END-USER LICENSING AGREEMENT (EULA)
This is a legal agreement between CELEMONY Software GmbH (hereinafter called CELEMONY) and you, the end-user (hereinafter called the Licensee) for the CELEMONY software and any third party software that accompanies this Agreement, including any content, associated media and Internet-based services (collectively the “Licensed software”). Please read this License Agreement carefully before using the Licensed Software.
By ordering a license key from CELEMONY’s registration web site or by installing or using the Licensed Software, you agree to be bound by the terms of this License Agreement.
If you do not agree with these terms, do not install, copy or use the Licensed Software. In this event, you may return the complete product to your place of purchase for a refund.
1. Grant of License
CELEMONY grants the Licensee – provided that the Licensee complies with all terms and conditions of this EULA – a personal, non-exclusive and non-transferable license, with no right to grant sublicenses, to install and use one copy of the Licensed Software on one personal computer or other device.
The Licensee is allowed to make one copy of the Licensed Software in machine-readable form for backup purposes only, provided that this backup-copy includes all copyright and other proprietary notices contained on the Licensed Software.
The terms of this License Agreement will govern any updates, upgrades, supplements, add-on-components or Internet-based services to the Licensed Software CELEMONY may provide to the Licensee unless they are accompanied by a separate license agreement. CELEMONY reserves the right to discontinue Internet-based services to the Licensed Software.
The Licensed Software may include certain Media Elements (e.g. sounds, graphics) for use of the Licensee. The Licensee may copy and modify these Media Elements. Along with these modifications as part of his software products and services, the Licensee may license, display and distribute them, but the Licensee is not allowed to sell, license or distribute copies of these Media Elements by themselves or as the primary part of any collection, product or service.
2. Restrictions on use of Licensed Software
The Licensed Software can be used to reproduce materials. It is licensed to the Licensee only for the reproduction of non-copyrighted materials or materials in which the Licensee owns the copyright or the Licensee is otherwise authorized or legally permitted to reproduce!
The Licensee may not decompile, disassemble or reverse engineer the Licensed Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
The Licensee may not rent, lease, lend or provide commercial hosting services with the Licensed Software.
3. Reservation of rights and ownership
All title to, and intellectual property rights in, the Licensed Software are and shall remain owned and/or controlled by CELEMONY and/or CELEMONY’s licensors. CELEMONY reserves all right not expressly granted to the Licensee in this License Agreement. The Licensed Software is protected by copyright and other intellectual property laws and treaties.
The Licensee owns the media on which the Licensed Software is recorded but the ownership of the Licensed Software itself is retained by CELEMONY and/or CELEMONY’s licensor(s).
4. Consent to use of data
The Licensee agrees that CELEMONY and its subsidiaries may collect and use technical information gathered as part of the product support and other services related to the Licensed Software. CELEMONY may use this information as long as it is in a form that does not personally identify the Licensee, to improve CEELEMONY’s products or to provide services or technologies to the Licensee.
5. Software transfer
The Licensee may make a one-time permanent transfer of all of his rights under this License Agreement to the Licensed Software to another party, provided that
– the transfer includes all of the Licensed Software, including this License,
– the Licensee does not retain any copies of the Licensed Software, full or partial, including copies stored on computers or other storage devices and
– the party receiving the Licensed Software prior to the transfer reads and agrees to accept the terms of this License Agreement.
This License Agreement is effective until terminated. All rights of the Licensee under this License Agreement will terminate automatically without notice from CELEMONY if Licensee fails to comply with any term(s) of this License Agreement. Upon the termination of this License Agreement, Licensee shall cease all use of the Licensed Software and destroy all copies, full or partial.
7. Limited warranty on media
CELEMONY warrants the media on which the Licensed Software is recorded and delivered to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of original retail purchase. The exclusive remedy of the Licensee under this Section shall be, at CELEMONY’s option, a refund of the purchase price of the product containing the Licensed Software or the replacement of the Licensed Software which is returned to CELEMONY or an authorized representative of CELEMONY with a copy of the receipt. This limited warranty and any implied warranties including, but not limited to, the implied warranties of merchantability, of satisfactory quality and of fitness for a particular purpose, are limited in duration to 90 (ninety) days from the date of the original retail purchase of the Licensed Software. This limited warranty is the only warranty made to the Licensee and is provided in lieu of any other warranties (if any) created by any documentation or packaging. The Licensee may also have other legal rights which vary by jurisdiction.
Any supplement, updates, upgrades or Internet-based Services to the Licensed Software provided to the Licensee after the expiration of the ninety day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
8. Disclaimer of Warranties
The Licensee expressly acknowledges and agrees that the use of the Licensed Software is at his sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with the Licensee.
To the maximum extent permitted by applicable law the Licensed Software is provided “as is”, with all faults and without warranty of any kind with the exeption of the Limited Warranty on media set forth above and CELEMONY and/or CELEMONY’s Licensors hereby disclaim all warranties and conditions with respect to the Licensed Software, either express, implied or statutory, including but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality and of fitness for a particular purpose, of accuracy and non-infringement of third party rights. CELEMONY does especially not warrant, that the functions contained in the Licensed Software will meet the requirements of the Licensee, that the operation of the Licensed Software will be uninterrupted or error-free or that defects in the Licensed Software will be corrected. No information (oral or written) given by CELEMONY or authorized representatives of CELEMONY shall create a warranty.
9. Limitation of Liability
To the extent not prohibited by law, in no event CELEMONY shall be liable for personal injury or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to the use or inability to use the Licensed Software, however caused, regardless of the territory of liability – contract, tort or otherwise – and even if CELEMONY has been advised of the Possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury or incidental or consequential damages, so these limitations may not apply to all Licensees.
In no event shall the total liability of Celemony and/or CELEMONY’s licensors to the Licensee for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty US-dollars (US$ 50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
10. Applicable law / Severability clause
This License Agreement shall be exclusively subject to the laws of the state in which the Licensee acquired the Licensed Software.
This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
If any provision of this License Agreement or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications which can be given effect without the invalid provision or application, and to this end the provisions of these policies and regulations are severable. In lieu thereof there shall be added a provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible and be legal, valid and enforceable.