Terms of Sale
These terms of sale (“Terms”) apply to all orders accepted by iZotope, Inc. (“iZotope”) for the sale of its Spire Studio hardware recording device and any accompanying accessories (collectively, “Products”). To the extent the hardware contains or consist of software in any form (“Firmware”), such Firmware is licensed to You, not sold, and only in accordance with the section entitled “Firmware License”, below. Terms such as “sell” and “purchase”, as used in these Terms, apply only to the extent the Products consist of items other than Firmware.
By placing an order through iZotope, You agree that You will pay the applicable price listed, as well as any shipping and handling charges and applicable taxes. You agree that Products purchased by You are for personal or gift use and not for commercial use, and are not authorized for resale.
iZotope can withdraw its sale of the Products at any time and for any reason. Prices listed for the Products are stated in U.S. dollars, and do not include any shipping and handling charges or applicable taxes, which charges and taxes will be communicated to You before You finally place an order, and You are responsible for paying such charges and taxes. You agree to indemnify and hold iZotope harmless from and against any liabilities, interest, penalties or fees assessed against iZotope arising from Your failure to pay any such taxes. All Product prices are subject to change at any time.
ACCEPTANCE AND FULFILLMENT
All orders are subject to acceptance by iZotope. After You place an order, You will receive an email from iZotope confirming that iZotope has received it. However, actual acceptance of Your order will occur upon Your receipt of another email from iZotope containing a shipping confirmation, tracking number and carrier information. If an order is on back order, we’ll send You an email indicating that this is the case, followed by another email when the Product in question is in stock and shipped, which will contain the information noted above. iZotope reserves the right not to accept Your order for any reason or no reason. iZotope reserves the right to restrict multiple quantities of a Product being shipped to any one customer or postal address.
SHIPPING AND DELIVERY
iZotope will pack the Products in accordance with its standard practices. You can choose the method of shipment and timing of delivery for Products ordered, and will be charged shipping and handling charges accordingly. Title to the Products (except to the extent that the Products consist of Firmware, as further detailed below) and risk of loss will pass to You upon iZotope’s delivery of the Products to its carrier. You acknowledge that all scheduled shipment dates are estimates only. iZotope will make reasonable efforts to meet the scheduled shipment dates, but in no event will iZotope be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
LIMITED WARRANTY AND RETURNs
For full details on the warranty terms and return process for the Products, please see spire.live/legal/returns-and-warranty.
You acknowledge that You have verified the compatibility of the Products You are purchasing with other required equipment (e.g., ensuring that Your mobile device and/or operating system is compatible with the Product). You are solely responsible for determining the compatibility of the Products with other equipment, and You accept that lack of compatibility is not a valid claim under iZotope’s limited warranty and return policy and does not otherwise constitute a basis for receiving any refund.
LIMITATIONS ON LIABILITY
IN NO EVENT WILL IZOTOPE BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT IZOTOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL IZOTOPE’S LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO IZOTOPE BY YOU FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You.
iZotope grants to You a nonexclusive, nontransferable license to use the Firmware, in executable form, solely as embedded in the Products, solely for Your internal, non-commercial use. You may not copy or modify the Firmware. You acknowledge that the Firmware contains the confidential information and/or trade secrets of iZotope or its licensors, and, in order to protect such confidential information and/or trade secrets, you agree not to disassemble, decompile or reverse engineer the Firmware nor permit any third party to do so, except to the extent such restrictions are prohibited by law. iZotope and its licensors reserve all rights and licenses in and to the Firmware not expressly granted to You under this Agreement.
The Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. Any disputes arising from these Terms shall be adjudicated in the courts of the City of Boston, Massachusetts. Both You and iZotope consent to venue and personal jurisdiction there. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. WE BOTH AGREE TO WAIVE OUR RIGHT TO A JURY TRIAL.
INFORMAL DISPUTE RESOLUTION
We want to address Your concerns without needing a formal legal case. Before filing a claim against iZotope, You agree to try to resolve the Dispute informally by contacting email@example.com. We'll try to resolve the Dispute informally by contacting You through email. If a dispute is not resolved within 15 days after submission, You or iZotope may bring a formal proceeding.
NO CLASS ACTIONS; LIMITATIONS ON CLAIMS
You may only resolve Disputes with iZotope on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Regardless of any statute or law to the contrary, You hereby agree that any claim or cause of action arising out of or related to Your use of the Products must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
You may not assign or transfer these Terms, or any order accepted by iZotope hereunder, in whole or in part, by operation of law or otherwise, without iZotope’s express prior written consent. Any attempt to do so, without iZotope’s consent, will be null and of no effect. iZotope may freely assign these Terms.
iZotope will not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
The failure by iZotope to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms constitute the complete and exclusive agreement between iZotope and You regarding its subject matter and supersedes all prior or contemporaneous quotations, agreements, communications or understandings, whether written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by duly authorized representatives of each party.
You will not export or re-export, directly or indirectly, the Products, or any technical information related thereto, or any direct products thereof, to any destination or person prohibited or restricted by the export control laws and regulations of the United States, without the prior authorization from the appropriate governmental authorities.
All notices required or permitted to be given under these Terms will be in writing and will be deemed given: (i) upon actual delivery, if made by personal service; (ii) three (3) days after mailing, if made by U.S. certified or registered mail; and (iii) one (1) business day after delivery to the courier or overnight delivery service, if made by courier or overnight delivery service. All notices will be addressed to such address as the party who is to receive the notice so designates by written notice to the other.