for privacy policies relating to personally identifiable and other information you provide when you use or access third party software or services.
Information may be processed, stored or transferred to Sony, its affiliates or agents which are located in countries outside of your country of residence. Data protection and information privacy laws in certain countries may not offer the same level of protection as your country of residence and you may have fewer legal rights in relation to Information processed and stored in, or transferred to, such countries. Sony will make reasonable efforts to take appropriate technical and organizational steps to prevent unauthorized access to or disclosure of Information, but does not warrant it will eliminate all risk of misuse of such Information.
AUTOMATIC UPDATE FEATURE
From time to time, Sony may automatically update or otherwise modify the Software, including, but not limited to, for purposes of enhancement of security functions, error correction and improvement of functions, at such time as you interact with Sony's or third parties' servers, or otherwise. Such updates or modifications may delete or change the nature of features or other aspects of the Software, including, but not limited to, functions you may rely upon. You acknowledge and agree that such activities may occur at Sony's sole discretion and that Sony may condition continued use of the Software upon your complete installation or acceptance of such update or modifications. Any updates/modifications shall be deemed to be, and shall constitute part of, the Software for purposes of this Agreement. By acceptance of this Agreement, you consent to such update/modification.
EXCLUSION OF WARRANTY
THE SOFTWARE, ALL ACCOMPANYING DOCUMENTATION, AND ALL RELATED SERVICES ARE FURNISHED TO YOU “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES, DUTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. SONY, ITS AFFILIATES, AND THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES AND CONDITIONS, EXPRESS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE BY THIS AGREEMENT) OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SONY, ITS AFFILIATES, AND THIRD PARTY LICENSORS DO NOT WARRANT THAT THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, WILL MEET YOUR REQUIREMENTS OR PROVIDE SPECIFIC RESULTS, OR THAT THEY WILL BE UPDATED, OR THAT THE OPERATION OF ALL OR ANY OF THEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE WILL NOT DAMAGE ANY OTHER SOFTWARE, HARDWARE OR DATA, OR THAT ANY NETWORK SERVICES OR PRODUCTS (OTHER THAN THE SOFTWARE) UPON WHICH THE SOFTWARE’S PERFORMANCE DEPENDS WILL CONTINUE TO BE AVAILABLE, UNINTERRUPTED OR UNMODIFIED. FURTHERMORE, SONY, ITS AFFILIATES, AND THIRD PARTY LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION IN TERMS OF THEIR ACCURACY, RELIABILITY, COMPLETENESS OR OTHERWISE. SONY and ITS AFFILIATES AND THIRD PARTY LICENSORS SHALL HAVE NO RESPONSIBILITY FOR THE security of, TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY OF YOUR COMMUNICATIONS OR PERSONALIZED SETTINGS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONY, ITS AFFILIATES, A SONY AUTHORIZED REPRESENTATIVE OR ANY THIRD PARTY SHALL CREATE A WARRANTY, DUTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY, DUTY AND CONDITION. SHOULD THE SOFTWARE OR THE MEDIA ON WHICH IT IS FURNISHED OR THE ACCOMPANYING DOCUMENTATION PROVE DEFECTIVE, YOU (AND NOT SONY, ITS AFFILIATES, A SONY AUTHORIZED REPRESENTATIVE OR ANY THIRD PARTY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
SONY DOES NOT WARRANT THAT FILES OR SOFTWARE AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. SONY DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.
Without limiting the generality of the foregoing, you further understand, acknowledge and agree that the Software is not designed or intended for use on or within any other product other than the Product. You expressly acknowledge and agree that any other hardware, software, content or data could be damaged by installing or using the Software on or within any other product other than the Product, and Sony, its affiliates and Third Party Licensors are not responsible for any such damage.
LIMITATION OF LIABILITY
IN NO EVENT WILL SONY (INCLUDING BUT NOT LIMITED TO ANY NEGLIGENCE ISSUES RELATED TO THIRD PARTY LICENSORS), ITS AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF OR RELATING TO THIS AGREEMENT ON ACCOUNT OF THE USE OR LOSS OF USE OF THE PRODUCT, SOFTWARE OR ACCOMPANYING DOCUMENTATION, DOWNTIME OR YOUR TIME, LOSS OF PRESENT OR PROSPECTIVE PROFITS, LOSS OF DATA, INFORMATION OF ANY KIND, BUSINESS PROFITS, OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON WHATSOEVER, WHETHER BASED ON THEORIES OF CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), EVEN IF SONY, ITS AFFILIATES OR THIRD PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PRODUCT, SOFTWARE AND ACCOMPANYING DOCUMENTATION ARE FURNISHED TO YOU FOR USE AT YOUR OWN RISK. SONY, ITS AFFILIATES, AND THIRD PARTY LICENSORS WILL NOT BE LIABLE FOR DAMAGES FOR BREACH OF ANY EXPRESS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE BY THIS AGREEMENT OR ACCOMPANYING DOCUMENTATION) OR IMPLIED WARRANTY, DUTY OR CONDITION, UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE PRODUCT, SOFTWARE, ACCOMPANYING DOCUMENTATION, OR THIS AGREEMENT. SONY, ITS AFFILIATES, and THIRD PARTY LICENSORS CANNOT ENSURE THAT THE PRODUCT, THE SOFTWARE OR OTHER DATA YOU ACCESS OR DOWNLOAD FROM OR THROUGH the PRODUCT OR SOFTWARE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, AND SONY, ITS AFFILIATES, and THIRD PARTY LICENSORS DISCLAIM ANY LIABILITY RELATED THERETO. SONY, ITS AFFILIATES and THIRD PARTY LICENSORS FURTHER DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF the PRODUCT or SOFTWARE. IF, NOTWITHSTANDING THE TERMS OF THIS AGREEMENT, SONY, ITS AFFILIATES and THIRD PARTY LICENSORS ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO YOUR USE OF the PRODUCT, THE SOFTWARE, or ACCOMPANYING DOCUMENTATION, THEIR COLLECTIVE TOTAL AGGREGATE LIABILITY TO YOU SHALL IN NO EVENT EXCEED THE MANUFACTURER’S SUGGESTED RETAIL PRICE OF YOUR PRODUCT.
SONY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR SOFTWARE.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE, SONY’S WEBSITE, ANY WEBSITE-RELATED SERVICES, AND ALL HYPERLINKED WEB SITES. YOU AGREE THAT SONY SHALL NOT BE LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OF INDIRECTLY FROM ANY DESTRUCTIVE OR DAMAGING PROGRAMMING.
Some jurisdictions may not allow exclusions or limitations of incidental or consequential damages, exclusions or limitations of implied warranties, duties or conditions, or allow limitations on how long an implied warranty, duty or condition lasts, so the above limitations or exclusions may not apply to you.
HIGH RISK ACTIVITIES
The Software and any other software provided on or through the Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software or such other software could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). SONY, THIRD PARTY LICENSORS, AND EACH OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, officers, employees, agents, information providers, licensors and licensees, and successors and assigns, SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY, DUTY OR CONDITION OF FITNESS FOR HIGH RISK ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTION, OR LACK OF ACTION, TAKEN TO PRESERVE LIFE OR PROPERTY.
USE OF SOFTWARE WITH COPYRIGHTED MATERIALS
The Software can be used by you to store, process and use content created by you and third parties. Such content may be protected by copyright, other intellectual property laws, and/or Agreements. You agree to use the Software only in compliance with all such laws and Agreements that apply to such content. You agree that Sony may take appropriate measures to protect copyright of content stored, processed or used by the Software.
The Software may contain encryption technology. You acknowledge that any export of Software containing encryption technology from the United States or subsequent re-export of such software or content by a person located outside of the United States requires a license or other authorization from the U.S. Department of Commerce’s Bureau of Industry and Security. You further acknowledge that the Software containing encryption technology and acquired from Sony or its Third Party Licensors is not intended for use by a foreign government end user. By accepting this Agreement, you agree to abide by all relevant U.S. export laws and regulations in the purchase and use of the Product being acquired, including but not limited to those regulations relating to the export control of cryptographic items and not to transfer, or authorize the transfer, of the Product or Software to a prohibited country or otherwise in violation of any such restrictions or regulations.
U.S. GOVERNMENT RESTRICTED RIGHTS
The Software and any other software provided on or through the Product are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the United States Government is subject to restrictions as set forth in subparagraphs (c)(1) and (c)(2) of the Commercial Computer Software clause at FAR 52.227 19, and subparagraph (c)(i)(ii) of the Rights in Technical Data and Computer Software clause at DOD FAR 252.227-7013 and any comparable federal, state or local law or regulation. Manufacturer is Sony Electronics Inc., 16530 Via Esprillo, San Diego, CA 92127.
JURY TRIAL WAIVER
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES HERETO WAIVE TRIAL BY JURY WITH RESPECT TO ANY MATTERS OR DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT. Any claim or cause of action arising under this Agreement, or you may have with respect to the Product, Software, or accompanying documentation must be commenced within one (1) year after the claim or cause of action arises.
You agree that any violation of or non-compliance with any term or condition this Agreement by you will constitute an unlawful and unfair business practice, and will cause irreparable harm to Sony, its affiliates or Third Party Licensors for which monetary damages would be inadequate, and you consent to Sony obtaining any injunctive or equitable relief that Sony deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that may be available to Sony under contract, at law or in equity.
ENTIRE AGREEMENT, NOTICE, WAIVER, SEVERABILITY
THIRD PARTY BENEFICIARIES
This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each Indemnified Party, and Third Party Licensor shall and is an express intended third party beneficiary of, and shall be entitled to directly enforce and rely upon, each provision of this Agreement that confers a right or remedy in favor of such party.
TERM AND SURVIVAL
This Agreement is effective until terminated or upon termination of the license as outlined above pursuant to the Limited Subscription Software License.
Sony may terminate this Agreement immediately if you fail to comply with its terms. In addition, upon termination you will have no recourse against Sony, its affiliates or Third Party Licensors for your inability to use the Software or the accompanying documentation. In case of such termination, you must cease all use, and destroy or return to Sony any copies, of the Software, and delete any and all accounts you may have established which are accessible through the Software. Any of your obligations under this Agreement which by their nature are intended to survive the termination of this Agreement or your use of the Product or Software shall continue to apply to you after the termination of this Agreement or you cease to use the Product or Software.
Should you have any questions concerning this Agreement, you may contact Sony by writing to Sony Electronics Inc., 12451 Gateway Boulevard, Fort Myers, Florida 33913 U.S.A., Attn.: Consumer Relations.
© 2017 Sony Creative Software Inc. All Rights Reserved.