End User License Agreement for Venn Audio Software
Please read this End User License Agreement (“EULA”) before You purchase a License for the Software, download and/or use the Software.
By purchasing a License and/or downloading and using the Software, You agree, without reservation, to be bound by the terms of this EULA. If You do not agree with the terms of this EULA, please do not purchase a License and/or download and use the Software.
If You accept the terms and conditions in this EULA on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in this EULA on behalf of such company or other legal entity, and to legally bind such company or other legal entity.
You may not accept this EULA if You are not of legal age to form a binding contract with Venn Audio.
In this EULA the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:
- “Activate” turning the Trial version into the Full version of the same application with the License provided by Venn Audio;
- “Venn Audio” a collaborative partnership, based in Brighton, United Kingdom and bound by the laws of England and Wales;
- “Documentation” the detailed information about the Software, its features and the system requirements as made available on the website of Venn Audio, as amended from time to time;
- “License” a unique License file provided by Venn Audio, which enables You to activate the Trial version or Full version for the Software and to subsequently use the Software during the applicable license term;
- “Full version” the license for the Software for the term specified on the webpage of the store where You purchase the license, or in any applicable agreement concerning the purchase of the license (as stand-alone product or as part of a subscription) to Use the Software;
- “Open Source Software” any software that requires as a condition of use, copying, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form, and (b) be licensed for the purpose of making and/or distributing derivative works, and (c) be redistributable at no charge;
- “Software” any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by Venn Audio, including any Updates;
- “Trial version” the license for the Software, limited in some way for the sole purpose of testing and evaluating the Software;
- “Updates” any modified versions and updates of, and additions to the Software (excluding upgrades of the Software);
- “Use” the access, download, install, copy or get benefit from using the Software in accordance with the documentation;
- “You” you, the final and ultimate user of the Software or the authorized representative of a company or other legal entity that will be the final and ultimate user of the Software, and the company or other legal entity that will be the final and ultimate user of the Software, if applicable.
This EULA applies to any licenses granted to You by Venn Audio for the use of the Software.
By purchasing a License for the Software and/or downloading and using the Software, You enter into this EULA with Venn Audio.
This EULA may be modified from time to time. Venn Audio will notify you of such modifications on its website or otherwise, e.g. by using the email address used for the provision of the License.
Venn Audio grants You a non-exclusive, non-transferable, limited, revocable license to Use the Software in accordance with this EULA. Venn Audio reserves all rights not expressly granted to You. Venn Audio is and remains the owner of any intellectual property rights with respect to the Software. You shall not acquire any ownership to the Software as result of Your purchase of the License or Your Use of the Software.
Permitted use and restrictions
In order to be able to install the Software and receive Updates and upgrades, Your computer shall meet the system requirements published on the web site of Venn Audio. You may Use the Software on the number of computers limited by the license activation procedure. More activations will be available upon purchase of more licenses. If You attempt to exceed the limit, Venn Audio may block/revoke the License. You shall Use the Full version or Trial version in accordance with applicable laws and shall not: Rent, lease, lend, sell, redistribute, sub-license or otherwise commercially exploit the License, the Full version or the Trial version; assign the License, the Full version or the Trial version without prior written approval of Venn Audio; Use the Full version or Trial version for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity; delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Software; or copy (except as otherwise provided in this EULA), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Software and the License or any parts thereof, except to the extent permitted by applicable law. Venn Audio may modify the Software at any time at its sole discretion and without notice to You, for example to comply with applicable law or a court order, to avoid a third party infringement claim or to provide Updates and upgrades. Certain components of the Software are Open Source Software and licensed under the terms of the applicable license(s) of the Open Source Software. Details of which can be found on via the Venn Audio web site.
Maintenance and support
Venn Audio will publish any available Updates and upgrades on their web site. You may need to pay an additional fee in order to be able to download/activate an upgrade. Any maintenance and support provided by Venn Audio, including the provision of Updates and upgrades, will be provided in an adequate way on an “as is” basis without any warranty, as soon as reasonably practicable, subject to availability of personnel.
Use of data
You Use the Software at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You. The Software and accompanying documentation are provided on an “as is” and “as available” basis without warranty – express or implied- of any kind, and Venn Audio specifically disclaims the warranty of fitness for a particular purpose. No oral or written advice given by Venn Audio, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and You may not rely upon such information or advice.
The liability of Venn Audio and any third party that has been involved in the creation, production, or delivery of the Software for all damages arising out of or in any way relating to the License version, the Trial version, the License, the Software and/or this EULA shall in no event exceed the total amount of $99 USD. Venn Audio and any third party that has been involved in the creation, production, or delivery of the Software are under no circumstances liable for consequential or indirect damages (including damage for loss of profit, business interruption, loss of data, and the like arising out of the use or inability to use the Software). The limitations of liability referred to in clause 7.1 and 7.2 shall not apply in the event that: (i) any negligence on the part of Venn Audio leads to death or physical injury or (ii) damages arise from the intent, willful misconduct or gross negligence of Venn Audio or the management of Venn Audio.
This EULA will continue to be in force until the expiry or termination of the Full version or Trial version. The Full version or Trial version will terminate automatically at the end of the applicable license term, unless renewed or Activated prior to the end of the applicable license term. Venn Audio is entitled to terminate the Full version or Trial version by blocking the License during the license term with immediate effect and without prior notice in the event You fail to comply with the terms in this EULA, in the event You fail to pay Your (subscription) fee for the License within the applicable payment term, or in the event Venn Audio is required to do so by law or an order of an applicable court. Upon termination of the Full version or Trial version, You shall cease all use of the Software and shall destroy all copies thereof. You acknowledge that the provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA.
Governing law and disputes
This EULA shall be governed by and construed in accordance with the laws of England and Wales, excluding its conflicts of law rules. Any dispute between Venn Audio and You shall exclusively be submitted to the competent court in the United Kingdom.