End-User License Agreement (EULA)

As from 24 May 2022

You (hereinafter "You" or "Customer") wish to use one or several UVI Products (hereinafter (“Product(s)”) registered on the website www.uvi.net or on the UVI Portal (hereinafter together the "Website").

This End-User License Agreement (“EULA”) governs your use of the Products offered by UVI.

The EULA defines your rights and the conditions of use of the Product.

Article 1 – Product Activation Conditions

In order to use the registered Product or the Product that can be used as part of the UVI Subscription, You must:
- have a free iLok account (not necessarily a physical key) and install the iLok License Manager - also free of charge (its installation is performed automatically by the installers of UVI Workstation, Falcon or the Product);
- register the Product's serial number on the Site;
- fill in the requested information, which will be stored in the UVI database.

For more information about UVI's handling of personal data, please see the Privacy Policy.

Article 2 - Conditions of use of the Product

UVI grants You a non-exclusive, non-transferable license to use the Product. This right is granted to You for a maximum of three simultaneous activations on any combination of iLok keys or computers, it being specified that these activations can be moved between devices at any time through the iLok License Manager.

This right is strictly personal and may not be transferred to a third party in any way, except in the following conditions: Except if otherwise stated within this EULA, Licensee may transfer the software and its license to a third party permanently. Request may be done using the 'Transfer License' feature in your iLok account, subject to a $25 fee per-license ($50 maximum) charged by Pace. The serial number of the Product will be transferred to the third party by UVI, and Licensee’s original registration will be deleted. You will find additional information here
Transfer of the Product is not possible if You have access to it as part of your Subscription.
The UVI Subscription is strictly personal and shall not be shared in violation of the terms of this EULA.
Similarly, the resale or making available of individual Products obtained as part of a bundle, or those used to upgrade a Product or to crossgrade from another software or platform, is strictly prohibited.

Under this license, You may use all sounds and sound samples contained in the Products ordered for commercial recording purposes without paying any additional license fee or acknowledging their source.

However, this license expressly prohibits:
- reselling or distributing the sounds and software included in the Product or their derivatives, whether they exist on disk, reformatted for use on another digital sampler, or are mixed, combined, filtered, resynthesized or edited in any way, for use as sounds, multi-sounds, sound samples, sound multi-samples, wavetables, programs or patches in a sampler, microprocessor or any sound sample playback equipment or software. You may not sell the contents of the Product or give them away for use by others in their sampling or sound sample playback equipment.
- Circumvent the technical limitations of the Product.
- Exceeding the number of duly authorised activations.
- Reconstruct the software logic of the Product, decompile or disassemble it, except to the extent expressly permitted by law.
- Publish the software to allow other parties to copy it.

Article 3 – Updates

You are informed via the UVI Portal application or by any other means that updates to the Product may be offered to You.

Please refer to Article 9 – Updates of Products of the UVI General Conditions for your rights and obligations regarding Products Updates.

Article 4 - NFR licenses

The serial numbers of UVI Products designated "NFR" (not for resale) may only be used for demonstration, testing and evaluation purposes. The resale and transfer of the NFR licenses are strictly prohibited.

They are not eligible for updated or upgraded offers nor for evolution from other product or platform (crossgrade offers). They cannot be purchased with or redeemed for vouchers or other products. In addition, as a user of an NFR product, You do not benefit from promotional offers linked to the commercial version of the Product.

Article 5 – Intellectual property

UVI owns all intellectual property rights relating to the Products including intellectual property rights relating to digital sound recordings included in the Products (including any copies).

You acknowledge the existence of these property rights and shall not take any action that may compromise, limit or interfere in any way with them.

Copies are granted to You solely for the purpose of exercising your rights under the license.

The content of the UVI Subscription is strictly and personally reserved to You and the UVI Subscription shall not be shared with any third parties.
Finally, all rights not expressly granted to You under this EULA are expressly reserved by UVI.

Article 6 - Warranty

The licensed Product will function substantially as described in the accompanying UVI documentation.

Some features of the Product may require your device to be connected to the Internet. Your access and use may be subject to the terms of your Internet service provider's contract. UVI shall not be responsible for the terms of your contract with your Internet service provider or for any problems that may arise in using or accessing the networks that may affect your use of the Product.

In the event of technical difficulties with the Product, UVI will do its utmost to provide you with the necessary support through its support service.

Subject to the legal guarantees from which Consumer Customers benefit, and reproduced hereafter, UVI declines all responsibility in the event of deterioration or loss resulting from incorrect installation of the Products by the Customers or the use of the Products with defective, incompatible or incorrectly installed equipment.

Similarly, UVI disclaims all liability for negligence in the use of the Products by the Customer, for inappropriate use or for use that does not comply with the manuals or instructions for use provided with the Product or accessible on the Site.

Article 7 - Duration and termination

The EULA becomes effectives upon registration of the Product and lasts:

- for Products that have been the subject of an Order: for the entire duration of the Product’s copyright protection, unless terminated in advance.
- for Products accessible via the Subscription: for the entire duration of the Subscription.

In the event of termination of the EULA:

- for Products ordered: You will no longer have access to the Products concerned
- for Products accessible through the UVI Subscription: You will no longer have access to any of the Products in the Catalog.

Article 8 - Liability

UVI shall only be liable for direct damage caused by its fault and which You can prove.

Subject to applicable legal provisions that prohibit the exclusion or limitation of liability, UVI's total liability shall in no case exceed the total cost of:
- in the case of the acquisition of one of these Products as part of an Order: the total cost of the defective Products supplied, which are the subject of the claim.
- in the case of Products accessible via the UVI Subscription: an amount equivalent to the monthly payment made by the Customer for the month in which the liability claim is made, as regards the monthly UVI Subscription and the annual amount as paid by the Customer when he subscribes to the annual UVI Subscription.

Article 9 - Applicable law and competent jurisdiction

These conditions are subject to French law.

ANY DISPUTE RELATING TO THE EXECUTION OR INTERPRETATION OF THE PRESENT CONTRACT WITH A NON-CONSUMER CUSTOMER SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF PARIS.

Disputes with Consumer Customers shall be brought before the competent courts.

Article 10 - Miscellaneous

10.1 If one of the provisions of these conditions should be declared null and void or inapplicable, it will be modified in order to obtain its validity or will be deemed unwritten but will not lead to the nullity or invalidity of these provisions.

10.2 The fact that UVI does not, at any given time, avail itself of any of the provisions hereof, shall not be construed as a waiver of any of the said provisions.

10.3 For Consumer Customers: in accordance with the provisions of the Consumer Code applicable to Consumer Customers, the latter benefit from (i) the legal guarantee of hidden defects under the conditions of article 1641 of the Civil Code for a period of two years from the discovery of the hidden defect as well as (ii) the legal guarantee of conformity under the conditions of article L.224-25-12 and following of the Consumer Code, it being specified that UVI guarantees all its clients against defects in its Products in relation to their characteristics provided on the Site.

In accordance with the French Consumer Code, the provisions of Articles L. 224-25-12, L. 224-25-13, L. 224-25-14, L. 224-25-15 et L. 224-25-16 as well as Article 1641 and the first paragraph of Article 1648 of the French Civil Code are reproduced in full below.

Article L.224-25-12 of the Consumer Code:
"The trader shall provide digital content or a digital service that complies with the contract and the criteria set out in Article L. 224-25-14.
Where the contract provides for a one-off supply of the digital content or service, or a series of separate supply operations, the trader shall be liable for any lack of conformity existing at the time of the supply and which appears within two years of the supply.
Where the contract provides for the digital content or digital service to be supplied on a continuous basis, the trader shall be liable for lack of conformity which becomes apparent during the period in which the digital content or digital service is supplied under the contract.
The applicable period does not deprive the consumer of his right to updates in accordance with the provisions of Article L. 224-25-25.
The trader is also liable, within the same time limits, for lack of conformity resulting from the incorrect integration of the digital content or service into the consumer's digital environment where this has been done by the trader or under his responsibility, or where the incorrect integration done by the consumer results from shortcomings in the instructions provided by the trader.
This warranty period applies without prejudice to Articles 2224 and following of the Civil Code. The starting point of the limitation period for the consumer's action is the day on which the consumer becomes aware of the lack of conformity.”

Article L. 224-25-13 of Consumer Code:
"The digital content or digital service conforms to the contract if it meets, in particular, where applicable, the following criteria:
1° It corresponds to the description, type, quantity and quality, in particular as regards functionality, compatibility, interoperability, or any other characteristic provided for in the contract ;
2° It is fit for any special purpose sought by the consumer, made known to the trader at the latest at the time of the conclusion of the contract and accepted by the latter;
3° It is supplied with all the accessories, including packaging, installation instructions and customer support, to be provided in accordance with the contract;
(4) It is updated in accordance with the contract."

Article L. 224-25-14 of Consumer Code:
"I.-In addition to the compliance criteria set out in the contract, the digital content or service is compliant if it meets the following criteria:
1° It is fit for the purpose normally expected of digital content or a digital service of the same type, taking into account, where appropriate, any provisions of European Union law and national law as well as any technical standards, or in the absence of such technical standards, specific codes of conduct applicable to the sector concerned ;
2° Where appropriate, it has the qualities which the trader has presented to the consumer in the form of a trial version or preview before the conclusion of the contract;
3. It shall be supplied in the most recent version available at the time of conclusion of the contract, unless the parties agree otherwise;
4° In the case of continuous provision of digital content or a digital service during a given period, it is provided without interruption throughout that period;
5. Where applicable, it is provided with all the accessories and installation instructions and customer support that the consumer may reasonably expect;
6° Where applicable, it is provided with the updates that the consumer can legitimately expect, in accordance with the provisions of Article L. 224-25-25 ;
7° It corresponds to the quantity, quality and other characteristics, including in terms of functionality, compatibility, accessibility, continuity and security, that the consumer can legitimately expect for digital content or digital services of the same type, taking into account the nature of these contents or services as well as public statements made by the professional, by any person upstream in the chain of transactions, or by a person acting on their behalf, including in advertising or on labelling
II - However, the professional is not bound by any public statements mentioned in the last paragraph of I if he demonstrates:
1° That he did not know them and was not legitimately in a position to know them ;
2° that at the time the contract was entered into, the public statements had been corrected under conditions comparable to the initial statements; or
(3) that the public statements could not have influenced the decision to contract.
III.-The consumer may not contest compliance by invoking a defect concerning one or more particular characteristics of the digital content or digital service, which he was specifically informed deviated from the criteria for compliance set forth in this article, deviation to which he expressly and separately consented at the time of the conclusion of the contract."

Article L. 224-25-15 of Consumer Code:
"Where, on the occasion of the contract, processing of personal data is carried out by the professional, a failure on his part to comply with his obligations under Regulation (EU) 2016/679 of 27 April 2016 and Law No. 78-17 of 6 January 1978 on information technology, files and freedoms, where such failure results in non-compliance with one or more of the compliance criteria set out in this section, shall be treated as a failure to comply, without prejudice to other remedies provided for by these texts."

Article L. 224-25-16 of Consumer Code:
"I.-Defects in conformity which appear within twelve months of the supply of the digital content or digital service shall be presumed to have existed at the time of that supply, in the absence of proof to the contrary.
Where the contract provides for the continuous supply of the digital content or digital service during a given period, the burden of proof as to whether the digital content or digital service was in conformity during the contractual period of supply shall lie with the trader in the case of a lack of conformity appearing during that period.
The trader shall not be liable for the lack of conformity if he demonstrates that the lack of conformity is directly attributable to the incompatibility between the digital content or service and the consumer's digital environment and that the consumer had been informed by the trader of the technical requirements for the compatibility of that content or service before the contract was concluded.
The consumer is obliged to cooperate with the trader, to the extent reasonably possible, necessary and least intrusive for him, in order to determine whether the lack of conformity is caused by that incompatibility. Otherwise, the burden of proof referred to in the first or second paragraph of I of this Article, shall lie with the consumer provided that the consumer has been informed in a clear and comprehensible manner of his obligation to cooperate before the conclusion of the contract."

Article 1641 of the French Civil Code:
"The seller is bound by the warranty for hidden defects in the thing sold which make it unfit for the use for which it was intended, or which so diminish this use that the buyer would not have acquired it, or would have given only a lower price, if he had known about them."

Article 1648 paragraph 1 of the French Civil Code:
"The action resulting from prohibitive defects must be brought by the purchaser within two years of the discovery of the defect."