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General Terms and Conditions for Purchase and Use of XLN Audio Software

(with customer information)

Updated: 08th December 2023

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" “you”/”your” means the customer, either a consumer or a business
"Customer OS" means Customer Operating System in which the relevant Software is installed
"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 (a) any software product purchased in the Webshop and (b) any XLN software product purchased and/or downloaded in a mobile app distribution platform (such as Amazon Appstore, Apple App Store and Google Play)
"Terms" means these general terms and conditions as amended from time to time
"Webshop" means the XLN Audio webshop, www.xlnaudio.com
"XLN Audio" or “we”/”our” means XLN Audio AB, 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 Software.

(2) To place an order, the Customer must create a user account. By creating an account, the Customer agrees to be bound by these Terms, which also applies to all individual orders placed in our Webshop.

(3) If the Customer wishes to buy the Software 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 before an order is placed. By placing an order, the Customer agrees to be bound by the contract documents. After the Customer has placed an order, the Customer will receive: (i) an order confirmation; and (ii) a copy of these Terms.

(2) The Customer can 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 and the Customer will be reimbursed the purchase price.


§5 Right to withdraw

(1) The Customer has a statutory right to withdraw from a purchase in accordance with below.


EXERCISE OF THE RIGHT OF WITHDRAWAL

Conditions for withdrawal
The Customer has the right to withdraw from a purchase within fourteen (14) days of the conclusion of the contract (i.e. when placing an order) (the “Trial Period”). The right to withdraw  applies even if the Software has been installed by the Customer, however, if Customer withdraws from the purchase,  the Customer shall immediately stop using the Software and deinstall it.
To exercise the right of withdrawal, the Customer has to inform XLN Audio thereof, preferably by post or email. Please see contact information below.


Effects of a withdrawal
In the event of a withdrawal, XLN Audio will close down the Customer from further use of the Software via the XLN Online Installer and reimburse the purchase price paid by Customer for the Software with the exception of any supplementary costs of delivery imposed by the Customer's initial purchase of the Software. XLN Audio will reimburse Customer without undue delay and no later than fourteen (14) days after receipt of the Customer’s withdrawal message. 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

I (*insert Customer name) hereby give notice that I withdraw from my contract of sale of the following goods (*), ordered on (*).  

Name of Customer: ________     
Address of Customer:_________     
Date:______

_______

Send the form by post to:
XLN Audio AB
Årstaängsvägen 21C
117 43 Stockholm
Sweden

Or send the form by e-mail to: support@xlnaudio.com


§6 Intellectual Property Rights

(1) All intellectual property rights in and to the Software, the Webshop and otherwise relating to XLN Audio, including but not limited to copyright, patent, trademarks, designs and software remain vested in XLN Audio. The license for the Customer to use the purchased Software 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 Software on up to, but not exceeding, two (2) instances of Customer OS at any given time for each category of Software.
  • 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, including but not limited to as set forth in paragraph 9(2) (third party material);
  • 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 paragraph 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 (i.e. a separate purchase).

(7) As between the Customer and XLN Audio, the Customer owns the Created Music Work and retains the right to use and exploit the Created Music Work for any purposes. However, the Customer acknowledges and agrees that in order for XLN Audio to provide, develop and enhance the Software and its services, XLN Audio requires a limited license to use the Created Music Work solely to (i) synchronize via cloud services any content recorded by the Customer on XLN Audio account-connected devices and (ii) train and improve its machine learning models (in both cases including but not limited to making copies and transmissions for said limited purposes). For the aforesaid purposes only, the Customer grants to XLN Audio the following license:

  • a) a non-exclusive, irrevocable, free-of-charge, worldwide, perpetual, transferable, sublicensable license to access, analyze, copy, store, modify, the Created Music Work;
  • b) to the extent applicable and permittable under applicable law, you waive any so-called “moral rights” in relation to the license in paragraph 6(7) a) above;
  • c) for the avoidance of doubt, paragraph 6(7) a) and b) above shall apply also to Created Music Work created by the Customer during the Trial Period, regardless of whether the Customer exercises its right to withdraw in accordance with paragraph 5 above.


§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 or be defective in any other way (as defined in the Swedish Sale of Goods Act (1990:931) or Consumer Sales Act (2022:260), as applicable), the Customer has a right to request that XLN Audio remedies such defect. XLN Audio will remedy using applicable methods, should it be repairing, replacing, updating or upgrading of the Software. If you are a consumer, the foregoing right ceases three (3) years after delivery of the Software. If you are a business, the right ceases two (2) years after delivery of the Software. However, a claim must always be submitted without undue delay (or within one (1) month if you are a business) from when the Customer discovered, or should have discovered, the defect. XLN Audio accepts no responsibility for the Software aside from the Product Description and other defects. Please refer to paragraph 11 (Contact Information) on how to get in touch with us.

(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. XLN Audio makes no warranties in relation to Created Music Work nor the use thereof by the Customer or any third party.

(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 of these Terms;
  • 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) The amount to which the Customer may be entitled shall in no event exceed the price paid by the Customer for the relevant Software.

(3) Except in cases of paragraph 8(1) b) and) d), 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 paragraph 8(1). XLN Audio is in no way liable for any quality descriptions provided by others, i.e. customer ratings.

(5) Unless otherwise stated herein, the right to invoke a claim against XLN Audio ceases two (2) years after their occurrence. However, any claim must always be invoked within one (1) month from their occurrence. The above limitation of liability also applies to personal liability of our employees, representatives and agents.

(6) If you are a consumer, this paragraph 8 shall not in any way limit your rights under any applicable mandatory consumer protection laws and regulations.


§9 Customer's obligations

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

(2) In relation to third party material, the following shall apply:

  • a) when creating, reproducing and making available the Created Music Work the Customer shall not include third party intellectual property (such as copyright protected material, e.g. music made available on streaming platforms or by way of downloads, CDs etc.), other third party rights (e.g. rights of privacy) and/or unlawful material unless the Customer has obtained permission from the relevant rightsholder(s) or is otherwise legally entitled to include such property (for instance, pursuant to any copyright exceptions under applicable law);
  • b) the Customer is legally responsible for any material included in the Created Music Work, including any samples created by the Customer when using the Software;
  • c) the Customer shall indemnify and hold XLN Audio, its licensees and assigns harmless from all damages, liabilities and costs resulting from third party claims of infringement or violation of intellectual property rights or other rights of any third party, provided that if you are a consumer this paragraph 9(2) c) shall not in any way limit your protection under any applicable mandatory consumer protection laws and regulations; and
  • d) if XLN Audio receives a third party claim of infringement in relation to any Created Music Work or otherwise resulting from the Customer’s use of the Software, the Customer shall immediately, upon XLN Audio’s request, remove any copies of such Created Music Work from the Customer OS, the Customer’s devices and any other locations where such copies exist, and cease and desist from any such use, including any making available of such Created Music Work. In addition, XLN Audio reserves the right to remove Created Music Work and other material created by the Customer in connection with the use of the Software, if XLN Audio determines or reasonably suspects that the Customer violates any provision of these Terms.

(3) 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.

(4) 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).

(5) 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 paragraph 9(1), (2) or (3). In no event is the Customer entitled to compensation due to suspension.

(6) 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.

(7) XLN Audio reserves the right to impose limitations on the volume of Customer cloud storage as deemed necessary.


§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 Assignment

(1) XLN Audio may assign the agreement between you and XLN Audio, including these Terms, and any of XLN Audio’s rights and obligations hereunder, in whole or in part, to any third party. You may not assign the agreement, in whole or in part, nor transfer or sub-license your rights hereunder to any third party, except as explicitly set forth in these Terms.


§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. If you are a consumer and have your habitual residence in the EU, you additionally enjoy the protection afforded to you by mandatory provisions of the law of your country of residence.

(2) If you are a consumer, any dispute, controversy or claim arising out of or in connection with these Terms or the contractual relationship with XLN Audio, shall be settled by district court and we both agree to submit to the non-exclusive jurisdiction of the courts of Stockholm, Sweden, which means that you may bring a claim to enforce your consumer protection rights in connection with these Terms in Sweden or in the EU country in which you reside. Furthermore, as a consumer you may use the alternative dispute resolution process provided by the Swedish General Complaints Board (Sw. Allmänna reklamationsnämnden), Box 174, 101 23 Stockholm, Sweden, https://www.arn.se. Furthermore, the European Commission provides for an online dispute resolution platform, which you can access here: https://ec.europa.eu/consumers/odr.

(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

XLN Audio may from time to time, on its own discretion, modify these Terms, the Production Description or any additional terms that apply to the Webshop or the Software. You will be notified regarding any modifications to these Terms by email or through our Website. Changes will not apply retroactively and will become effective immediately after they are posted to our Website, unless otherwise required by mandatory law.