SOFTWARE LICENCE AGREEMENT (for “Plug-Ins”) Please read this licence carefully before downloading or using the Sonnox software. By downloading or using the software, you are agreeing to be bound by the terms of this licence. Sonnox software is licensed, not sold.
1. Licence. The Sonnox application, plug-in, system, installer and other software (the “Sonnox Software”) and the related documentation are licensed to you by Sonnox. You own the medium on which the Sonnox Software is recorded, but Sonnox and/or Sonnox’s Licensor(s) retain title to the Sonnox Software and related documentation. This licence allows you to use the Sonnox software with the specific hardware product, computer, CPU or iLok key the serial number of which has been registered with Sonnox. You may not transfer or otherwise assign or encumber your licence rights in the Sonnox Software to another party without the prior written consent of Sonnox (in its absolute discretion).
2. Restrictions. The Sonnox Software contains copyrighted material, trade secrets, and other proprietary material. In order to protect them, and except as expressly permitted by applicable law, you may not decompile, reverse engineer, disassemble, or otherwise reduce the Sonnox Software to a human-perceivable form; copy, modify, network, or distribute the Sonnox Software; or rent, lease, loan, the Sonnox Software, or create derivative works based upon the Sonnox Software or related documentation in whole or in part other than as expressly permitted by applicable legislation. You may not transmit the Sonnox Software from one computer to another or over a network, except as is necessary to install the Sonnox Software onto the first host computer.
3. Termination. This Licence is effective until terminated. You may terminate this Licence at any time by destroying the Sonnox Software and related documentation. This Licence will terminate immediately without notice from Sonnox if you fail to comply with any provision of this Licence. Upon termination you must destroy the Sonnox Software and related documentation. Upon termination you shall remain subject to the provisions, restrictions, and exclusions in this Licence Agreement and shall have no right to any refund of any amounts paid for the Sonnox Software. No termination shall release you from liability for any breach of this Licence Agreement.
4. Disclaimer of Warranty on Sonnox Software. You expressly acknowledge and agree that use of the Sonnox Software is at your sole risk. The Sonnox Software and related documentation, are provided “AS IS” and without warranty of any kind and SONNOX EXPRESSLY DISCLAIMS ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. SONNOX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SONNOX SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SONNOX SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SONNOX SOFTWARE WILL BE CORRECTED. FURTHERMORE, SONNOX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SONNOX SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONNOX OR A SONNOX-AUTHORISED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY LIMIT THIS DISCLAIMER. SHOULD THE SONNOX SOFTWARE PROVE DEFECTIVE, YOU (AND NOT SONNOX OR A SONNOX-AUTHORISED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
Sonnox’s aggregate liability in respect of any single event or series of events whether as a result of negligence, breach of contract, misrepresentation, or otherwise shall in no circumstances exceed the cost of the defective, damaged, or undelivered product determined by the net invoiced price.
Save as expressly provided to the contrary, all conditions, warranties, and representations expressed or implied by statute, law, or otherwise in relation to any Sonnox Software are hereby excluded, and Sonnox shall be under no liability for any loss, damage or injury, direct or indirect, resulting from defective material, faulty workmanship, or otherwise howsoever.
THE TERMS OF THIS DISCLAIMER DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING SONNOX SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS. NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY SONNOX’S NEGLIGENCE.
5. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL SONNOX BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SONNOX SOFTWARE OR RELATED DOCUMENTATION, EVEN IF SONNOX OR A SONNOX-AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Sonnox’s total liability to you for all damages, losses, and causes of action (whether in contract, tort including negligence, or otherwise) exceed the amount paid by you for the Sonnox Software.
6. Controlling Law and Severability. This Licence shall be governed by and construed in accordance with the laws of England. If for any reason a court of competent jurisdiction finds any provision of this Licence, or portion thereof, to be unenforceable, that provision of the Licence shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Licence shall continue in full force and effect.
7. Acknowledgement. You acknowledge that you have read this Licence Agreement and understand it, and agree to be bound by the terms and conditions. You also agree that the Licence Agreement is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of the Licence Agreement. No amendment to or modification of this Licence will be binding unless in writing and signed by a duly authorised representative of Sonnox.