Notch - 10bit End-User License Agreement (”EULA”)

10bit End-User License Agreement (”EULA”)

Date of Last Revision: 25 November 2015

IMPORTANT NOTICE:

PLEASE READ THIS EULA CAREFULLY BEFORE USING OUR SOFTWARE, AS IT EXPLAINS HOW YOU ARE LICENSED TO USE THE SOFTWARE. IF YOU HAVE QUERIES CONCERNING THIS EULA YOU MAY CONTACT US HERE: info@notch.one.

THE PURCHASE, DOWNLOAD, INSTALLATION AND USE OF THE SOFTWARE, AND THE USE OF OUR WEBSITE ARE ALSO SUBJECT TO OUR PRIVACY AND COOKIE POLICY.

INTRODUCTION
1. The software, audio-visual content, accompanying documentation and any updates we supply to you or any licence key we supply to you to enable use of content provided by third parties which makes use of our software (together the “Software”) is produced by and the property of 10bit FX Limited, a company registered in England and Wales under company number 09727850 and with our registered office at 86-90 Paul Street, London, EC2A 4NE, UK (“10Bit”). 10Bit is referred to as “us”, “we”, and “our” in this EULA.
2. THE TERMS AND CONDITIONS BELOW SET OUT THE AGREEMENT BETWEEN YOU (“you”) AND US FOR THE PURCHASE, DOWNLOAD, INSTALLATION AND USE OF THE SOFTWARE (AND ANY IN-SOFTWARE PURCHASES) SO PLEASE READ THIS CAREFULLY.
3. BY PURCHASING, DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU ARE AGREEING TO BE BOUND BY AND BECOME A PARTY TO THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA YOU SHOULD NOT PURCHASE, DOWNLOAD OR USE THE SOFTWARE. IF YOU ARE PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE ON BEHALF OF ANY OTHER PARTY WHERE EXPRESSLY PERMITTED BY THIS EULA YOU CONFIRM THAT YOU HAVE AUTHORITY TO BIND THAT OTHER PARTY AND THAT YOU SHALL BE RESPONSIBLE FOR ENSURING THAT SUCH PARTY COMPLIES WITH THIS EULA. IF YOU PROVIDE THE SOFTWARE TO ANY THIRD PARTY AS EXPRESSLY PERMITTED BY THIS EULA YOU AGREE THAT YOU SHALL FIRST PROVIDE THEM WITH A COPY OF THIS EULA AND PROCURE THAT THEY COMPLY WITH ITS TERMS.
YOUR USE OF THE SOFTWARE
1. By downloading and installing the Software, you confirm that you are either over 18 years of age, or if you are under 18 years old, that you are 13 years of age and older and you have obtained your parent or guardian’s consent to download, install and use the Software subject to this EULA which they have read.
SYSTEM REQUIREMENTS
1. The performance of our Software is significantly dependent on the hardware and technical environment that the Software operates in. As such, your system should be in good working order and meet the required operating specifications as notified from time to time including through our website.
2. Your use of the Software may be subject to your purchase and use of a CodeMeter dongle and a licence key for use with that dongle. You should therefore keep your dongle and licence key safe, as we shall not be responsible if you are unable to use the Software because your dongle or licence key are damaged or lost.
SUPPORT
1. We shall provide support in accordance with our Maintenance & Support Policy, which can be found here.
LICENCE
1. Subject to your payment of all fees due to us, we grant you a personal, non-sublicensable (should you wish to sublicense the Software to your clients please contact us to request our prior written permission), non-transferrable, and non-exclusive licence to use the Software for the purposes described in clause 5.2 for a period of one month (or such other period as is agreed between us and you in writing) commencing on the date upon which you first use the Software, unless terminated earlier in accordance with this EULA.
2. In relation to scope of use:
  - for the purposes of clause 5.1, use of the Software shall be restricted to use of the Software in object code form for your normal business purposes (which shall not include allowing the use of the Software by, or for the benefit of, any person other than you or your employees) or for the purpose made known to us at the time of purchase. For the avoidance of doubt, such use excludes renting, leasing or lending the Software or using it for the purpose of training any third party,
  - you shall ensure that the number of persons using the Software does not exceed the number expressly permitted by the licences purchased by you;
  - “use of the Software” means loading the Software into temporary memory or permanent storage on a single computer, provided that installation on a network server for distribution to other computers is not “use” if the Software is licensed under this licence for use on each computer to which the Software is distributed.
  - except as expressly stated in this clause 5, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by you.

AUDIT
1. During your licence of our Software, and up to one year after termination or expiry of this EULA, we may require to audit (electronic or otherwise) of your records, systems and facilities, including machine IDs, serial numbers and related information, to verify that your use of the Software is in conformance with this EULA.
2. You agree that we have the right to require an audit and that as part of any such audit a 10Bit representative will have the right to conduct an audit outlined in section 1 on giving you thirty (30) days’ prior notice. You will provide full cooperation to enable us to conduct any such audit.
3. If we determine that your use of the Software is not in conformity with the EULA, you will obtain immediately and pay for valid license(s) to bring your use of the Software into compliance with this EULA and other applicable terms and pay the reasonable costs of the audit. In addition to such payment rights, we reserve the right to seek any other remedies available at law or in equity, whether under this EULA or otherwise.
CONSEQUENCES OF TERMINATION
1. Any provision of this EULA that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
2. Termination or expiry of this EULA shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
3. On termination or expiry for any reason:
  - all rights granted to you under this EULA shall cease;
  - you shall cease all activities authorised by this EULA; and
  - you shall immediately destroy or return to us all copies of the Software then in your possession, custody or control.

INTELLECTUAL PROPERTY
1. “Intellectual Property Rights” means all intellectual property rights, including (without limitation) patents, supplementary protection certificates, petty patents, utility models, Trade Marks, database rights, rights in designs, copyrights, moral rights and topography rights, whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions.
2. You acknowledge that all Intellectual Property Rights in the Software belong and shall belong to us or the relevant third-party owners (as the case may be), and you shall have no rights in or to the Software other than the right to use it in accordance with the terms of this EULA.
3. If any claim or action is brought against you alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this EULA infringes the Intellectual Property Rights of a third party (Claim), or if, in our reasonable opinion a Claim is likely to be made against you, we may at our sole option and expense:
  - procure for you the right to continue to use the Software (or any part thereof) in accordance with the terms of this EULA;
  - modify the Software so that it ceases to be infringing;
  - replace the Software with non-infringing software; or
  - terminate this EULA immediately by notice in writing to you and refund any of the fees paid by you to us as at the date of termination (less a reasonable sum in respect of your use of the Software to the date of termination) on return of the Software and all copies thereof,
4. This clause 8 constitutes your exclusive remedy and our only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 5.
OUR LIMITATIONS OF LIABILITY
1. The SOTWARE is provided ‘AS IS’ and on an ‘AS AVAILABLE’ basis without any representation, endorsement or warranty of any kind, including but not limited to implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and/or accuracy.
2. We do not guarantee that the SOFTWARE will be (i) free of errors, viruses or bugs or other defects; or (ii) that the SOFTWARE or any information displayed or distributed through the SOFTWARE or in the Documentation will be accurate or complete; or (iii) that any defects in the SOFTWARE will be corrected; OR (IV) THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED.
3. You acknowledge that USE OF THE SOFTWARE OR reliance on any such information shall be at your sole risk.
4. NOTHING IN THIS EULA SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR FRAUDULENT MISREPRESENTATIONS OR FOR DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR THAT OF OUR EMPLOYEES OR AGENTS OR FOR BREACH OF THE OBLIGATIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982 OR ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
5. TO THE FULLEST EXTENT PERMISSABLE BY LAW, INCLUDING IN YOUR LOCAL JURISDICTION, WE EXCLUDE ALL OTHER LIABILITY FOR ANY LOSS OR DAMAGE, INCLUDING ANY LIABILTY OR DAMAGE TO ANY DEVICE OR COMPUTER SYSTEM.
6. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY IN RESPECT OF ANY CLAIMS MADE IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE SOFTWARE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE) FOR DIRECT LOSSES WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO US IN RESPECT OF YOUR USE OF THE SOFTWARE IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE DATE UPON WHICH THE CAUSE OF ACTION AROSE.
NO WAIVER
1. No waiver by us of any failure by you to comply with or perform a provision of this EULA shall constitute a waiver of any preceding or succeeding failure.
ASSIGNMENT
1. This EULA is personal to you. You may not assign, sub-license, transfer or dispose of your rights or obligations under this agreement.
CHANGES TO THIS EULA
1. We may change this EULA for any legal, regulatory or security reasons, or for any other reason we decide. We will notify you of any changes and you will be required to accept the changes to continue to use the Software.
SEVERANCE
1. If any provisions of this EULA are held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
GOVERNING LAW AND JURISDICTION
1. Subject to your local consumer laws, in the event of any dispute between you and us regarding this EULA and/or your use of the Software, the laws of England and Wales will apply. You agree that in the event that we are unable to settle any dispute with you informally, then any court or arbitration proceedings shall be held in England only.