JUCE Premium Support Plan Terms

Thank you for choosing to use our new JUCE Premium Support Plan (PSP). These JUCE PSP Terms (Terms) represent a binding legal agreement entered into as of the date of consenting to these Terms by paying an invoice referencing these Terms (“Effective Date”) by and between ROLI Ltd. with a principal business address of 2 Glebe Road, Dalston London E8 4BD (ROLI, Licensor, us or we) and the entity or individual identified upon scheduling a PSP request for the provision of JUCE PSP services. These Terms shall be read in connection with the JUCE 5 End User License Agreement or JUCE 4 End User License Agreement, as relevant, for your JUCE code (JUCE). You warrant you have read, agreed to and are in compliance with the applicable JUCE End User License Agreement for your use of JUCE, as relevant, and these Terms shall supplement such JUCE End User License Agreement. If you are accepting the terms of these Terms 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 these Terms and, in such event, “you” and “Licensee” will refer to that company or other legal entity.

  1. Definitions. The definitions and rules of interpretation in this clause apply in these Terms:
    1. Customizations: mean enhancements, modifications, improvements, or any other changes made by ROLI to either JUCE or the Licensee code, as referred to in these Terms.
    2. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks 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.
    3. JUCE: means the JUCE 4 or JUCE 5 code licensed by you.
    4. JUCE End User License Agreement: means the JUCE 5 End User License Agreement or JUCE 4 End User License Agreement, as relevant, that governs your JUCE code license.
    5. JUCE PSP: means PSP for customized enhancements to JUCE.
    6. Licensee PSP: means PSP for customized enhancements to your own Licensee code base.
    7. PSP or PSP services: means the JUCE PSP and/or Licensee PSP services.
    8. PSP Website: means the website located at https://juce.com/premium-support-plan, and its associated webpages.
  2. PSP Services.
    1. Services. As a licensor of JUCE Pro, you are eligible to use the PSP services, which may include technical support, coding consultation, and code migration, by purchasing or redeeming Units, as described in these Terms. The PSP is divided into two different services: PSP for JUCE code enhancements (JUCE PSP) and/or PSP for your own Licensee code base enhancements (Licensee PSP) (collectively referred to as PSP). The PSP services are made by email requests to psp@juce.com, as further described herein, and ROLI shall use good faith efforts to provide you the PSP services as requested, and you understand there are cases where ROLI may not be able to provide you with the PSP services you requested or within the time frame you requested.
    2. Units. You can purchase PSP units, which equal one hour of PSP services per unit (Units) and are charged by ½ hour increments by contacting psp@juce.com. Pricing can be found on the PSP website (PSP Website), which is subject to change from time to time, and all Units must be purchased via credit card or wire transfer on the due date of the invoice. JUCE Personal, Indie and Education licensees do not have access to the PSP services. Each PSP service request will be charged a minimum of 1 Unit. You may purchase additional Units at anytime by contacting psp@juce.com. Unless otherwise expressly provided for herein, Units are non-refundable.
    3. Scheduling. Once you purchase your PSP Units, you may request your PSP services through email at psp@juce.com, and you agree to provide all information that may be requested in order to schedule your PSP services. The ROLI support staff is available only during ROLI UK business hours of 9:00 AM - 5:00 PM GMT. Only JUCE Pro account holders may submit PSP requests, and you may add other team members to your account by emailing psp@juce.com. ROLI shall use good faith efforts to respond to your PSP request within one business day.
    4. Support. PSP services are conducted in English via Skype or Google Hangout, and you agree to have good Internet connectivity in order to receive the PSP services. There is no inbound phone number available. The status of the PSP services and Units is available upon written request to psp@juce.com. Other customized PSP services may be available upon request, including in-house support, upon an express agreement by the parties in writing. Notwithstanding anything else to the contrary, including in subsequent communications between the parties relating to the PSP services, ROLI makes no guarantees or warranties with respect to the PSP services.
  3. Ownership.
    1. The parties acknowledge and agree that all Intellectual Property Rights in the enhancements, customizations, modifications, improvements, or any other changes (collectively Customizations) to JUCE in connection with any JUCE PSP service belong to ROLI throughout the world. You further agree that any feedback that you may provide to ROLI in connection with such JUCE Customizations shall also be owned by ROLI and you hereby assign all rights in such feedback to ROLI. ROLI provides you a limited, non-exclusive (unless otherwise expressly provided in writing by ROLI) license to use the JUCE PSP Customizations in connection with your licensed JUCE code pursuant to the terms of the JUCE End User License Agreement, including without limitation all restrictions and indemnification obligations therein (and the Code as defined in your JUCE End User License Agreement shall include your JUCE PSP Customizations). You have no other rights in, or to, the JUCE PSP Customizations or JUCE except as expressly provided herein and applicable JUCE End User Licence Agreement.
    2. The parties acknowledge and agree that all Intellectual Property Rights in the Customizations made to the Licensee’s own code base in connection with Licensee PSP services shall be owned by Licensee, and ROLI hereby assigns such rights in the Licensee PSP Customizations to Licensee. JUCE is not responsible for your use of, and makes no warranties with respect to, the Licensee PSP Customizations.
  4. DISCLAIMER OF WARRANTY.
    The JUCE PSP services and any Customizations are provided “as is” without warranty of any kind, including without limitation any warranties that the PSP services or Customizations will meet Licensee’s expectations, delivery any particular results, be timely, be uninterrupted, error-free or otherwise free from infringement. All other conditions, warranties or other terms whether express or implied, or incorporated into these Terms or any collateral contract, whether by statute, common law or otherwise, including without limitation warranty of merchantability or fitness for a particular purpose are hereby excluded to the fullest extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
  5. LIMITATION OF LIABILITY AND INDEMNIFICATION.
    1. Neither ROLI nor its parent company, subsidiaries, employees, partners or contractors 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 these Terms for any indirect, consequential or special loss or damage, including but not limited to, for, loss of profits, sales, business, or revenue;business interruption; loss of anticipated savings; loss or corruption of content, software, data or information;loss of business opportunity, goodwill or reputation; or 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 these Terms shall limit or exclude our liability for death or personal injury resulting from our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.
    3. Subject to clause 5.1 and 5.2, our maximum aggregate liability under or in connection with these Terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the fees paid by you to ROLI for the PSP service in the month before the claim arose or $15, whichever is greater.
    4. You agree to indemnify, defend and hold us and our licensors, partners, affiliates, contractors, officers, directors, employees and agents harmless from any third party claims, liabilities, losses, costs and expenses (including legal expenses) or otherwise arising directly or indirectly from (i) your use of your Licensee PSP Customizations or JUCE PSP Customizations in violation of any applicable laws; or (ii) breach of these Terms.
    5. This clause 4 shall survive and shall not be rendered ineffective by the termination or expiry of these Terms for whatever reason.
  6. Confidentiality.
    1. ROLI will keep confidential any non-public confidential information which you supply to ROLI in connection with these Terms, including your own code base, and you agree to do the same in relation to any confidential information which ROLI supplies to you, including without limitation any results or feedback from the JUCE PSP Customization services, and confidential information shall also include all information marked as being confidential and any other information which might reasonably be assumed to be confidential (“Confidential Information”). Each Party agrees to hold the Confidential Information of the disclosing party in trust and confidence and not to disclose to, misappropriate from, decompile or reverse engineer such Confidential Information for the benefit of any person, firm or enterprise, or use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any third party, unless authorized by the disclosing party in writing, and even then, to limit access to and disclosure of such Confidential Information to such receiving party’s employees, consultants, advisors or agents (“Representatives”) on a “need to know” basis only. Each party shall be responsible for a breach of these Terms by any of its Representatives.
    2. The obligations as to confidentiality in these Terms will not apply to any information that (which can be proven by competent evidence): (a) is available to the public other than because of any breach of these Terms; (b) is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (c) is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (d) is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure (but only to the extent of such requirement of disclosure and provided the recipient prompt notice of the required disclosure to the disclosing party).
  7. Term and Termination.
    1. These Terms are effective as of the Effective Date and shall continue to govern any PSP services requested. In the event your JUCE End User License Agreement terminates, then these Terms shall also terminate, and you may no longer use or request any PSP services and any licenses to the JUCE PSP Customizations shall terminate. All Units are non-refundable except as provided in clause 7.3 below.
    2. We may terminate these Terms immediately by written notice to you if you commit a breach of these Terms or applicable JUCE End User License Agreement which you fail to remedy (if remediable) within 14 days after written notice requiring you to do so.
    3. We may terminate these Terms if we discontinue to offer the PSP services. In such case, ROLI will provide notice to you and refund any unused Units as of the date of termination.
    4. In the event of termination for any reason, clauses 3, 4, 5, 6, 9 and 10 shall survive termination of these Terms.
  8. Communications Between Us.
    1. If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can contact us by e-mail at psp@juce.com or by pre-paid post to us at 2 Glebe Road, Dalston London E8 4BD.
    2. If we have to contact you or give you notice in writing, we will do so by the email associated with your JUCE licence or by pre-paid post to the address you provide to us in your order for PSP services.
  9. Other Important Terms.
    1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.
    2. You may only transfer your rights or your obligations under these Terms to another person or entity if we agree in writing.
    3. These Terms and any document expressly referred in it, including the applicable JUCE End User License Agreements, constitute 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 these Terms or applicable JUCE End User License Agreement.
    4. No waivers are enforceable unless in writing by the waiving party.
    5. Each of the conditions of these Terms 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.
  10. Dispute Resolution, Governing Law and Jurisdiction.
    1. Subject to clause 10.3, in the event there is any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination or invalidity hereof (“Dispute”) the party shall give written notice to the other party explaining the nature of the Dispute, and the parties agree to first attempt in good faith to resolve any Dispute by negotiation and consultation between themselves, including without limitation not less than 2 negotiation sessions. In the event that such dispute is not resolved on an informal basis within 30 days after one party provides written notice to the other party of such Dispute, it will be resolved in accordance with clauses 10.2 and clauses 10.4, 10.5 or 10.6 (as applicable).
    2. Subject to clause 10.3, any Dispute which remains unresolved following the exhaustion of the procedure set out in clause 10.1 may be referred to mediation in accordance with the Centre for Dispute Resolution ("CEDR") Model Mediation Procedure ("Model Procedure"). To initiate a mediation, a party must give written notice ("Mediation Notice") to the other party requesting a mediation in accordance with this clause 10.2. A copy of the request should also be sent to CEDR. The Model Procedure will be amended to take account of any other agreement which the parties may enter into in relation to the conduct of the mediation. If there is any point on the conduct of the mediation (including the nomination of the mediator) upon which the parties cannot agree within 14 days from the date of the Mediation Notice, CEDR will, at the request of either party, decide that point for the parties, having consulted with them. The mediation will start not later than 21 days after the date of the Mediation Notice. Neither party may terminate mediation until each party has made its opening presentation and the mediator has met each party separately. Thereafter, paragraph 14 of the Model Procedure will apply. If you are a UK, EU, EEA or Swiss citizen or registered business, the mediation will take place in London, England. If you are a US citizen or registered business, the mediation will take place in New York County, New York. If you are a citizen of or are a registered business outside the US, UK and EU, EEA or Switzerland, the mediation will take place in New York County, New York. The language of the mediation will be English.
    3. Nothing in these Terms shall prevent any party, in cases in which interim, injunctive or declaratory relief is required, or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period, from commencing proceedings and pursuing claims before a court of competent jurisdiction as described below.
    4. If you are a UK, EU, EEA or Swiss citizen or registered business, these Terms shall be governed by the laws of England and Wales without regard to its conflict of law rules and you consent to the exclusive jurisdiction of the courts located in London, UK.
    5. If you are a US citizen or registered business, these Terms shall be governed by the laws of New York without regard to its conflict of laws rules and you consent to the exclusive jurisdiction of the state and federal courts located in New York County.
    6. If you are a citizen of or are a registered business outside the US, UK and EU, EEA or Switzerland, you agree to the laws and jurisdiction of New York without regard to its conflict of laws rules and you consent to the exclusive jurisdiction of the state and federal courts located in New York County.
    7. You may have additional rights as a consumer under your local law.