THE FOLLOWING LICENSING AGREEMENT APPLIES TO YOU UPON PURCHASE OF A SONIMUS SOFTWARE LICENSE.
SONIMUS SOFTWARE IS PROPERTY OF SONIMUS LLC.
SONIMUS LLC OWNS SONIMUS SOFTWARE AND ALL ITS TRADEMARKS, BRAND NAMES AND LOGOS, TRADE SECRETS, COPYRIGHTS, PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS THEREIN (OR INTELLECTUAL PROPERTY RIGHTS LICENSED FROM THIRD PARTIES). REGARDING PRODUCT LABELING: YOU MUST NOT TO USE ANY SONIMUS TRADEMARKS, BRAND NAMES OR LOGOS WITHOUT THE PRIOR WRITTEN CONSENT OF SONIMUS. WE MAY AMEND THIS USER AGREEMENT AT ANYTIME BY POSTING A REVISED VERSION ON OUR WEBSITE.
THE USE OF THIS SOFTWARE IS GOVERNED BY THE TERMS AND CONDITIONS OF THE AGREEMENT SET FORTH BELOW. BY CLICKING “YES” ON THIS SCREEN, YOU INDICATE THAT YOU AGREE TO BE BOUND – AS THE END USER (WHETHER AN INDIVIDUAL OR AN ENTITY) – BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THEREFORE, PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING ON “YES.” AFTER THAT, PLEASE RETAIN THIS DOCUMENT AS IT IS YOUR PROOF OF LICENSE TO EXERCISE THE RIGHTS GRANTED HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK “NO” ON THIS SCREEN, IN WHICH CASE YOU WILL BE DENIED ACCESS TO THE SOFTWARE.
Grant of License
1. The Sonimus Software is licensed by SONIMUS LLC and is protected by international copyright.
2. By this Sonimus License Agreement (LICENSE), SONIMUS LLC hereby permits you to use one copy of the specified version of the Sonimus Software (SOFTWARE) on any single computer at any time, and subject to export restrictions hereof. You may make one copy of the SOFTWARE for each computer assigned to only one single person for the purpose of using the SOFTWARE on that computer. A specific single user may make a copy on as many computers as he or she owns, and can use the LICENSE on a “one at a time” basis on any one of those computers, providing that no one else is simultaneously using any other computer which contains a copy.
If you have multiple Licenses for the SOFTWARE, then at any time you may have as many copies of the SOFTWARE in use as you have LICENSES. The SOFTWARE is “in use” on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or another storage device) on that computer. If the anticipated number of users of the SOFTWARE “in use” could exceed the number of applicable LICENSES, then you must have a consistent mechanism established in place to ensure that the number of persons using the SOFTWARE does not exceed the number of LICENSES.
3. If you have downloaded the SOFTWARE as part of Sonimus’ “try-before-you-buy” option (the “DEMONSTRATION PERIOD”), then the LICENSE shall apply to you during the DEMONSTRATION PERIOD only, in accordance with its terms and conditions, other than the Limited Warranty, which is expressly excluded. Additionally, the DEMONSTRATION SOFTWARE user expressly agrees that he or she shall use the SOFTWARE only for purposes of evaluation of the SOFTWARE, and not for any commercial use. The duration of the DEMONSTRATION PERIOD shall be for the earlier of:
a) Instantiations per SOFTWARE, limited at 30, OR
b) 30 days from the day of the first instantiation of the SOFTWARE, or the date you downloaded the Demonstration License.
4. If the SOFTWARE is an update to a previous version, you must possess a valid License for the previous version in order to use the Update. Under this agreement all Updates are provided to you as a “license extension.”
Restrictions on Use, Transfer and COPYRIGHT
5. You must treat the SOFTWARE like any other copyrighted material (e.g., a book or musical recording). You may not copy the SOFTWARE, other than as specifically set forth herein.
You may not otherwise copy the Software, except that you may make one copy of the Software solely for backup or archival purposes. To this end, you may transfer the Software to a single set of disks, provided you keep the disks solely for backup or archival purposes. You may not use the backup or archival copy of the Software or written material except in conjunction with all SONIMUS elements.
6. You may not remove or alter any copyright, trade secret, patent, trademark, trade name, logo, product designation or other proprietary and/or other legal notices contained in or on the Software and any accompanying documentation. These legal notices must be retained on any copies of the Software and accompanying documentation made pursuant to hereof.
7. You may not acquire rights of any kind to any copyright, trade secret, patent, trademark, trade name, logo, or product designation contained in, or relating to, the Software or accompanying documentation and not make use thereof.
8. You may not sub-license the SOFTWARE. You may not transfer the Software to any third party without the express written permission of SONIMUS under this License Agreement on a permanent basis provided you transfer this License Agreement, the SOFTWARE, and all accompanying written materials, retain no copies, and provided that the recipient agrees to the terms of this Agreement. Any transfer of the SOFTWARE must include the most recent update and all prior versions. Clauses set forth in this Licensing Agreement apply to SOFTWARE transferred or gifted. The SOFTWARE transferred or gifted is NFR (Not For Resale) and is Non-Refundable, by any concept.
You may not export, or permit the export of the SOFTWARE in violation of any export control laws of any country.
9. You may not use the SOFTWARE in any manner that infringes upon the intellectual property or other rights of another party. You may not modify, translate, decompile, disassemble, use for any competitive analysis, reverse engineer, distribute, or create derivative works from the Software, or any accompanying documentation or any copy thereof, in whole or in part.
10. You cannot sample, capture by convolution or any other method for commercial or non commercial the Software or any accompanying application, in whole or in part.
11. The subject license will terminate immediately if you do not comply with any and all of the terms and conditions set forth herein. Upon termination for any reason, you (the licensee) must immediately destroy the SOFTWARE, any accompanying documentation, and all copies thereof. SONIMUS is not liable to you for damages in any form solely by reason of termination of this license.
12. SONIMUS warrants that the SOFTWARE and any implied warranties on the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.
13. SONIMUS’ entire liability and your exclusive remedy shall be, at SONIMUS’ option, either (a) return of the price paid or (b) repair or replacement of the SOFTWARE that does not meet SONIMUS’ Limited Warranty and that is returned to SONIMUS. This Limited Warranty is void if failure of the SOFTWARE or hardware has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Neither these remedies nor any product support services offered by SONIMUS are available for this U.S.A. Version product outside of the United States of America.
14. SONIMUS disclaims with respect to the SOFTWARE and the accompanying written materials, all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. This limited warranty is not applied to specific legal rights, even others, which vary from state to state.
No Liability for Consequential Damages
15. In no event shall SONIMUS or its suppliers be liable for any damages whatsoever (including, without limitation, direct, indirect, punitive, special, incidental, or consequential damages, or damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use this SONIMUS product, even if SONIMUS has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you; in such a case, the aggregate liability for any claims, losses or damages shall not exceed US $2,500.
The foregoing limitation of liability is complete and exclusive, shall apply even if SONIMUS has been advised of the possibility of claims, losses, or damages exceeding such limit, and shall apply regardless of the success or effectiveness of any other remedies possessed by SONIMUS. The limitation of liability reflects an allocation of risk between you and SONIMUS.
16. United States of America law shall govern the interpretation and enforceability of this Agreement. If any provision of this Agreement is held to be unenforceable, then such provision shall be deemed stricken from this Agreement and the remaining provisions shall be enforced in accordance with their terms. In the absence of a written agreement signed by you and SONIMUS, this Agreement shall be the sole and complete agreement between you and SONIMUS, regarding the SOFTWARE. This Agreement expressly supersedes and replaces any other license agreement for the SOFTWARE, including but not limited to any agreement appearing in any user’s manual, unless a subsequent agreement for the SOFTWARE is in writing and signed by both you and an authorized SONIMUS representative.
No Obligation to Enforce
17. Nothing contained in this Agreement shall be construed as imposing on SONIMUS any obligation to acquire, maintain, or defend any suit or action regarding the validity or infringement of, any SONIMUS intellectual property licensed hereunder.
18. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or different provision.
19. In the event that any provision of this Agreement is determined to be invalid, unenforceable or unlawful, such invalidity, unenforceability or unlawfulness shall not affect any other provisions of this Agreement, and the Agreement shall be construed as if the challenged provision had never been contained herein.