IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE:
Welcome to Cmajor!
This Cmajor end-user licence agreement (Agreement) is a legal agreement between you (Licensee or you) and Cmajor Software Ltd. UK (Cmajor Software, Licensor, us or we) for the Cmajor Software, which includes both the Cmajor Code and the Cmajor binary tools and libraries. For the purposes of this Agreement, all Cmajor code shall be described as the “Code” and binary executable and library files shall be described as the “Program” and the Code and Program may be described as the “Software.”
IMPORTANT NOTICE TO ALL USERS:
BY DOWNLOADING, INSTALLING OR USING THE CMAJOR SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT, AND ALL INCORPORATED TERMS.
IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY DISCONTINUE THE INSTALLATION OR DOWNLOAD PROCESS OR CEASE USE OF THE CMAJOR SOFTWARE. WE WILL NOT LICENSE THE CMAJOR SOFTWARE TO YOU UNLESS YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITHOUT QUALIFICATION.
If you are accepting the terms of this Agreement 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 Agreement and, in such event, “you” and “Licensee” will refer to that company or other legal entity. You confirm that you are: (a) at least 13 years old (or the age of majority in your country); and (b) have the ability to enter into this Agreement with us.
You should print a copy of this Licence for future reference.
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Grant and scope of Licence for the Software
1.1. We do not sell the Software to you. The Software is licensed to you as described in this Agreement and subject to the limitations contained in this Agreement, and we remain the owners of the Software at all times. Provided you adhere to the terms of this Agreement, we grant you a non-exclusive, non-transferable licence to download, develop, and modify the Code to enable the development of new applications (Applications) on the terms of this Agreement, and to download the Program to be used in connection with the Code. For the avoidance of doubt, you are not permitted to develop or modify the Program.
1.2. All of the Code is governed by the GPLv3 License.
1.3. You may use Applications which use the Software (provided such use incorporates your Licensee Content), for commercial (including without limitation sale or distribution to end users) or non-commercial purposes (including without limitation providing demos and beta testing).
1.4 You may not create Applications directed toward Children, unless you fully comply with the rules in respect of the relevant jurisdiction, including without limitation obtaining verifiable parental consent (if applicable in the relevant jurisdiction), as further described in clause 10 below. You are responsible for any liabilities arising out of a violation of rules in respect of the relevant jurisdiction.
1.5 The Licensor permits the Licensee to use Cmajor related Trademarks solely to identify Applications built using the Software. It is envisaged that the Licensee will use the Cmajor related Trademark for this purpose, both in the Application itself and in associated documentation and promotional materials.
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Restrictions
Except as expressly set out in this Agreement or as permitted by any local law, you undertake:
2.1. not, in whole or in part, to copy the Software except where such copying is an essential part of the normal, permitted use of the Software;
2.2. not to disassemble, de-compile or reverse engineer any part of the Program nor attempt to do any such things except to the extent expressly permitted by applicable law;
2.3. to comply with all applicable laws, including all technology control or export laws and regulations;
2.4. to supervise and control use of the Software and ensure that the Software is used by you and your employees and representatives (if applicable), strictly in accordance with the terms of this Agreement;
2.5. not to use the Software in connection with any Licensee Content, Application or otherwise that infringes or misappropriates any third party right, including any intellectual property, property, privacy, contract or other proprietary right or for any other illegal or immoral purpose;
2.6. not to delete or in any manner alter any of our copyright, trademark or other proprietary rights notices or markings appearing on or in the Software (including without limitation the GPLv3 License copyright notice);
2.7. not to otherwise use, copy, transfer or distribute the Software or part of it, except as expressly permitted by this Agreement, in any manner which is inconsistent with this Agreement.
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Support
3.1. We shall have no obligation to provide support and maintenance services to you. If we make an online support forum available, you may participate in our online support forum in accordance with the forum policies in place from time to time. Further support and maintenance services may be offered at our sole discretion from time to time, however we shall have no obligation to provide any such support services.
3.2. You acknowledge and agree that we have no obligation under this Agreement to provide New Features, Minor Updates, or New Releases of the Software, and the Software is provided “as is” in accordance with clause 5.1 below.
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Intellectual Property Rights
4.1. 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 Agreement.
4.2. You shall own all modifications you make to the Code, and all Intellectual Property Rights therein, that are created and incorporated in the Application, subject to our continuing ownership of the Software and all associated Intellectual Property Rights in the Software.
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Disclaimer of Warranty
5.1. The Software is provided “as is” without any express or implied warranty of any kind, including without limitation any warranties that the Software will be uninterrupted, error-free or otherwise free from infringement. All other conditions, warranties or other terms whether express or implied, or incorporated into this Agreement 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.
5.2. 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.
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LIMITATION OF LIABILITY AND INDEMNIFICATION
6.1. Neither Cmajor Software nor its parent company, subsidiaries, affiliates, 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 this Agreement for any indirect, consequential or special loss or damage, including but not limited to, for:
6.1.1. loss of profits, sales, business, or revenue; business interruption;
6.1.2. loss of anticipated savings;
6.1.3. loss or corruption of content, data or information;
6.1.4. loss of business opportunity, goodwill or reputation;
6.1.5. any indirect or consequential loss or damage; or
6.1.6. any computer failure or malfunction, corruption to or loss of data or files, or any and all other commercial damage or loss.
6.2 In no event shall Cmajor Software’s total liability to you for use of the Software exceed the amount paid by you to Cmajor Software for the Software or $10, whichever is greater.
6.3. Nothing in this Agreement shall limit or exclude our liability for:
6.3.1. death or personal injury resulting from our gross negligence;
6.3.2. fraud or fraudulent misrepresentation;
6.3.3. any other liability that cannot be excluded or limited by law.
6.4. 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) the Licensee Content or your Applications; (ii) your use, handling, or operation of the Software otherwise than in accordance with this Agreement, or (iii) any violation of applicable laws by you, including without limitation rules relating to data protection violations.
6.5. This clause 6 shall survive and shall not be rendered ineffective by the termination or expiry of this Agreement for whatever reason.
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Term and Termination
7.1. We may terminate this Agreement immediately and at will without the need for any formality such as written notice. We might terminate this Agreement if you commit a breach of this Agreement.
7.2. Upon termination for any reason:
7.2.1. all rights granted to you under this Agreement shall immediately cease, including without limitation, the rights to deal with the Software incorporated within the Application;
7.2.2. you must immediately cease all activities authorized by this Agreement, including distribution of your Application that incorporates the Software;
7.2.3 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.
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Data, Privacy and Publicity
8.1. You may not use the Software in connection with any Application that may be “directed to children” unless you fully comply with the rules applicable in the relevant jurisdictions. You are fully liable for, and will defend, hold harmless and indemnify Cmajor Software and its affiliates against any and all liability arising from or relating data protection breaches in connection with any Application directed to Children.
8.2. You agree that Cmajor Software may use your name and / or logo to publicise that you are using the Cmajor Software in your Applications. You may opt-out of this publicity by messaging us via appropriate communication means available from time to time, and we will use reasonable efforts to remove uses of your name or logo within a reasonable time.
8.3. To ensure compliance with this Agreement, 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 Agreement, along with a signed verification that all such information is complete and correct. You also agree we may audit applicable records concerning your use of Software during normal business hours upon notice to you, at our cost, except in the event the audit reveals an underpayment or breach of this Agreement, you shall be liable for the cost of the audit.
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Other Important Terms
9.1. We may update, change or amend this Agreement at our discretion, as needed, via posting with the Software, with no obligation on our part to notify you personally. You should, therefore, periodically check back for updates.
9.2. We may transfer our rights and obligations under this Agreement to another organisation (including without limitation a group company or affiliate), but this will not affect your rights or our obligations under this Agreement.
9.3. You may not transfer your rights or your obligations under this Agreement.
9.4. This Agreement 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 Agreement or any document expressly referred to in it.
9.5. If we fail to insist that you perform any of your obligations under this Agreement, 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.
9.6. Each of the conditions of this Agreement 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.
9.7. Governing Law and Jurisdiction.
9.7.1. If you are a UK, EU, EEA or Swiss citizen, this Licence 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.
9.7.2. If you are a US citizen, this Licence 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.
9.7.3. If you live outside the US, UK and EU, EEA or Switzerland, you agree to the laws and jurisdiction of New York as noted above in clause 9.6.2 above.
9.7.4. You may have additional rights as a consumer under your local law.
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Definitions.
The definitions and rules of interpretation in this clause apply in this Licence
10.1. Application(s): desktop or mobile applications (including without limitation plug-ins, VSTs, modellers and DAWs) developed using the Cmajor Software, which incorporates the Licensee Content.
10.2. Code: means the Cmajor code, and any New Features and Minor Updates thereto.
10.3. Children: means children under the age defined by applicable law.
10.4. Customizations: mean the enhancements, modifications, improvements, or any other changes made by Cmajor Software to either Cmajor or the Licensee code, as specified.
10.5. GPLv3 License: The Gnu General Public License, as described here: https://www.gnu.org/licenses/gpl-3.0.en.html
10.6. 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.
10.7. Licensee Content: any content created, owned or used by the Licensee in connection with the Software.
10.8. Minor Update: any release of bug fixes and small improvements within the same version of the Cmajor Software licensed by you .
10.9. New Features: any release of a new feature within the same version of the Cmajor Software licensed by you, but not including New Releases..
10.10. New Releases: any new release of a new version of the Cmajor Software, that is not included in this license Agreement, which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.