End User Licence Agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE

This document is an End User Licence Agreement (the “Licence”), which is a legal agreement between you (Licensee, you, your) and Focusrite plc, of Artisan, Hillbottom Road, High Wycombe, Buckinghamshire, England, HP12 4HJ (Licensor, we, our, us) 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 limited, non-exclusive, non-transferable licence to use and copy the Software and the Documentation for use on your computer system or file server for local use within your network. This network must be owned, leased and/or controlled by you.

 

1.2.          You may transfer the Software from one computer to another over your network but may not copy it to additional sites outside your network or make additional copies for use on other networks or sites. All products included within the respective edition of the Software are part of the same Licence granted by us and can only be used as a single bundle on one computer at a time. You may make one backup copy of the Software.

 

1.3.          You may use any Documentation in support of the use permitted under this Licence and make up to one copy of the Documentation as it is reasonably necessary for its lawful use.

 

  1. LICENSEE'S UNDERTAKINGS

 

2.1.          You shall not use the Software or Documentation in any unlawful manner, for any unlawful purpose or in a manner inconsistent with this Licence;

 

2.2.          You shall not infringe our intellectual property rights or those of any third party in relation to your use of the Software or the Documentation;

 

2.3.          Except as expressly set out in this Licence or as permitted by any local law, you undertake:

  1. not to copy the Software or Documentation except as expressly authorised in this Licence, or 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;
  2. 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;
  3. not to translate, disassemble, de-compile, reverse engineer, the Software, 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;

  1. 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;
  2. to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form;
  3. 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;
  4. to comply with all applicable technology control or export laws and regulations.

 

  1. 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 or its affiliated companies, 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 the Software and the Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

 

3.3.          You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

 

3.4.          Trademarks contained in the Software and the Documentation are owned by the Licensor’s or its affiliated companies. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You shall not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Documentation. This Licence does not authorize you to use our or our licensors' names or any of their respective trademarks.

 

3.5.          You agree that if you provide us with any feedback, suggestions or other information about the Software or Documentation, including, without limitation, any suggestions for improvements or modifications (collectively “Feedback”), that you hereby grant to us a perpetual, worldwide, irrevocable, royalty-free, fully paid-up, non-exclusive licence and right to use such Feedback, in whole or in part, in any way we deem appropriate and without attribution to you, including a licence under any intellectual property rights in and to such Feedback. Without limiting the foregoing, you also hereby grant us a licence under all intellectual property rights in and to the Feedback to (i) make, have made, develop, use, sell or lease, offer for sale or lease, and import any product or service, and (ii) copy, create derivative works of, publish, distribute, perform and publicly display such Feedback in whole or in part. Nothing in this clause requires us to use any Feedback or to exercise any rights that you have licenced herein. The licence granted in this clause is fully transferable by us to any third party and sublicensable by us to multiple tiers of sublicensees, without any payment, attribution or other remuneration to you.

 

3.6.          The integrity of this Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software 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.

 

  1. WARRANTY

 

4.1.          The Licensor warrants that:

  1. the Software will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation;
  2. the Documentation correctly describes the operation of the Software in all material respects for a period of 90 days from the date of installation of the Software (Warranty Period).

 

4.2.          If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

 

4.3.          The warranty does not apply:

  1. if the defect or fault in the Software results from you having altered or modified the Software;
  2. if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence;

 

4.4.          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.

 

4.5.          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.

 

  1. 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:

  1. loss of income;
  2. loss of business profits or contracts;
  3. business interruption;
  4. loss of the use of money or anticipated savings;
  5. loss of information;
  6. loss of opportunity, goodwill or reputation;
  7. loss of, damage to or corruption of data; or
  8. any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

 

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 fee paid by you as 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.

 

  1. 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.

 

6.2.          You may terminate this Licence at any time by destroying the Software together with all copies in any form.

 

6.3.          Upon termination for any reason:

  1. all rights granted to you under this Licence shall cease;
  2. you must cease all activities authorised by this Licence; and
  3. 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.

 

  1. 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 at customer.service@focusrite.com.

 

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.

 

  1. PRIVACY NOTICE

 

8.1.          Our Privacy Policy is available at https://www.iubenda.com/privacy-policy/29650626/legal.

 

8.2.          Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

 

  1. 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 rent, lease, sublicense, loan the Software on a temporary or permanent basis.

 

9.3.          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.

 

9.4.          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.

 

9.5.          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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. DISPUTES

 

13.1.       We will try to resolve any disputes with you quickly and efficiently.

 

13.2.       If you are unhappy with:

  1. the digital content;
  2. our service to you; or
  3. any other matter,

please contact us as soon as possible.

13.3.       If you and we cannot resolve a dispute using our internal complaint handling procedure, we will let you know that we cannot settle the dispute with you.

 

  1. LAW AND JURISDICTION

 

14.1.      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.

 

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