H2O SYNC - Terms of Use & End User License Agreement

AGREEMENT OVERVIEW

PLEASE READ THESE TERMS OF USE AND END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE H2O SYNC SOFTWARE APPLICATION (“APP” OR “SOFTWARE”). BY CLICKING “I AGREE,” DOWNLOADING, INSTALLING, OR OTHERWISE USING THE APP, YOU (“USER” OR “YOU”) AGREE TO BE BOUND BY THIS AGREEMENT WITH H2O AUDIO, INC. (“H2O AUDIO,” “WE,” “US,” OR “OUR”).

If you do not agree to all terms of this Agreement, do not download, install, or use the App. This Agreement applies to all versions of H2O Sync for macOS and Windows.

1. LICENSE GRANT
Subject to the terms and conditions of this Agreement, H2O Audio grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:
• Download and install one copy of H2O Sync on each personal computer you own or control.
• Use the App solely for your personal, non-commercial purposes in connection with compatible H2O Audio hardware products.
• Access firmware updates and product synchronization features as made available by H2O Audio from time to time.
This license does not include any right to resell or redistribute the App, to provide the App as a service to third parties, or to use the App in any commercial product or service.

2. RESTRICTIONS
You agree that you will NOT:
• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the App or any part thereof.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the App.
• Use the App for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation.
• Attempt to gain unauthorized access to any portion of the App, or any systems or networks connected to the App.
• Sell, sublicense, rent, lease, transfer, assign, or otherwise dispose of the App or your rights under this Agreement.
• Use the App to transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
• Interfere with or disrupt the integrity or performance of the App or any systems or networks connected to the App.

3. INTELLECTUAL PROPERTY
The App and all copies thereof are proprietary to H2O Audio and title thereto remains with H2O Audio. All rights in the App not specifically granted in this Agreement are reserved to H2O Audio. The App is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

H2O Audio, H2O Sync, and all related logos, product names, service names, and design marks are trademarks or registered trademarks of H2O Audio, Inc. You agree not to display or use such marks in any manner without H2O Audio's prior written permission.

4. UPDATES AND UPGRADES
H2O Audio may from time to time develop and provide App updates, including upgrades, bug fixes, patches, other error corrections, and/or firmware update packages (collectively, “Updates”). Updates may also modify or delete features and functionality. You agree that H2O Audio has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

The App may include an automatic update feature that installs Updates without additional notice to you. You consent to this automatic updating. If you do not want such automatic updates, you should discontinue use of the App.

5. PRIVACY AND DATA COLLECTION
Your use of the App is also governed by H2O Audio's Privacy Policy, incorporated herein by reference and available at h2oaudio.com/privacy. The App may collect your email address if you voluntarily provide it for the purpose of receiving product updates and marketing communications. You may opt out of marketing communications at any time by following the unsubscribe link in any marketing email or by contacting us at privacy@h2oaudio.com.

6. CONNECTIVITY AND THIRD-PARTY SERVICES
The App may require an internet connection to check for firmware updates. Connectivity is your responsibility. H2O Audio is not responsible for any fees or charges you incur with your internet service provider in connection with your use of the App.

The App may contain links to or integrate with third-party services. H2O Audio is not responsible for any third-party services and does not endorse or assume responsibility for any third-party content, functionality, or privacy practices.

7. DISCLAIMER OF WARRANTIES
THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, H2O AUDIO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

H2O AUDIO DOES NOT WARRANT THAT: (A) THE APP WILL MEET YOUR REQUIREMENTS; (B) THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL H2O AUDIO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE APP.

IN NO EVENT WILL H2O AUDIO'S AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNT PAID BY YOU, IF ANY, FOR THE APP IN THE TWELVE MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless H2O Audio and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of this Agreement; (b) your use of the App other than as expressly authorized in this Agreement; or (c) your violation of any applicable law or the rights of any third party.

10. TERM AND TERMINATION
This Agreement is effective from the date you first install or use the App and shall continue until terminated. H2O Audio may terminate this Agreement immediately and without notice if you fail to comply with any term of this Agreement.

Upon termination of this Agreement for any reason: (a) the license granted hereunder will terminate immediately; (b) you must cease all use of the App and delete all copies from your devices. Sections 3, 7, 8, 9, 11, 12, and 13 shall survive termination.

11. EXPORT COMPLIANCE
The App may be subject to U.S. export control laws and regulations and the export or import regulations of other countries. You agree to comply fully with all applicable export laws and regulations, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs maintained by the U.S. Department of Treasury's Office of Foreign Assets Control.

12. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision.

YOU AND H2O AUDIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the App.

If you are a consumer resident in the European Union, nothing in this Agreement shall deprive you of the protection afforded by the mandatory provisions of the law of the country in which you are located.

13. GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between you and H2O Audio with respect to the App and supersedes all prior or contemporaneous understandings regarding such subject matter.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Waiver: The failure by H2O Audio to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.

Assignment: You may not assign or transfer this Agreement or any rights hereunder without H2O Audio's prior written consent. H2O Audio may freely assign this Agreement.

Notices: H2O Audio may provide you with notices by email, in-app notifications, or by posting on h2oaudio.com. Notices to H2O Audio shall be sent to legal@h2oaudio.com.

Language: This Agreement is made in the English language. If this Agreement is translated into another language, the English version shall control in the event of any conflict.

Children: The App is not directed to children under the age of 13 (or 16 in the EU/EEA). If you are under this age, you may not use the App.

14. CHANGES TO THIS AGREEMENT
H2O Audio reserves the right to modify this Agreement at any time. If we make material changes, we will notify you by posting an updated Agreement at h2oaudio.com/terms and updating the "Effective Date" above. Your continued use of the App after any such changes constitutes your acceptance of the new terms. If you do not agree to the modified terms, you must stop using the App.

15. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us:

H2O Audio, Inc.
legal@h2oaudio.com