END USER LICENSE AGREEMENT For MidiPhrase

IMPORTANT:  This MidiPhrase End User License Agreement ("EULA") is a legal agreement between you and Niu plusplus .  READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THIS SOFTWARE.  It provides a license to use this software and contains warranty and liability disclaimers.  BY DOWNLOADING OR INSTALLING THE SOFTWARE YOU ARE INDICATING YOUR FULL AND VOLUNTARY ASSENT TO THE TERMS OF THIS LICENSE.  If you do not agree to all of the following terms, do not download or install the software or discontinue use immediately and destroy all copies on your computer. 

1. License Grants and Purchase:

1.1 Trial License Agreement: You may use the software ("Trial Period") by launching the plugin after installation and waiting for 10 seconds. During the Trial Period, Niu plusplus grants you a limited, non-exclusive, non-commercial, and non-transferable license to copy and use the software solely for evaluation purposes. The trial version of the software has full functionality.

1.2 License After Trial Period. If you intend to use this software in production or commercial processes, you are required to purchase a commercial license.
    a) A commercial license currently is $129 USD.

1.3  To Purchase License.  To purchase one of the licenses specified above, visit https://www.kvraudio.com/ or our web site at http://www.niuplusplus.com and follow the links.

1.4 Niu plusplus does not support the transfer of commercial licenses.

1.5  Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use the Software on one (1) computer any given time.  This License is not a sale of the Software or any other copy.  Niu plusplus retains title and ownership of the Software and documentation, including all intellectual property rights.  No title to the intellectual property in the Software is transferred to you.  You will not acquire any rights to the Software except as expressly set forth herein.

1.6  Said purchased license shall apply to the current version of MidiPhrase and any future versions of MidiPhrase。

1.7  Niu plusplus reserves the right within its sole discretion to modify the terms of its license for all future versions of MidiPhrase.

2.  End User Support:  At Niu plusplus’ discretion, Niu plusplus may provide limited support through email or website at http://www.niuplusplus.com.

3.  License Restrictions:

3.1  You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. 

3.2  You may not sell, rent, lease, sublicense, transfer, resell for profit or otherwise distribute the Software, its documentation, or any part thereof. 

3.3  You may not modify the Software or create derivative works based upon the Software. 

3.4  You may not remove or obscure any copyright and trademark notices relating to the Software. 

4.  Ownership and Intellectual Property Rights:   This Agreement gives you limited rights to use the Software.  Niu plusplus retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights.  All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Niu plusplus.  The structure, organization and code of the Software are valuable trade secrets and confidential information of Niu plusplus. 

5.  Disclaimer of Warranties: Niu plusplus does not warrant that the Software is error free.  Niu plusplus offers the Software “as is” and “with all faults” and by using the Software, you accept it “as is” and “with all faults”.  Niu plusplus disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.  Should the Software prove defective, you assume the entire cost of all necessary servicing, repair or correction.  Some jurisdictions may not allow the exclusion of implied warranties, so the above disclaimers may not apply to you.

6.  No Refund:  Because the Software is provided free of charge during the Trial Period to allow potential customers to evaluate and test it before paying the license fee, Niu plusplus enforces a strict no-refund policy.  Please evaluate and test the Software carefully during the Trial Period.  Once you pay the license fee, your payment is final and may not be reimbursed. 

7.  Limitations on Liability:  To the maximum extent permitted by applicable law, Niu plusplus shall not be liable for any special, incidental, indirect, or consequential damages whatsoever, (including, but not limited to, damages for loss of profits or loss of confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever), arising out of or in any way related to the use or inability to use the Software, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this EULA, even in event of fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Niu plusplus, and even if Niu plusplus has been advised of the possibility of such damages.  In any case, Niu plusplus’ entire liability under the provisions of this EULA or the applicable law shall be limited to the amount paid by you for the Software.  Some jurisdictions may not allow the exclusion of consequential damages, so the above limitations and exclusions may not apply to you.  This Agreement sets forth Niu plusplus’ entire liability and your exclusive remedy with respect to the Software.

8.  Termination of EULA:  This Agreement is effective until terminated.  This Agreement, including the license to use the Software, will terminate automatically if you fail to comply with any term or condition.

9.  General: 

9.1  Niu plusplus reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. 

9.2  If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.

9.3  Niu plusplus is an individual music plugin developer based in China.
This EULA will be governed by the laws of China, without regard to its conflict of laws principles.
You consent and submit to the personal jurisdiction of the courts of China and agree that disputes regarding a Product and this EULA may be heard within the courts of China. You waive any objection in the nature of inconvenient forum with respect to such actions brought in the courts of China. In the event this EULA is translated into any other language, the English version of this EULA shall control. Notwithstanding the foregoing, Niu plusplus shall be entitled to enforce and protect its rights under this EULA, in whole or in part, in any jurisdiction where you are located or in which Niu plusplus has sufficient nexus to bring a claim and, in the event of a claim, the laws of such jurisdiction shall govern such claim and you hereby waive any objection in the nature of inconvenient forum with respect to such claim.

9.4 You may not assign this Agreement. Any attempt by You to assign this Agreement will be null and void.

9.5  This Agreement contains the entire agreement between Niu plusplus and You related to the software and supersedes all prior agreements and understandings, whether oral or written. All questions concerning this Agreement shall be directed to grand3dma@gmail.com.

