1.1 This End-User License Agreement (the “Agreement”) takes effect when you click the “I ACCEPT” button or when you download, install, and/or access the Software (as defined below) (the “Effective Date”).

1.2 Important – use of the Software is subject to license restrictions. Please read this EULA carefully before downloading, installing, accessing or using the Software. By clicking “I ACCEPT” or by downloading, installing, accessing or using the Software, you confirm that you have read and understood this EULA and accept its terms and conditions in full. If you do not agree to the terms and conditions of this EULA, you must not click “I ACCEPT” and you must not download, install, access or use the Software.

2.1

• “Elektron” – shall mean Elektron Music Machines MAV AB.
• “License” – means the right to use the Software as stated in this Agreement.
• “Licensors” – means any third party from which Elektron licenses software or parts of software for use in the Software.
• “Software” – means any Elektron software accompanying this License whether on disk, downloaded from Elektron’s webpage, pre-installed on Elektron hardware or in any other form or format, including object code, source code, programming aids, related materials and any updates thereof.

3.1 The Software is licensed to you by Elektron for use in accordance with the terms of this Agreement.

3.2 The terms of this Agreement will govern any Software updates provided by Elektron that replace and/or supplement the original Software, unless such update is accompanied by a separate agreement in which case the terms of that license will govern.

3.3 Elektron reserves the right, in its sole discretion, to change or modify certain terms of this Agreement. Elektron will try to make such changes as minor as possible. Such changes will be effective with or, as applicable, without prior notice to you. You will be able to review the most current version of this Agreement on https://www.elektron.se/eula. You are responsible for being aware of the most current version of this Agreement and therefore you are responsible for checking https://www.elektron.se/eula periodically for such changes. If any future changes to this Agreement are unacceptable to you, the only course of action for you will be to stop using the Software, to uninstall the Software and destroy all copies of the Software. Your continued use of the Software following any revision to this Agreement constitutes your acceptance of any and all such changes.

4.1 Hardware and operating systems that support and meet the requirements necessary to run the Software are described on https://www.elektron.se/support.

4.2 Elektron may modify the hardware and system requirements for new versions of the Software or otherwise.

4.3 The Software may only be used in conjunction with hardware products designed, manufactured and supplied by or on behalf of Elektron. Any use of the Software with, on or in connection with any third-party hardware solutions is strictly prohibited.

5.1 Elektron and/or its Licensors hold all the rights, including all intellectual property rights to the Software, such as, but not limited to, patents, inventions, copyrights, design rights, trademarks, trade secrets and know-how. Nothing in this Agreement shall be interpreted to mean that the aforementioned rights, or part thereof, is transferred to you.

5.2 All rights not expressly granted by Elektron or its Licensors under this Agreement are reserved.

6.1 Subject to your continued compliance with the terms of this Agreement, Elektron grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to install and use the Software, solely on Elektron hardware owned or controlled by you, solely for your own personal or internal business purposes and only for as long as this Agreement remains in effect.

6.2 You hereby acknowledge and agree that the Software is licensed, not sold, to you. You further acknowledge and agree that no ownership interest in the Software is acquired by downloading, installing, using or accessing the Software, and that you have only the limited license granted in this EULA and no other rights in the Software, implied or otherwise.

7.1 You may not and may not permit others to (i) disassemble, decompile or otherwise derive source code from the Software; (ii) reverse engineer or create derivative works of the Software; (iii) copy the Software; (iv) modify, alter or patch the Software; (v) enable, unlock or access any features or functionality of the Software that are not licensed to you; or (vi) use the Software in any manner that violates the terms of this Agreement or infringes Elektron’s intellectual property or other rights.

7.2 You may not distribute, rent, sublicense, lease or otherwise make the Software available, directly or indirectly, for use by any other person.

8.1 Elektron will provide support to the best of its capability. Support will only be provided for the latest version of the Software to the extent the Software is used on operating systems and hardware that meet the specified system requirements as indicated in 4 above. 
8.2 The Software may periodically check for updates and, if an update is available, the Software may automatically download and install the update onto your hardware.

Limited warranty and Disclaimer

9.1 Elektron ensures that the latest version of the Software shall perform substantially in accordance with the specifications contained in the applicable Software manuals for a period of one (1) year following the date the Software was made available to you.

9.2 Elektron does not guarantee that any earlier versions of the Software are compatible with Elektron’s hardware and Elektron is free to alter the functionality of the Software at its own discretion at any time.

9.3 If the Software does not perform substantially in accordance with the specifications contained in the applicable Software manuals, the entire liability of Elektron and your exclusive remedy will be limited to either, at Elektron’s option, replacement of the Software or a refund of the license fee paid by you. However, Elektron does not warrant that the Software is compatible with third party software and Elektron is not liable for any non-conformance due to the Software being incompatible with third party software.

9.4 Please note that non-performing Software does not give you the right to return any products sold to you by Elektron, unless expressly specified in the terms and conditions governing your purchase of products from Elektron (please read Terms & Conditions).

9.5 The warranty is only valid to the extent the Software is used on operating systems and hardware that meet the specified system requirements as indicated in section 4 above.

10.1 To the maximum extent permitted by applicable law, and except for the limited warranty set forth herein, THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT WHICH ARE THE ONLY WARRANTIES MADE, AND THERE ARE NO OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), AND SPECIFICALLY THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.1 WITH THE EXCEPTION OF THE MANDATORY PROVISIONS OF APPLICABLE LAW, ELEKTRON AND ITS LICENSORS SHALL UNDER NO CIRCUMSTANCES BE RESPONSIBLE FOR ANY INJURY, DIRECT OR INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF HARDWARE, INTERRUPTION OF BUSINESS OR OTHER BUSINESS DAMAGE OR LOSS CAUSED BY OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

11.2 IN NO EVENT SHALL ELEKTRON’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT PAID BY YOU TO ELEKTRON FOR THE SOFTWARE.

11.3 The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

12.1 You shall defend, indemnify and hold harmless Elektron, its owners, affiliates and Licensors, and their respective employees, successors and assigns from and against any and all claims, demands, actions, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use or misuse of the Software, including any breach by you of this Agreement.

12.2 You shall promptly, and in any event without undue delay, notify Elektron in writing of any claim that may give rise to an obligation under Section 12.1. Any delay in providing such notice shall not relieve you of your obligations under this Section 12.

12.3 Elektron shall have the right, but not the obligation, to assume the exclusive defense and control of any claim subject to indemnification by you, including the right to select counsel of its choice and to negotiate and agree any settlement, in which case you shall, at your own expense, cooperate fully with and provide all reasonable assistance requested by Elektron in the defense of such claim.

12.4 You shall not settle, compromise or otherwise resolve any claim that involves or affects Elektron without Elektron’s prior written consent.

13.1 The License is valid from the Effective Date and for an indefinite period. You may terminate this Agreement at any time by uninstalling the Software. Your rights under the License will terminate automatically and without notice from Elektron if you fail to comply with any term(s) of this Agreement.

13.2 Upon termination of this Agreement, for any reason, you shall immediately cease to use all of the Software, destroy all copies of the Software in your possession or control, including any back-up copies, together with all documentation and any other materials relating to the Software and shall, upon Elektron’s request, confirm such destruction to Elektron in writing.

14.1 You shall comply with all applicable export control and sanctions laws and regulations, including those of the European Union and the United States. You may not, directly or indirectly, export, re-export, transfer or otherwise make the Software available to any country, entity or person that is subject to sanctions or export restrictions, or use the Software for any purpose prohibited by such laws and regulations. You represent that you are not located in, or a resident or national of, any sanctioned country, and that you are not listed on, or owned or controlled by any person listed on, any applicable sanctions list.

15.1 This Agreement, together with Elektron’s Privacy Policy available at https://www.elektron.se/privacy-policy and, with respect to payment, delivery, warranty service and similar terms, Elektron’s Terms & Conditions, available at https://www.elektron.se/terms-conditions, constitutes the entire agreement between you and Elektron with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement, except as stated in section 3 above, will be binding unless in writing and signed by Elektron. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall prevail.

16.1 If any provision of this License is held by a court of competent jurisdiction to be invalid, unenforceable, or illegal, such provision shall be severed from this Agreement and the remaining provisions will remain in full force and effect.

16.2 Elektron may freely assign, transfer or otherwise dispose of this Agreement, in whole or in part, including any of its rights and obligations hereunder, to any third party without your consent.

16.3 Any provision of this Agreement which, by its nature or express terms, is intended to survive termination or expiry of this Agreement shall survive and continue in full force and effect, including, without limitation, the provisions regarding Intellectual Property Rights (Section 5), Limitations (Section 7), Disclaimer (Section 10), Limitation of liability (Section 11), Indemnification (Section 12) and your obligations upon termination to cease use of and destroy all copies of the Software (Section 13.2). Termination of this Agreement shall not affect any rights, remedies or liabilities of Elektron that have accrued prior to termination.

16.4 Elektron shall not be liable for any failure or delay in performing its obligations under this Agreement, including the provision of support under Section 8 (Support and upgrades), to the extent such failure or delay is caused by circumstances beyond Elektron’s reasonable control, including, without limitation, fire, flood, epidemic, war, terrorism, civil unrest, governmental action, sanctions, labor disputes, failure of public or private telecommunications networks, cyber-attacks, power outages or delays or failures of Elektron’s suppliers or subcontractors. Elektron’s obligations to provide support under Section 8 shall be suspended for the duration of any such circumstances, and Elektron shall resume the provision of support as soon as reasonably practicable thereafter.

17.1 Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this License is subject to the laws of Sweden, without regard to choice or conflicts of law principles. Further, you agree to the exclusive jurisdiction of the courts of Sweden to resolve any dispute, claim or controversy that arises in connection with this License.

17.2 Any disputes shall be resolved in Gothenburg, Sweden with Gothenburg District Court as first court of instance.