Terms and Conditions

Last updated on: 07/03/2018

What follows below is a WAVES Software License, as well as a WAVES time limited Software License. If you are purchasing a Waves Software License for a perpetual term, please refer to the Waves Software License for the terms and conditions that apply to you. If you are purchasing a Waves time limited Software License (by way of rental), please refer to the Waves Time Limited Software License (Rental), on page 2, for the terms and conditions that apply to you.
Both the Waves Software License, and the Waves time limited Software License (Rental) are legal agreements between you, the end user (whether an individual or an entity), and Waves Audio Ltd. ("WAVES"). If you do not agree to the terms of the Agreement that apply to you, please do not indicate your acceptance of the terms. If you agree to the terms herein, please retain the document as it is your proof of license to exercise the rights granted herein.

WAVES SOFTWARE LICENSE

1. GRANT OF LICENSE. Subject to the terms of Clause 2 below, this Waves License Agreement ("LICENSE") permits you to use one copy of the specified version of the Waves software ("SOFTWARE") on any single computer, provided the SOFTWARE is in use on only one computer at any time. If you have multiple Licenses for the SOFTWARE, then at any time you may have as many copies of the SOFTWARE in use as you have LICENSES. The SOFTWARE is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer, except that a copy installed on a network server for the sole purpose of distribution to other computers is not "in use." If the anticipated number of users of the SOFTWARE will exceed the number of applicable Licenses, then you must have a reasonable mechanism or process in place to assure that the number of persons using the SOFTWARE concurrently does not exceed the number of LICENSES.

2. DEMONSTRATION LICENSE. If you have downloaded the SOFTWARE as part of the Waves' "try-before-you buy" concept (the "DEMONSTRATION PERIOD"), then the LICENSE shall apply to you during the DEMONSTRATION PERIOD only, in accordance with its term and conditions, other than the Limited Warranty, which is expressly excluded. Moreover, you expressly agree that you shall use SOFTWARE during the DEMONSTRATION PERIOD only for purposes of evaluation of the SOFTWARE, and not for any commercial use. The duration of the DEMONSTRATION PERIOD shall be for the earlier of:
a) 30 instantiations per SOFTWARE OR
b) 30 days from the day of the first instantiation of the SOFTWARE, as set forth in the "About" box.

Notwithstanding the aforementioned, the duration of the DEMONSTRATION PERIOD for the Waves product "GTR Solo" shall be seven (7) days from the authorization date, and for the Waves product "MaxxStream" shall be fourteen (14) days from the authorization date.

3. COPYRIGHT. WAVES owns the SOFTWARE and all trade secrets, copyrights, patents and other intellectual property rights therein (other than open source, or intellectual property rights licensed from third parties, all as set forth at www.waves.com/legal/legal-notices). Therefore, you must treat the SOFTWARE like any other copyrighted material (e.g., a book or musical recording), except that you may transfer the SOFTWARE to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the SOFTWARE All other rights not expressly provided herein are hereby reserved by Waves.

4. OTHER RESTRICTIONS. You may not sub-license the SOFTWARE, but you may transfer ("Transfer") your rights under this Waves License Agreement on a permanent basis provided you Transfer this License Agreement, the SOFTWARE, and all accompanying written materials, retain no copies, and provided that the recipient agrees to the terms of this Agreement. You may not and you may not permit others to:
a) Reverse engineer, decompile, disassemble or otherwise derive source code from the SOFTWARE;
b) Modify or prepare derivative works of the SOFTWARE;
c) Copy the SOFTWARE, other than as specifically set forth herein; and/or
d) use the SOFTWARE in any manner that infringes the intellectual property or other rights of another party. Any Transfer of the SOFTWARE must include the most recent update and all prior versions.

5. UPDATES. If the SOFTWARE is an update to a previous version (the "UPDATE"), you must possess a valid License for the previous version, in order to use the Update. All Updates are provided to you on a "license exchange" basis and you agree that by using an Update, you no longer have a License to use any previous version of the SOFTWARE.

ACCOUNTS

Some Waves Services permit or require you to create an account to participate or to secure additional benefits. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide.

We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of the accounts of users who are repeat infringers of copyright. In addition, we may suspend or terminate your account and your ability to use the Waves Services if you engage in, encourage or advocate for illegal conduct, or if you fail to comply with these terms or any supplemental terms.

PASSWORDS AND SECURITY

You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the Waves Services.

The security, integrity and confidentiality of your information are extremely important to us. We have implemented technical, administrative and physical security measures that are designed to protect your information from unauthorized access, disclosure, use and modification.

LIMITED WARRANTY

LIMITED WARRANTY. WAVES warrants that (a) the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt; and (b) any hardware accompanying the SOFTWARE will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt. Any implied warranties on the SOFTWARE and hardware are limited to ninety (90) days and one (1) year, respectively. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.

CUSTOMER REMEDIES. WAVES' entire liability and your exclusive remedy shall be, at WAVES' option, either (a) return of the price paid or (b) repair or replacement of the SOFTWARE or hardware that does not meet WAVES' Limited Warranty and that is returned to WAVES with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE or hardware has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Neither these remedies nor any product support services offered by WAVES are available for this U.S.A. Version product outside of the United States of America.

NO OTHER WARRANTIES. WAVES disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the SOFTWARE, the accompanying written materials, and any accompanying hardware. This limited warranty gives you specific legal rights. You may have others, which vary from state to state.

NO LIABILITY FOR DAMAGES. In no event shall WAVES, its suppliers or licensors, be liable for any damages whatsoever (including, without limitation, direct, indirect, punitive, special, incidental, or consequential damages, or damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use this WAVES product, or arising out of any support which WAVES may extend to you, even if WAVES has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you; in such a case, then the aggregate liability for any claims, losses or damages shall not exceed US $2,500.

The foregoing limitation of liability is complete and exclusive, shall apply even if WAVES has been advised of the possibility of claims, losses, or damages exceeding such limit, and shall apply regardless of the success or effectiveness of any other remedies possessed by WAVES. The limitation of liability reflects an allocation of risk between you and WAVES.

GENERAL PROVISIONS

Israeli law shall govern the interpretation and enforceability of this Agreement, and any dispute hereunder shall be adjudicated in the sole and exclusive jurisdiction of the competent court of Tel Aviv, Israel If any provision of this Agreement is held to be unenforceable, then such provision shall be deemed stricken from this Agreement and the remaining provisions shall be enforced in accordance with their terms. In the absence of a written agreement signed by you and WAVES, this Agreement shall be the sole and complete agreement between you and WAVES, regarding the SOFTWARE. This Agreement expressly supersedes and replaces any other license agreement for the SOFTWARE, including but not limited to any agreement appearing in any user's manual, unless a subsequent agreement for the SOFTWARE is in writing and signed by both you and an authorized WAVES representative.

PRODUCT LABELING

You agree not to use any trademarks, brand names or logos of Waves, or that accompany the SOFTWARE, without the prior written consent of WAVES.

NO OBLIGATION TO ENFORCE

Nothing contained in this Agreement shall be construed as imposing on WAVES any obligation to acquire, maintain, or file or defend any suit or action regarding the validity or infringement of, any WAVES intellectual property licensed hereunder.

NO WAIVER

The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or different provision.

SEVERABILITY

In the event that any provision of this Agreement is determined to be invalid, unenforceable or unlawful, such invalidity, unenforceability or unlawfulness shall not effect any other provisions of this Agreement, and the Agreement shall be construed as if the challenged provision had never been contained herein.

NO SUPPORT OBLIGATION

WAVES is not obligated to furnish or make available to you any further information, software, technical information, know-how, or support. In the event that WAVES does extend any of the same, WAVES shall not be liable for any damage, howsoever caused. WAVES reserves the right to make changes to the SOFTWARE, and all materials provided hereunder, without further notice.

WAVES TIME LIMITED SOFTWARE LICENSE (Rental)

1. GRANT OF LICENSE.
This Waves License Agreement ("LICENSE") permits you to use one copy of the specified version of the Waves software product identified above ("SOFTWARE") on any single computer, for a limited time period, as indicated on your purchase order, beginning as of the date you accept the terms herein, provided the SOFTWARE is in use on only one computer at any time. If you have multiple Licenses for the SOFTWARE, then at any time you may have as many copies of the SOFTWARE in use as you have LICENSES. The SOFTWARE is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer, except that a copy installed on a network server for the sole purpose of distribution to other computers is not "in use." If the anticipated number of users of the SOFTWARE will exceed the number of applicable Licenses, then you must have a reasonable mechanism or process in place to assure that the number of persons using the SOFTWARE concurrently does not exceed the number of LICENSES.

2. COPYRIGHT.
WAVES owns the SOFTWARE and all trade secrets, copyrights, patents and other intellectual property rights therein (or as applicable, has obtained licenses to such rights). Therefore, you must treat the SOFTWARE like any other copyrighted material (e.g., a book or musical recording), except that you may transfer the SOFTWARE to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the SOFTWARE. All other rights not expressly provided herein are hereby reserved by Waves.

3. OTHER RESTRICTIONS.
You may not sub-license, transfer or assign the SOFTWARE. You may not and you may not permit others to:
a) Reverse engineer, decompile, disassemble or otherwise derive source code from the SOFTWARE;
b) Modify or prepare derivative works of the SOFTWARE;
c) Copy the SOFTWARE, other than as specifically set forth herein; and/or
d) use the SOFTWARE in any manner that infringes the intellectual property or other rights of another party. Any transfer of the SOFTWARE must include the most recent update and all prior versions.

4. UPDATES.
If the SOFTWARE is an update to a previous version (the "UPDATE"), you must possess a valid License for the previous version, in order to use the Update. All Updates are provided to you on a "license exchange" basis and you agree that by using an Update, you no longer have a License to use any previous version of the SOFTWARE.

5. NO WARRANTIES.
WAVES disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the SOFTWARE, the accompanying written materials.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall WAVES, its suppliers or licensors, be liable for any damages whatsoever (including, without limitation, direct, indirect, punitive, special, incidental, or consequential damages, or damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use this WAVES product, or as a result of any support provided by WAVES, even if WAVES has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you; in such a case, then the aggregate liability for any claims, losses or damages shall not exceed US $2,500. The foregoing limitation of liability is complete and exclusive, shall apply even if WAVES has been advised of the possibility of claims, losses, or damages exceeding such limit, and shall apply regardless of the success or effectiveness of any other remedies possessed by WAVES. The limitation of liability reflects an allocation of risk between you and WAVES.

6. GENERAL PROVISIONS
Israeli law shall govern the interpretation and enforceability of this Agreement, and any dispute hereunder shall be governed solely and exclusively in the jurisdiction of the competent court of Tel Aviv, Israel. If any provision of this Agreement is held to be unenforceable, then such provision shall be deemed stricken from this Agreement and the remaining provisions shall be enforced in accordance with their terms. In the absence of a written agreement signed by you and WAVES, this Agreement shall be the sole and complete agreement between you and WAVES, regarding the SOFTWARE. This Agreement expressly supersedes and replaces any other license agreement for the SOFTWARE, including but not limited to any agreement appearing in any user's manual, unless a subsequent agreement for the SOFTWARE is in writing and signed by both you and an authorized WAVES representative.

7. PRODUCT LABELING
You agree not to use any trademarks, brand names or logos owned by Waves, or that accompany the SOFTWARE, without the prior written consent of WAVES.

8. NO OBLIGATION TO ENFORCE
Nothing contained in this Agreement shall be construed as imposing on WAVES any obligation to acquire, maintain, or file or defend any suit or action regarding the validity or infringement of, any WAVES intellectual property licensed hereunder.

9. NO WAIVER
The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or different provision.

10. SEVERABILITY
In the event that any provision of this Agreement is determined to be invalid, unenforceable or unlawful, such invalidity, unenforceability or unlawfulness shall not effect any other provisions of this Agreement, and the Agreement shall be construed as if the challenged provision had never been contained herein.

11. NO SUPPORT OBLIGATION
WAVES is not obligated to furnish or make available to you any further information, software, technical information, know-how, or support. In the event that WAVES does extend any of the same, WAVES shall not be liable for any damage, howsoever caused. WAVES reserves the right to make changes to the SOFTWARE, and all materials provided hereunder, without further notice.