IMPORTANT NOTICE: PLEASE READ CAREFULLY
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Focusrite Audio Engineering Limited, of Artisan, Hillbottom Road, High Wycombe, Buckinghamshire, England, HP12 4HJ (Licensor or we) for this software product (Software), which includes the computer software, the data supplied with the Software, the associated media, the printed materials and electronic documentation (Documentation).
We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
BY ACCESSING AND USING THE SOFTWARE AND DOCUMENTATION YOU CONFIRM THAT YOU ACCEPT THE TERMS OF THIS LICENCE AND THAT YOU AGREE TO COMPLY WITH THEM.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SOFTWARE OR THE DOCUMENTATION.
WE RECOMMEND THAT YOU PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
1.2 You may:
- a. install and use the Software for your private or educational purposes only;
- b. make up to 1 copy of the Software for back-up purposes only, provided that this is necessary for the activities permitted by condition 2.1;
- c. receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time; and,
- d. use any Documentation in support of the use permitted under this Licence and make up to 1 copy of the Documentation as it is reasonably necessary for its lawful use.
- 2. LICENSEE'S UNDERTAKINGS
2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- a. not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
- b. not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify , the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
- c. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
i. is used only for the purpose of achieving inter-operability of the Software with another software program;
ii. is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
iii. is not used to create any software which is substantially similar to the Software;
- d. to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
- e. to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form;
- f. not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Licensor;
- g. to comply with all applicable technology control or export laws and regulations.
- 3. INTELLECTUAL PROPERTY RIGHTS
3.1. You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
3.2. You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
3.3. The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
- 4. WARRANTY
4.1. The Licensor warrants that:
a. the medium on which the Software is stored and distributed is (at the time it is supplied), and will be for the period of 90 days after that time (Warranty Period), free from defects in design, material and workmanship under normal use. If a defect in the medium occurs during the Warranty Period, the Licensor will replace it free of charge if you return it to the Licensor with proof of purchase and (so far as you are able) a documented example of such defect or error;
b. during the Warranty Period, the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation, and the Documentation correctly describes the operation of the Software in all material respects;
4.2. You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
4.3. You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
4.4. If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair or replace the Software, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
4.5. The Licensor's obligation under condition 4.4 is subject to compliance by you with the terms of this Licence.
- 5. LICENSOR'S LIABILITY
5.1. Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
5.2. Subject to condition 5.1 the Licensor shall not be liable under or in connection with this Licence or any collateral contract for:
a. loss of income;
b. loss of business profits or contracts;
c. business interruption;
d. loss of the use of money or anticipated savings;
e. loss of information;
f. loss of opportunity, goodwill or reputation;
g. loss of, damage to or corruption of data; or
h. any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
provided that this condition 5.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 4 or any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this condition 5.2.
5.3. Subject to condition 5.1 and condition 5.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the Licence Fee.
5.4. Subject to conditions 5.1, 5.2 and 5.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
5.5. This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
- 6. TERMINATION
6.1. The Licensor may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
6.2. Upon termination for any reason:
a. all rights granted to you under this Licence shall cease;
b. you must cease all activities authorised by this Licence;
c. you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
d. you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
- 7. COMMUNICATIONS
7.1. If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email or by pre-paid post to Focusrite Audio Engineering Limited at customer.service@focusrite.com. We will confirm receipt of this by contacting you in writing, normally by email.
7.2. If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.
- 8. PRIVACY NOTICE
8.1. Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://www.iubenda.com/privacy-policy/29650626/legal and it is important that you read that information.
- 9. TRANSFER OF RIGHTS AND OBLIGATIONS
9.1. This Licence is binding on you and us and on our respective successors and assigns.
9.2. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
9.3. The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.
9.4. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- 10. WAIVER
10.1. If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
10.2. A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
10.3. No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
- 11. SEVERABILITY
11.1. If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
- 12. ENTIRE AGREEMENT
12.1. This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.2. We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
12.3. The Licensor may change the terms of this Licence from time to time. Every time you wish to make a new use of the Software, please check these terms to ensure you understand the terms that apply at that time.
- 13. LAW AND JURISDICTION
This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.