LAST UPDATED: Jan 2021
FOCUSRITE AUDIO ENGINEERING LIMITED
END USER LICENCE AGREEMENT (“Licence Terms”)
PLEASE READ THESE LICENCE TERMS CAREFULLY BEFORE INSTALLING OR USING THIS PLUG-IN SOFTWARE
- ABOUT US
- We are Focusrite Audio Engineering Limited, a company registered in England with registered office address at Windsor House, Turnpike Road, Cressex Business Park, High Wycombe, HP12 3FX, UK. Our registered company number is 02357989.
- You can contact us by emailing our customer service team at technical.support@focusrite.com or writing to us at Technical Support, Windsor House, Turnpike Road, Cressex Business Park, High Wycombe, HP12 3FX.
- THESE TERMS
- These Licence Terms cover your use under licence of our plug-in software (“Software”) and any associated printed materials or online or electronic documentation (“Documentation”). We do not sell the Software and/or Documentation to you.
- The Software requires the operating systems and other system requirements as set out from time to time in the Product Specifications available at https://collective-support.focusrite.com/hc/en-gb/articles/360017777039
- By installing, accessing or using the Software and Documentation you confirm that you accept these Licence Terms and that you agree to comply with them. You hereby represent and warrant to us that you are at least eighteen (18) years of age and that all information provided by you to us is truthful, accurate and complete.
- If you do not agree to these Licence Terms, you must not use the Software or Documentation.
- We reserve the right to make changes to any part of these Licence Terms from time to time to reflect changes in relevant laws and regulations. If we have to make changes we will contact you to give you reasonable notice and if you do not agree to the changes made, please advise us within 30 days, otherwise you shall be deemed to accept the revised Licence Terms. These Licence Terms were most recently updated on the date that appears at the top of this document.
- YOUR RIGHT TO USE THE SOFTWARE AND DOCUMENTATION
- Subject to your compliance with these Licence Terms, and payment of any fees payable, we grant you a non-exclusive, non-transferable licence to use the Software and Documentation for the duration of these Licence Terms solely for your personal use and benefit.
- You may:
- install and use the Software for your personal purposes only provided it is used at any one time on only one device or computer owned or leased by you, transfer the Software from one computer or device to another owned or leased by you on one device;
- receive and use any free supplementary update of the Software as may be provided by us from time to time;
- use any Documentation in support of the use permitted under these Licence Terms and make up to one copy of the Documentation as are reasonably necessary for its lawful use.
- We may require you to update the Software from time to time. Please note that we only support the current or immediately previous version of the Software.
- The rights granted to you under these Licence Terms are personal to you and are not transferable to any other person. You shall keep your access to the Software and Documentation secure and confidential and shall not share it or divulge it to any other person.
- You agree that we may collect and use technical data about your device, system and application software to facilitate the provision of Software updates and any Software support provided to you, (if any), relating to the Software. We may also use this information, which shall exclude your personal data, to improve our products or services offerings to you.
- RESTRICTIONS
- Except as expressly set out in these Licence Terms or as permitted by any applicable law, you shall not:
- use the Software or Documentation in any unlawful manner, for any unlawful purpose or in a manner inconsistent with these Licence Terms;
- infringe our intellectual property rights or those of any third party in relation to your use of the Software or Documentation;
- sell, rent, lease, transfer, assign, distribute, sub-license, loan, translate, merge, adapt, vary, modify or commercially exploit the Software or Documentation;
- copy, reverse-engineer, dissemble, attempt to device the source code or modify or create derivative works of the Software, any updates or any part thereof (except as permitted by governing law or as may be permitted by the licensing terms governing use of any open sourced components within the Software);
- 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;
- access all or any part of the Software or Documentation in order to build a product or service which competes with the Software and/or Documentation;
- in the course of the use of the Software, access, store, distribute or transmit any viruses or any material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; (iii) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; (iv) is otherwise illegal or causes damage or injury to any person or property; or (v) the use or analysis of which breaches or would breach your obligations under data protection laws.
- YOUR OBLIGATIONS TO US
- You shall, at your own cost:
- comply with all applicable laws and regulations with respect to your activities under these Licence Terms; and
- obtain and maintain all necessary licences, consents, and permissions needed for your use of the Software (other than those rights granted to you under these Licence Terms).
- INTELLECTUAL PROPERTY RIGHTS
- You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (and 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 these Licence Terms.
- You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding.
- The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in our 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.
- 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 license and right (collectively “License”) to use such Feedback, in whole or in part, in any way we deem appropriate and without attribution to you, including a License under any intellectual property rights in and to such Feedback. Without limiting the foregoing, you also hereby grant us a License 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 Licensed herein. The License 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.
- LIMITED WARRANTY
- You expressly agree that to the maximum extent permitted by applicable law, the Software and any Documentation and any services provided or provided by the Software are provided on an “as is” basis without warranty of any kind, and, to the maximum extent permitted by applicable law, we hereby disclaim all warranties and conditions, express, implied or statutory, including but not limited to, implied warranties of merchantability, title, non-infringement, satisfactory quality or fitness for purpose.
- LIMITATION OF LIABILITY
- If we fail to comply with these Licence Terms, we are solely responsible for actual, direct loss or damage you suffer that is a foreseeable result of our breaking these Licence Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time these Licence Terms were made, both we and you knew it might happen. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation. Without limiting the foregoing, to the maximum extent prohibited by law, in no event will we be liable to you or to any third party for any special, incidental, punitive, exemplary or consequential damages (including loss of use, data, business, business interruption or loss of business opportunity or profits) arising out of or in connection with these License Terms or your use of the Software or Documentation, however caused and regardless of the theory of liability, even if we have been advise of the possibility of such damages. This limitation shall be effective even if any remedy set forth herein fails of its essential purpose. Regardless whether any remedy set forth herein fails of its essential purpose or otherwise, in no event shall our aggregate liability to you under, arising from, or in any way related to, these License Terms or your receipt or use of (or inability to use) the Software or Documentation, from all causes of action of any kind, including contract, tort (including negligence), strict liability, breach of warranty, misrepresentation or otherwise, exceed individually or in the aggregate, the amount you have paid to us for the Software that is licensed to you under these License Terms.
- If defective digital content that we have supplied damages a device or computer belonging to you solely because the digital content that we have supplied is defective, we will either repair the damage or pay you compensation; provided, to the maximum extent permitted by law, our obligation is limited by the terms in Section 8.1 and we will not be liable for damage that (i) you could have avoided by following our advice to apply an update offered to you free of charge, (ii) was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us, (iii) resulted from your negligence or the negligence of any third party, or (iv) resulted from any third-party software or device.
- We make no representation or commitment and shall have no liability or obligation whatsoever to you in relation to any third party goods or services used by you in connection with or in conjunction with your use of the Software which are not supplied by us.
- TERMINATION
- These Licence Terms will remain in full force and effect for as long as you lawfully have the right to use the Software or Documentation or until the Licence Terms are terminated by us or you. If you cancel your subscription, these Licence Terms will also terminate. Your cancellation rights to any subscription are set out or referred to in our terms of use.
- We hereby reserve the right, without thereby incurring additional liability to you and without prejudice to our other rights and remedies, to disable, suspend or terminate your licence of and/or your access to the Software and Documentation in whole or in part in circumstances in which you breach or threaten to breach or in our reasonable consideration have otherwise demonstrated an intention to breach the provisions of clause 4.1 or you are otherwise in breach of your obligations under these Licence Terms.
- You may terminate these Licence Terms at any time upon written notice to us by email to technical.support@focusrite.com.
- Upon termination for any reason:
- all rights granted to you under these Licence Terms shall cease; and
- you must cease all activities authorised by these Licence Terms.
- HOW WE MAY USE YOUR PERSONAL INFORMATION
Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided at https://store.focusrite.com/en-gb/privacy and it is important that you read that information.
- OTHER IMPORTANT TERMS
- We may transfer our rights and obligations under these Licence Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract or applicable law.
- You may only transfer your rights or your obligations under this Licence to another person if we agree in advance in writing.
- Only you and we may enforce these Licence Terms. These Licence Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any other person to enforce any of these Licence Terms. You and we each agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, no claim may be consolidated or joined with more than one person’s or party’s claims. Unless both you and we agree otherwise, neither you nor we may join any consolidated, representative, or class proceeding.
- Each of the paragraphs of these Licence Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- If we do not insist immediately that you do anything you are required to do under these Licence Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
- These Licence Terms are governed by English law and you or we can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you or we can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts. If you live in the United States, each party waives, to the fullest extent permitted by law, any right to trial by jury in any action, suit, claim or proceeding brought to enforce, defend or interpret any rights or remedies arising hereunder, relating to or in connection with these License Terms. All claims, disputes or litigation arising out of or relating to these License Terms, in any form, manner or method whatsoever, shall be brought within one (1) year from the occurrence of the initial action, inaction or right which gave rise to such claim, dispute or litigation. This limitation of claims is a reflection of the risks assumed by the parties in order for you to obtain the right to use the Software.
- The United Nations Convention on Contracts for the International Sale of Goods, the provisions of the Uniform Computer Information Transactions Act, and the terms of the Uniform Commercial Code will not apply to the interpretation or enforcement of any portion of these License Terms.