Soundtrack Download EULA

Serenity Forge Game Soundtrack Download End User License Agreement

When you purchased your Serenity Forge video game (the “Game”) you received, in the Game packaging a redemption code (the “Code”) for a download of the Game soundtrack.

This End User License Agreement (this "EULA") governs your access, download and use of the digital audio file containing the soundtrack (the “Soundtrack”) associated with the Code.

Serenity Forge provides the Soundtrack solely on the terms and conditions set forth in this EULA. If you do not agree to the terms of the EULA you may not download the Soundtrack.

By downloading the Soundtrack you:
(A) Accept this EULA and agree that you are bound by all of its terms; and
(B) Represent and warrant that you are of legal age to enter into a binding agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS EULA, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS EULA, AND THIS EULA EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOUNDTRACK IF: (i) YOU DID NOT LAWFULLY ACQUIRE THE SOUNDTRACK, OR THE UNDERLYING GAME OR CODE, OR (ii) THE SOUNDTRACK IS NOT A LEGITIMATE, COPY OF THE SOUNDTRACK AUTHORIZED BY SERENITY FORGE.

1. Definitions.

For purposes of this EULA, the following terms have the following meanings:

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Soundtrack" means the digital software file embodying the soundtrack to the Game.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Third Party" means any Person other than You or Serenity Forge.

2. License Grant and Scope.

Subject to and conditioned upon your acceptance of and compliance with all terms and conditions set forth in this EULA, Serenity Forge hereby grants you a non-exclusive, transferable, limited license during the Term to use the Soundtrack, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this EULA. This license grants You the right to:

(a) Download and install one (1) copy of the Soundtrack on up to two (2) devices, each of which must be owned or leased, and controlled by, You. In addition to the foregoing, You have the right to make one copy of the Soundtrack solely for archival purposes and one copy of the Soundtrack solely for backup purposes, provided that You shall not, and shall not allow any Person to, install or use any such copy other than if and for so long as the copy installed in accordance with the preceding sentence is inoperable and, provided, further, that You uninstall and otherwise deletes such inoperable copy(ies). All copies of the Soundtrack made by the You:
(i) will be the exclusive property of SERENITY FORGE;
(ii) will be subject to the terms and conditions of this EULA; and
(iii) must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

(b) Use and run the Soundtrack as properly installed in accordance with this EULA, solely for your personal, non-commercial, non-business purposes. Subject to subsection (c) below, such use is permitted only on the device on which the Soundtrack is installed, at the physical location thereof and not via any remote access or other network.

(c) Transfer any copy of the Soundtrack from one device to another (including from your device to the devices of another person working on a project for or with You), provided that:
(i) the number of devices on which the Soundtrack is installed at any one time does not exceed the number permitted under Section 2(a); and
(ii) You notify Serenity Forge in writing of each such transfer.

3. Use Restrictions.

You shall not, directly or indirectly:

(a) use (including make any copies of) the Soundtrack beyond the scope of the license granted under Section 2;

(b) provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider, with access to or use of the Soundtrack;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Soundtrack or any part thereof;

(d) combine or synchronize the Soundtrack or any part thereof with, or incorporate the Soundtrack or any part thereof in, any other programs or content of any kind in any form or media;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Soundtrack or any part thereof;

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Soundtrack, including any copy thereof;

(g) except as expressly set forth in Section 2(a) and Section 2(c), copy the Soundtrack, in whole or in part;

(h) rent, lease, lend, sell, sublicense, assign, distribute, publicly perform or display, publish, transfer, or otherwise make available the Soundtrack, or any features or functionality of the Soundtrack, or any part or parts thereof, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(i) use the Soundtrack in violation of any law, regulation, or rule; or

(j) use the Soundtrack for any purpose that is to SERENITY FORGE's commercial disadvantage.

4. Responsibility for Use of Download.

You are responsible and liable for all uses of the Soundtrack through access thereto provided by You, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Soundtrack by any Person to whom may provide access to or use of the Soundtrack, whether such access or use is permitted by or in violation of this EULA.

5. Intellectual Property Rights.

You acknowledge and agree that the Soundtrack is provided under license, and not sold, to You. You do not acquire any ownership interest in the Soundtrack under this EULA, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this EULA. Serenity Forge and its Serenity Forges and service providers reserve and shall retain their entire right, title, and interest in and to the Soundtrack, except as expressly granted to You in this EULA. You shall safeguard the Soundtrack (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify Serenity Forge if You become aware of any infringement of SERENITY FORGE's Intellectual Property Rights in the Soundtrack and fully cooperate with Serenity Forge in any legal action taken by Serenity Forge to enforce its Intellectual Property Rights.

6. Term and Termination.

(a) This EULA and the license granted hereunder shall remain in effect until terminated as set forth herein (the "Term").

(b) You may terminate this EULA by ceasing to use and destroying all copies of the Soundtrack.

(c) Serenity Forge may terminate this EULA, effective upon written notice to You (email shall be sufficient), if You, breach this EULA and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for 7 calendar days after Serenity Forge provides written notice thereof.

(d) Upon expiration or earlier termination of this EULA, the license granted hereunder shall also terminate, and You shall cease using and destroy all copies of the Soundtrack.

7. Disclaimer/Warranty Disclaimer.

(a) THE SOUNDTRACK IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SERENITY FORGE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE SERENITY FORGES AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOUNDTRACK, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SERENITY FORGE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOUNDTRACK WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOUNDTRACK, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

8. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) IN NO EVENT WILL SERENITY FORGE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERENITY FORGES OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOUNDTRACK; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS EULA, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERENITY FORGE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL SERENITY FORGE'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE SERENITY FORGES' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SERENITY FORGE PURSUANT TO THIS EULA.

(c) THE LIMITATIONS SET FORTH IN SECTION 8(a) AND SECTION 8(b) SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS EULA FAIL OF THEIR ESSENTIAL PURPOSE.

9. Export Regulation.

The Soundtrack may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Soundtrack to, or make the Soundtrack accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Soundtrack available outside the US.

10. US Government Rights.

The Soundtrack is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the You are the US Government or any contractor therefor, You shall receive only those rights with respect to the Soundtrack as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

11. Miscellaneous.

(a) All matters arising out of or relating to this EULA shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this EULA or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Colorado in each case located in County of Boulder, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

(b) Serenity Forge will not be responsible or liable to You, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or your equipment, loss and destruction of property, or any other circumstances or causes beyond Serenity Forge's reasonable control.

(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses:

 (i)    If to You then to the email address that you provide when you redeem the Code.
 (ii)   If to Serenity Forge then to support@serenityforge.com
 (iii)  or to such other address as may be designated by a party from time to time in accordance with this Section 11(c).

(d) This EULA constitutes the sole and entire agreement between You and Serenity Forge with respect to the Soundtrack, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e) You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this EULA, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Serenity Forge's prior written consent, which consent Serenity Forge may give or withhold in its sole discretion. No delegation or other transfer will relieve You of any of its obligations or performance under this EULA. Any purported assignment, delegation, or transfer in violation of this Section 11(e) is void. Serenity Forge may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this EULA without Your consent. This EULA is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(f) This EULA is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this EULA.

(g) This EULA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this EULA, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this EULA shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(h) If any term or provision of this EULA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this EULA or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i) For purposes of this EULA, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this EULA as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this EULA; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This EULA shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(j) The headings in this EULA are for reference only and do not affect the interpretation of this EULA.