NAD Electronics, part of the International division of Lenbrook Industries Limited (“NAD”), furnishes this NAD Software [defined to include the software embedded in your NAD product (as updated from time to time) and any desktop or handheld application portions of the software] and accompanying documentation, and licenses their use to you as provided in this agreement. Under this agreement, NAD grants you a non-exclusive, non-transferable, non sub-licensable, royalty-free limited license to use the NAD Software for the purpose of operating your NAD product and the related desktop or handheld device applications on any personal computer or handheld device owned or controlled by you. Except as described above, you may not transfer the NAD Software to any other computing device or remove the NAD Software from your NAD product. Notwithstanding any license granted herein by NAD, you acknowledge and agree that it is your sole responsibility to comply with U.S. and international copyright laws with respect to your use of the NAD Software.
You agree not to modify, adapt, translate, reverse engineer, decompile, or disassemble the NAD Software or the NAD product, in whole or in part, except as expressly provided for in this agreement or upon NAD’s written request. In addition, you agree not to transfer or disclose the NAD Software, the accompanying online documentation or any program you develop from them in whole or in part, to any third party except upon NAD’s prior written approval. Finally, you agree not to use your NAD product in whole or in part for any purpose other than as outlined in the online documentation.
Except for the limited license granted herein, NAD and its suppliers hereby retain all right, title and interest in and to all worldwide intellectual property rights embodied in the NAD Software. All other rights are reserved by NAD.
The license is effective until terminated. Your rights under this license will terminate automatically or otherwise cease to be effective, without notice from NAD, if you fail to comply with any terms of this license. Upon termination of this license you will cease all use of the NAD Software, and you will destroy the NAD Software and accompanying documentation and all copies you have made of them. In addition, upon termination you will have no recourse against NAD for your inability to use the program or accompanying documentation.
COMPLIANCE WITH COPYRIGHT LAWS
You acknowledge that NAD owns all right, title and interest, in all copyrights, trade secrets, and intellectual property related to your NAD product, the NAD Software and accompanying documentation. NAD complies with U.S. and international copyright laws and in consideration of the license granted herein, you agree to do the same. You acknowledge that unauthorized copying or distribution of music or other content accessed using your NAD product is prohibited by such copyright laws, and you agree that you will not, directly or indirectly, copy or distribute any content without the express written authorization of the copyright holder. You agree to indemnify and hold harmless NAD and its licensors from and against any and all claims, suits, losses, damages, liabilities, costs and expenses incurred by NAD or its licensors arising out of or related to your failure to comply with the terms of this section.
THIRD PARTY CONTENT AND TECHNOLOGIES
From time to time, NAD may provide access to third-party content providers via NAD Products. In addition, NAD may support certain third-party technologies, such as specific file formats. NAD reserves the right to discontinue access to and/or support for such third-party content or technologies at any time, and for any reason. NAD makes no representations or warranties whatsoever regarding the selection of, or continuing support for, any such third-party content or technologies.
Access to services provided by third parties requires internet access and may require you to accept additional terms. You agree that NAD is not responsible for evaluating or examining any such third-party services, technologies or related materials and that NAD will not have any liability to you, related to such services, technologies or related materials.
GD3 Data Notice
To the extent that the NAD Software contains functionality from GD3 Data, you agree to be bound by the terms of the GD3 Software License Agreement, which can be found at http://www.getdigitaldata.com. Any use of the NAD Software or NAD product that does not comply with the GD3 Software License Agreement is prohibited and will result in the immediate termination of this license.
Select NAD products incorporate Spotify software which is subject to the third party licenses found at https://developer.spotify.com/esdk-third-party-licenses.
DISCLAIMER OF WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) The NAD Software and services performed by the NAD Software are provided “As Is” with all faults and without warranty of any kind. NAD does not warrant against interference with your enjoyment of the NAD Software, that the NAD Software and related services will meet your requirements or that the NAD Software and related services will be uninterrupted or error free.
(b) NAD does not warrant that any defects in the NAD Software will be corrected or that the NAD Software will be compatible or work with any third party software, applications or third party services.
(c) The NAD Software and related services are at your risk and the entire risk as to satisfactory quality, performance, accuracy and effort is yours.
LIMITATION OF LIABILITY
To the extent not prohibited by law, in no event will NAD or its suppliers be liable for personal injury or any damages whatsoever, including but not limited to, incidental, special, consequential, exemplary, or indirect damages, and including but not limited to, cost of cover, loss of data, loss of profits, business interruption, loss of business information, or other pecuniary loss arising from the use of (or inability to use) the product, no matter how caused and on any theory of liability. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, some of the above limitations may not apply to you, but they shall apply to the maximum extent permitted by law. In no event shall NAD’s total liability to you for all damages in any one or more causes of action exceed the lesser of the amount paid by you for your NAD product and US$500. The limitations outlined here will apply even if NAD, its suppliers or dealers have been advised of the possibility of such damage or of any type of use intended by you. These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy. You acknowledge that these limitations reflect a reasonable allocation of risk.
CONTROLLING LAW AND SEVERABILITY
This License will be governed by and construed in accordance with the laws of the Province of Ontario. This license shall not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of the license shall remain in full force and effect.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND NAD CONCERNING YOUR NAD SOFTWARE AND ACCOMPANYING DOCUMENTATION AND THAT IT SUPERSEDES ANY DEMONSTRATION, ADVERTISEMENT, PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN BETWEEN YOU AND ANY OTHER PARTY RELATING TO YOUR NAD SOFTWARE AND ONLINE DOCUMENTATION.