Updated: 18th December 2019

General Terms and Conditions

for Purchase and Use of XLN Audio Software

(with customer information)

Contents

  • §1 General provisions
  • §2 Conclusion of contract
  • §3 Prices and additional charges
  • §4 Payment and delivery
  • §5 Right to withdraw
  • §6 Intellectual Property Rights
  • §7 Customer's rights in case of defects
  • §8 Liability
  • §9 Customer's obligations
  • §10 Processing of personal data
  • §11 Contact information
  • §12 Amendments
  • §13 Governing Law and Jurisdiction
  • §14 Changes to these Terms

Definitions

"Created Music Work" means the music created by the Customer using the Software
"Customer" means the customer, either a private person or a business
"Customer OS" means Customer Operating System
"Parties" means XLN Audio and the Customer jointly
"Product Description" means the description of the Software provided in the Webshop
"Recipient" means a third party recipient of the Customers Created Music Work
"Software" means any software product purchased in the Webshop
"Terms" means these general terms and conditions
"Webshop" means the XLN Audio webshop, www.xlnaudio.com
"XLN Audio" means XLN Audio Software, registered number 556680-1444
"Core Content Audio Library" means audio samples assembled or produced by XLN Audio which are included in the content of sold products, or sold separately

§1 General provisions

(1) These Terms apply to the contractual relationship with the Customer regarding purchase and use of XLN Audio Software.

(2) By creating an account to place an order, the Customer acknowledges these Terms as amended at the time of creating the account and shall apply to all individual orders placed in our Webshop.

(3) If the Customer wishes to buy the products for commercial purposes, especially for resale, please contact XLN Audio specifically.

§2 Conclusion of contract

(1) Any contract of purchase between the Customer and XLN Audio will be concluded in the English language. The contract documents will be supplied to the Customer after a placed order and consists of (i) the confirmation of order; (ii) these Terms; and (iii) the confirmation of the contract.

(2) The Customer can also view the status of their current orders by way of accessing their Customer account.

§3 Prices and additional charges

(1) The end prices given in our Webshop include statutory VAT and all other price components. For businesses within the EU, VAT will not be charged if a valid VAT number has been provided to XLN Audio.

(2) Depending on the method of payment chosen by the Customer, additional costs may arise, such as credit card or banking charges. Any such charges shall be borne and if applicable reimbursed by the Customer.

§4 Payment and delivery

(1) The Customer may choose among various methods of payment, such as credit or debit card (e.g. Visa or MasterCard), electronic payment services (e.g. PayPal) or any other payment method provided in the Webshop.

(2) After a purchase is made we will provide the Software for download by using the XLN Online Installer available in your Customer account. In the event that the Software cannot be delivered in accordance with the contract of purchase i.e. due to failures in delivery, both Parties are entitled to terminate the purchase.

§5 Right to withdraw

(1) The Customer have a statutory right to withdraw from a made purchase in accordance with the templates below.

EXERCISE OF THE RIGHT OF WITHDRAWAL

Conditions for withdrawal

The Customer have the right to withdraw from a purchase within 14 days of the conclusion of the contract. The right to withdraw shall also apply in cases where the Software has been installed by the Customer, however in such cases the Customer shall immediately stop using the Software and deinstall it. XLN has in such cases the unconditional right to close down the Customer from further use of the Software via the XLN Online Installer.
To exercise the right of withdrawal, the Customer has to inform XLN Audio, preferably by post or email. Please see contact information below.

Effects of a withdrawal

In the event of a withdrawal, XLN Audio will reimburse all payments received from the Customer with the exception of any supplementary costs of delivery imposed by the Customer's initial purchase. XLN Audio will reimburse without delay and no later than 14 days after receipt of the withdrawal. The reimbursement will be carried out using the same method of payment as the Customer's initial transaction unless instructed otherwise by the Customer. The Customer will not be subject to any additional fees due to our reimbursement.

(2) Should the Customer wish to use a template of withdrawal, please see below:

Model withdrawal form

–	To: XLN Audio AB
Årstaängsvägen 21C
117 43 Stockholm
Sweden
email: support@xlnaudio.com


– 	I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),
– 	Ordered on (*)/received on (*),
– 	Name of Customer(s),
– 	Address of Customer(s),
– 	Signature of Customer(s) (only if this form is notified on paper),
– 	Date
_______
(*) Delete as appropriate.

§6 Intellectual Property Rights

(1) All intellectual property rights, including but not limited to copyright, patent, trademarks, designs and software remain vested in XLN Audio. Any license does not infer any transfer of ownership or other rights to the Customer except for the limited license granted in this paragraph 6.

(2) In accordance with applicable purchases, XLN Audio grants the Customer a limited, non-exclusive, perpetual, non-sub licensable and revocable license to use the Software in compliance with these Terms.

(3) The granted license is non-transferrable unless transferred in accordance with the provided procedure on xlnaudio.com

(4) The license grants the Customer the following:

  • a) The Customer may install and run their licensed XLN Audio Software on up to, but not exceeding, two (2) instances of Customer OS at any given time.
  • b) The Customer may use the Software to create music in accordance with the Product Description. The Customer may share the Created Music Work with Recipients by distributing it or making it available to the public, either for a fee or free of charge. The Customer may not sell or compile a public library of samples or loops where any Core Content Audio Library Software has been used.

(5) Unless explicitly granted by XLN Audio, the Customer may not:

  • a) remove any copyright, trademark or other proprietary notices from any portion of the Software;
  • b) reproduce, modify or prepare derivative works based upon license, lease, sell, resell or transfer the Software to any third party;
  • c) decompile, reverse engineer or disassemble the Software;
  • d) use the Software in networks or on virtual servers allowing use of the Software by more than two users;
  • e) attempt to gain unauthorized access to or impair any aspect of the Software or its related systems or networks;
  • f) use the License and/or the Software in conflict with any applicable law and/or legislation;
  • g) reformat, mix, filter or otherwise use or create material from the Core Content Audio Library in the Software for use on any kind of audio samples or loops library (or similar) for resale or any form of distribution (including but not limited to selling, lending, trading, renting, leasing, giving etc.); and/or
  • h) provide use of this Software to third parties in any way including but not limited to any form of multi user configuration (such as a server computer or computer accessible and usable by any other computers) unless in accordance with section 6.4.a above.

(6) Should XLN Audio release any upgrade of the Software via the Webshop these will be available for download subject to a charge.

§7 Customer's rights in case of defects

(1) We ensure that the Software performs in accordance with the Product Description. Should any Software not be compliant with the Product Description, XLN Audio is entitled to remedy any defects. XLN Audio will indemnify using applicable methods, should it be repairing, replacing, updating or upgrading of the Software. XLN Audio accepts no responsibility for the Software aside from the Product Description.

(2) XLN Audio ensures that the Software is free from any third party rights. Should any third party claims be directed at the Customer, XLN Audio will remedy by (i) acquiring the necessary rights for the Customer, (ii) replacing the Software in whole or in part with a similar product, or (iii) modify or update the Software so that no infringement against third party rights remain.

(3) The Customer may only remedy defects themselves in the event that XLN Audio omits to do so after being notified, with respect to a reasonable grace period. The Customer's right to remedies due to defects in any product will not affect the Customer's right to withdrawal as stated in paragraph 5 or, if applicable, any other guarantees separately granted to the Customer.

§8 Liability

(1) XLN Audio will be liable in the event of:

  • a) an intentional or grossly negligent breach;
  • b) an intentionally or negligently caused injury to body, life and/or health;
  • c) an assumption of a guarantee;
  • d) applicable product liability legislation or other mandatory statutory provisions.

(2) In the event of a breach that is neither intentional nor grossly negligent of a major obligation, XLN Audio's liability is limited to that which is a direct result of the breach. The indemnification shall in no event exceed the initial price paid by the Customer for the Software.

(3) Except in cases of this paragraph 8(1), liability for indirect damage and consequential damage is excluded, including without limitation loss of profit, business interruption damage, costs of procurement from an alternate source, damage to reputation, loss of goodwill or punitive damages

(4) XLN Audio is not liable for any other damages than those listed in this paragraph 8(1). XLN Audio is in no way liable for any quality descriptions provided by others, i.e. customer ratings.

(5) Any claims directed at XLN Audio must be invoked within two years of their occurrence. Claims based on situations stated in this paragraph 8(1) does not fall under this limitation. The above limitation of liability also applies to personal liability of our employees, representatives and agents.

§9 Customer's obligations

(1) The Customer shall at all times comply with these Terms and applicable legislation. The Customer shall, if necessary, obtain any permits and registrations needed. The Customer shall not use the Webshop in such a way that it subjects XLN Audio, its affiliates or any third party to liability.

(2) The Customer shall protect their credentials from unauthorized access and not disclose any information relating to the authentication or security of the Webshop, host network or related accounts. The Customer shall not mislead or act in such a way that others can gain access to the Webshop or customer accounts.

(3) In order to comply with these Terms, the Customer shall change their password when urged to do so. The Customer is solely responsible for maintaining the confidentiality and security of their access credentials, and is solely responsible for any and all activities that occur using their account(s).

(4) XLN Audio are entitled to immediately suspend any Customer's access to their customer account, if XLN Audio have reason to believe that the Customer's use of the account does not comply with this paragraph 9(1) and (2). In no event is the Customer entitled to compensation due to suspension.

(5) XLN Audio may also suspend any Customer's access if required by law, a court decision, or a request from a governmental body. XLN Audio shall inform the Customer about any suspension without undue delay. In no event is the Customer entitled to any compensation due to suspension. The Customer will regain access to their account when, if and to the extent that no reason for suspension remains.

§10 Processing of personal data

(1) In order to carry out the obligations stated in these Terms and the contract of purchase, XLN Audio will process the Customer's personal data.

(2) For more information regarding XLN Audio's processing of personal data, please see the privacy policy published on the website: https://www.xlnaudio.com/privacy_policy

§11 Contact information

XLN Audio AB, 556680-1444, VAT SE556680144401
Årstaängsvägen 21C
117 43 Stockholm
Sweden
Represented by Niklas Martin Möller and Lars Anders Erlandsson

If you have any questions, requests or complaints, please contact us by email at: support@xlnaudio.com

§12 Amendments

(1) XLN Audio may amend or add information to these Terms and Conditions. Such amendment or addition shall be notified to the Customer no later than one (1) month prior to its effective date.

§13 Governing Law and Jurisdiction

(1) These Terms, including the contractual relationship with the Customer and all issues in connection with any of them will be governed and construed in accordance with the substantive laws of Sweden.

(2) Any dispute, controversy or claim arising out of or in connection with these Terms or the contractual relationship between XLN Audio and a private customer shall, be settled by district court.

(3) As regards purchases for commercial use, the Parties shall strive to settle any dispute, controversy or claim in good faith through negotiations. In the event of unsuccessful negotiations the dispute, controversy or claim shall be finally settled by arbitration in accordance with the Rules for Simplified Arbitration Procedure of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language used in the arbitral proceedings shall be English. Any awards shall be confidential.

§14 Changes to these Terms

(1) XLN Audio may from time to time, on its own discretion, modify these terms or any additional terms that apply to the Webshop or the Software. You will be notified regarding any modifications to these Terms by email and through our Website. Changes will not apply retroactively and will become effective no sooner than fifteen days after they are posted to our Website.