JUCE 4 End User License Agreement

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Raw Material Software Limited (Licensor, us or we) for the JUCE 4 software and the associated media and, save where expressly specified through subsequent licence terms notified to you in writing, any and all derivatives of and updates thereto (although not New Releases) supplied by us to you from the date of your installation of the software (the Software). Where you utilise the Software under the free licence plan this licence follows the GNU General Public Licence v3.0. Otherwise, the licence terms are as set out below.

We do not sell the Software to you. The Software is licensed to you and we remain the owners of the Software at all times. If you are accepting the terms of this Licence on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Licence and, in such event, “you” and “Licensee” will refer to that company or other legal entity.

IMPORTANT NOTICE TO ALL USERS:

• BY CLICKING ON THE "ACCEPT" BUTTON BELOW, OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU.
• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE INSTALLATION OR DOWNLOAD PROCESS OR CEASER USE OF THE SOFTWARE.

You should print a copy of this Licence for future reference.

1. Definitions
   1. The definitions and rules of interpretation in this clause apply in this Licence:
   2. Fee: the licence fee payable by you to us for use of the Software as detailed further in clause 4 and on the Website.
   3. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
   4. Licensee Content: Any content created by the Licensee which incorporates the Software.
   5. New Releases: any new version of the Software which from time to time is publicly marketed and offered for purchase by us in the course of our normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
   6. Website: The Licensor website juce.com as amended from time to time.
2. Grant and scope of licence
   1. In consideration of your payment of the Fee and 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 on the terms of this Licence.
   2. You may:
      1. install and use the Software for your internal business purposes (save where you have purchased an education licence) on one central processing unit (CPU) per single developer (save where use of the Software is in accordance with clause 2.2 (b)) to enable the development of Licensee Content;
      2. install and use the Software on multiple CPUs where use of the Software is on build automation servers;
      3. develop and modify the Software as closed-source to enable the development of Licensee Content;
      4. sell, distribute and otherwise dispose of the Software in Licensee Content on a closed source, royalty free basis and on terms that are no less protective of the Licensor than the terms of this Licence;
      5. grant sub-licences for the Software to third parties to whom you have sold or licensed Licensee Content so that those third parties may use or distribute the Licensee Content on terms that are no less protective of the Licensor than the terms of this Licence;
      6. provided it is used on only one computer at any one time by a single developer, transfer the Software from one computer to another; and
      7. provided you comply with the provisions in clause 2, make a single copy of the Software for back-up purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software.
   3. Where you have purchased an educational Licence, your Licence to use the Software and distribute the Software on a closed source basis in Licensee Content is limited to educational, non-commercial purposes.
   4. If you are using a trial version of the Software, you may install and use the Software on one CPU only and you may not publish or distribute any Licensee Content.
3. RestrictionsExcept as expressly set out in this Licence or as permitted by any local law, you undertake:
   1. not, in whole or in part, to copy the Software except where such copying is incidental to normal use of the Software;
   2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
   3. not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
   4. not to make the functionality of the Software available to multiple users or third parties through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services;
   5. not to do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that the Software or other software combined or distributed with the Software be:
      1. disclosed or distributed in source code form;
      2. licensed for the purpose of making derivative works; or
      3. redistributable at no charge.
   6. 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 section 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:
      1. is used only for the purpose of achieving inter-operability of the Software with another software program;
      2. 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
      3. is not used to create any software which is substantially similar to the Software;
   7. 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;
   8. to comply with all applicable technology control or export laws and regulations.
   9. to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
   10. not to charge or otherwise deal in the Software or any part or interest therein except as expressly provided herein;
   11. not to use the Software for any illegal or immoral purposes;
   12. not otherwise use, copy, transfer or distribute the Software or part of it, except as expressly permitted by this Licence, in any manner which is inconsistent with this Licence.
4. Fee
   1. Where you have purchased a subscription Licence you agree to pay the subscription fee from the first day of the first full calendar month after the grant of the Licence and thereafter on the first day of each month for a minimum period of 12 months (Initial Period) .
   2. The subscription fee shall be the fee as notified to you on the Website at the time you purchase the subscription Licence.
   3. Following expiry of the Initial Period, we reserve the right to modify the subscription terms, including the subscription fee, at any time.
   4. Where you have purchased a perpetual licence you agree to pay the fee as notified to you on the website at the time you purchase the Licence.
   5. Where you have purchased an educational licence the fee shall be the fee as notified to you on the Website at the time you purchase the Licence and shall be payable for each academic year from the first day of the first full calendar month after the grant of the Licence and thereafter on the anniversary of that initial payment date.
   6. All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which you shall be responsible.
5. Support
   1. We shall have no obligation to provide support and maintenance services to you. You may participate in our online support forum in accordance with our forum policies in place from time to time.
   2. Further support and maintenance services may be offered at our sole discretion. You acknowledge and agree that we have no obligation under this Licence to provide patches, updates or New Releases of the Software.
6. Intellectual property rights
   1. You acknowledge that all Intellectual Property Rights in the Software and all copies thereof throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use it in accordance with the terms of this Licence.
   2. You shall own all modifications to the Software, and all Intellectual Property Rights therein, created and incorporated in Licensee Content, subject to our continuing ownership of the Software and all associated Intellectual Property Rights in the Software.
   3. You will not delete or in any manner alter any of our copyright, trademark or other proprietary rights notices or markings appearing on or in the Software
7. Limited warranty
   1. The Software is provided “as is” without warranty of any kind. All other conditions, warranties or other terms which might have effect or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
   2. We do not warrant that your use of the Software or Licensee Content will be uninterrupted or error free.
   3. 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 meet your requirements.
8. Limitation of liability
   1. Neither the Licensor nor its parent company, subsidiaries or employees shall in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Licence for any indirect, consequential or special loss or damage, including but not limited to, for:
      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. loss or corruption of data or information;
      5. loss of business opportunity, goodwill or reputation;
      6. any indirect or consequential loss or damage; or
      7. any computer failure or malfunction, corruption to or loss of data or files, or any and all other commercial damage or loss.
   2. Nothing in this Licence shall limit or exclude our liability for:
      1. death or personal injury resulting from our negligence;
      2. fraud or fraudulent misrepresentation;
      3. any other liability that cannot be excluded or limited by English law.
   3. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us.Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
   4. Subject to clause 8.1 and 8.2, our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the Fee paid by you.
   5. You agree to indemnify, defend and hold us and our licensors, partners, affiliates, contractors, officers, directors, employees and agents harmless from any claims, costs and expenses (including legal expenses) arising directly or indirectly from the Licensee Content or your use, handling or operation of the Software otherwise than in accordance with this Licence.
   6. This clause 8 shall survive and shall not be rendered ineffective by the termination or expiry of this Licence for whatever reason.
9. Term and Termination
   1. Where you have purchased a perpetual Licence this Licence shall remain in effect for the full period of copyright in the Software unless terminated by us in advance in accordance with this Licence.
   2. Where you have purchased an educational Licence this Licence shall remain in effect for an academic year expiring on the anniversary of the date of grant of the Licence and shall renew automatically subject to payment of the Fee.
   3. Where you have purchased a subscription Licence this Licence shall remain in effect for the Initial Period and shall renew automatically on a monthly basis following expiry of the Initial Period, subject to payment of the Fee.
   4. Where you have purchased a subscription Licence and you fail to pay the subscription fee when it falls due then this Licence will terminate 21 days thereafter. Where your Licence is terminated before the end of the Initial Period then you shall in any event be liable to pay the subscription fee for the remaining term of the Initial Period.
   5. We 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 21 days after the service of written notice requiring you to do so. For the avoidance of doubt, material breach includes, without limitation, non-payment of the Fee.
   6. Upon termination for any reason:
      1. all rights granted to you under this Licence shall cease, including without limitation, the rights to deal with Software incorporated within Licensee Content as granted at clause 2.2;
      2. you must cease all activities authorised by this Licence;
      3. you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
10. Communications between us
    1. 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 e-mail or by pre-paid post to us at info@juce.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
    2. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.
11. Data
    1. We may collect and process information about you and your use of our Software and end-user use of Licensee Content, some of which may amount to personal data. Personal data will be collected and processed in accordance with our Privacy Policy which can be reviewed here.
    2. You acknowledge and agree that we may deliver messages and contact you about the Software and other products and service offerings.
    3. To ensure compliance with this Licence, you agree that within thirty (30) days from the date of our request, you shall provide all pertinent records and information requested in order to verify that your installation and use of any and all Software is in compliance with this Licence, along with a signed verification that all such information is complete and correct.
12. Other important terms
    1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
    2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
    3. This Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
    4. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    5. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    6. Please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction.