THIS “AGREEMENT"or END USER LICENSE AGREEMENT (hereafter, "EULA") IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY OR ORGANIZATION (hereafter, “YOU” and/or the "LICENSEE") AND SOUNDS ESSENTIAL LLC. ALL DOWNLOADABLE SOFTWARE (hereafter, "SOFTWARE") IS COPYRIGHTED 2020 BY SOUNDS ESSENTIAL LLC AND LICENSED TO YOU, NOT SOLD TO YOU, AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS EULA. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE AND YOU SHOULD DESTROY OR DELETE THE SOFTWARE IMMEDIATELY FROM YOUR COMPUTER, HARD-DRIVE, OR SOFTWARE STORAGE DEVICE. THIS AGREEMENT SUPERCEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH SOUNDS ESSENTIAL LLC RELATING TO THE SOFTWARE.
TERMS
1. Grant of License:
(a) Sounds Essential LLC grants YOU the non-exclusive, non-transferable license to install this SOFTWARE on a single server, single desktop, or mobile device.
(b) If this is a limited license version, the number of users is not concurrent, it is per seat, per device.
(c) Permission to copy is granted for archival or backup purposes only.
(d) You are NOT PERMITTED to resell, rent, transfer or sub-license this SOFTWARE without written consent of Sounds Essential LLC.
(e) No components of this SOFTWARE may be used in any other software, copied, or blogged, without written consent of Sounds Essential LLC. Copyright notices cannot be removed from the solution.
2. Title to Software:
(a) Sounds Essential LLC retains full and exclusive copyright.
(b) The SOFTWARE is copyrighted and is protected by United States copyright laws and international treaty provisions.
(c) Licensee will not remove copyright notices from the SOFTWARE.
3. Termination:
(a) The license is effective until terminated by YOU or Sounds Essential LLC.
(b) Your rights under this license will terminate automatically without notice from Sounds Essential LLC if YOU fail to comply with any term(s) of this license.
(c) Upon termination of the license, YOU shall cease all use of the SOFTWARE and destroy all copies, full or partial, of the SOFTWARE.
4. Modifications:
(a) If this license is granted to YOU fully unlocked, you have the right to make modifications for your own use. The SOFTWARE cannot be repackaged and resold. YOU are responsible for any modifications that may break the SOFTWARE and fully release and hold harmless Sounds Essential LLC from any liability once YOU make any modifications.
(b) If this license is granted to YOU locked, YOU are not permitted to make any modifications of any kind to schema, design, coding/scripts or other, except as the SOFTWARE itself provides the functionality to do so. You are NOT PERMITTED to decompile, disassemble or attempt to reverse engineer the SOFTWARE.
5. Third Party Access to Software:
(a) Sounds Essential LLC recognizes that the LICENSEE may hire a “third party” developer to make modifications to the unlocked SOFTWARE (if applicable).
(b) The LICENSEE assumes all responsibility for access to the SOFTWARE, including copies, distribution to/by the third party.
(c) The third party may make modifications to the SOFTWARE as requested by the LICENSEE.
(d) The third party may not possess or keep a copy of the SOFTWARE for any purpose on any device, unless the third party is also the hosting provider.
6. DISCLAIMER OF WARRANTIES:
(a) YOU AGREE THAT SOUNDS ESSENTIAL LLC HAS MADE NO EXPRESS WARRANTIES TO YOU REGARDING THE SOFTWARE AND THAT THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. SOUNDS ESSENTIAL LLC DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW.
7. LIMIT OF LIABILITY:
(a) IN NO EVENT WILL SOUNDS ESSENTIAL LLC BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SOUNDS ESSENTIAL LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOUNDS ESSENTIAL LLC DOES NOT GUARANTEE ANY FUTURE UPGRADES TO THE SOFTWARE, OR SIMPLE UPGRADE IF CUSTOMIZATIONS OR OPTIMIZATIONS OF CODE HAVE OCCURRED BY LICENSEE OR SOUNDS ESSENTIAL LLC.
Some states or jurisdictions do not allow the exclusion of implied warranties, and/or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to YOU.
8. CONFIDENTIALITY:
(a) YOU and any developer or person with unlocked access to the SOFTWARE, will treat the SOFTWARE as a trade secret.
9. GENERAL:
(a) This License agreement together with all schedules referred to in this agreement, all of which are incorporated herein by reference, constitute the sole and entire Agreement between the parties.
(b) This agreement supersedes all prior understanding, agreements, representation and documentation relating to the subject matter of the Agreement.
10. REFUNDS:
(a) Due to the electronic nature of the SOFTWARE, all orders/sales are final and no refunds will be given under any circumstances.
(b) We strongly recommend that all customers evaluate the SOFTWARE prior to making a purchase and downloading the SOFTWARE.
(c) Demonstrations of the SOFTWARE are available on the Sounds Essential LLC website or on request at Sounds Essential LLC's discretion.
Copyright (C) 2020, Sounds Essential LLC. All rights reserved.
