This end user licence agreement (Licence) is a legal agreement between you (Licensee or you) and DataMind Audio Ltd (SC749777) of Eagle Nest Milton, Applecross, Strathcarron, IV4 8LS (Licensor, us or we) and applies to all software, any associated media and any updates and/or new versions of the software which you receive from us (Software) and any printed materials, data or documents supplied with the Software (Documents) (the Software and Documents being together the Software Products), whether directly or through an authorised reseller or distributor.

We license use of the Software Products to you on the basis of this Licence. We do not sell the Software Products to you. We remain the owners of the Software Products at all times.

[This licence is between us and you. Any third party to whose services the Software products may allow access is not a party to this Licence and separate licence terms apply to your use of such third-party services.]

[OPERATING SYSTEM REQUIREMENTS: The software requires an Apple silicon Mac (Apple M-Series Chip) Computer. Optimized for macOS Monterey (12.6.x)* and above.

1.Grant and scope of licence
1.1 We grant to you a non-exclusive, non-transferable and non-sublicensable licence to use the Software Products on the terms of this Licence.
1.2 You may:
(a) download, install and use the Software for your internal business purposes only on one central processing unit (CPU);
(b) provided it is used on only one computer at any one time, transfer the Software from one computer to another;
(c) provided you comply with the provisions in condition 2, make one copy of the Software for back-up purposes only; and
(d) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time;
1.3 The License is granted for a single user only. If you register to use the Software Products as a company or other entity, the License is only granted to the individual person registering or making the purchase. The License is not transferable or extendable to other directors, employees, owners or other persons connected with such entity or company.

2. Use
2.1 The Software Products can be used to create and produce new musical and audio content (New Audio Content) for commercial or non-commercial purposes without paying us any royalties. This is because you buy the licence to use the Software Product when you buy the Software Product.
2.2 The Licence allows the Licensee to create and produce New Audio Content and to distribute and publicly perform New Audio Content only where such New Audio Content is combined with other sounds within one or more musical composition(s) or recording(s), including, without limitation, for radio and television broadcasts, film, music compositions, websites, podcasts, mobile apps, advertising, multi-media presentations, video games and similar.

You shall not (and shall not authorise any third party to):

(a) copy the Software Products except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
(b) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software Products;
(c) make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to the Software;
(e) use the Software via any communications network or by means of remote access;
(f) provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code, pre-sets, samples, wavetables, skins, or LFOs created from unaltered content incorporated within the Software), in any form to any person without prior written consent from us;
(g) use the Software, in whole or in part, for the purpose of training, improving or developing any neural network (NN), artificial intelligence (AI) systems or machine learning (ML) or large language (LL) models or algorithms, whether for commercial or non-commercial use; or
(h) otherwise use the Software Product in relation to any competitive products that are or may be sold or licensed to third parties, including using any sounds or loops incorporated or made available through or as part of the Software (including demos) as sounds, multi-sounds, samples or sound sets in any sampler, microchip, computer, plug-in or other playback device.

3.2 You undertake:
(a) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(b) to supervise and control use of the Software and ensure that the Software is used in accordance with the terms of this Licence;
(c) to take all reasonable steps to protect the Software Products from unauthorised copying or use. This includes protecting your devices and networks from unauthorised access;
(d) to include our copyright notice on all entire and partial copies you make of the Software on any medium; and
(e) to comply with all applicable technology control or export laws and regulations.

4. Intellectual property rights
4.1 You acknowledge that all intellectual property rights in the Software Products anywhere in the world belong to us (or any relevant third party from whom our right to use such intellectual property rights are derived, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software Products other than the right to use them in accordance with the terms of this Licence.
4.2 All intellectual property rights in and to content which may be accessed through use of the Software Products are and shall remain the property of the respective content owner.
4.3 You acknowledge that you have no right to have access to the Software in source code form.

5. Limited warranty
5.1 We warrant that:
(a) the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and
(b) that the Documents correctly describe the operation of the Software in all material respects, for a period of 180 days from the date of your first access to the Software (Warranty Period).

5.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
5.3 The warranty does not apply:
(a) if the defect or fault in the Software results from you having altered or modified the Software; and
(b) if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
5.4 Save to the extent set out in condition 5.1 and to the extent permitted under applicable law in your territory, the Software products are provided on an “as is” basis without warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability or fitness for a particular purpose.

6. Limitation of liability
6.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
6.2 We only supply the Software Products for internal use by you, and you agree not to use the Software Products for any re-sale purposes.
6.3 If you are a business or use the Software for any commercial or business purpose, we shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) wasted expenditure;
(e) loss or corruption of data or information;
(f) loss of business opportunity, goodwill or reputation; where any of the losses set out in condition 6.3(a) to condition 6.3(f) are direct or indirect; or
(g) any special, indirect or consequential loss, damage, charges or expenses.

6.4 If you are a consumer and provided your use of the Software is limited to your own private and domestic use, we will be responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching this Licence or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence was made, both we and you knew it might happen. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
6.5 Other than the losses set out in condition 6.3 (for which we are not liable) and 6.4, our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the purchase price of the Software. This maximum cap does not apply to condition 6.6.

6.6 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.
6.7 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software Products. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software Products which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

7. Termination
7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7.2 On termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence; and
(c) you must immediately and permanently 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 Products then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

8. Communications between us
8.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 8. Your continued use of the Software Products following the deemed receipt and service of the notice under condition 8.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.
8.2 If we have to contact you, we will do so by email to the address you provided in accordance with your registration of the Software.
8.3 Note that any notice:
(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or 24 hours after an email is sent; and
(b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
8.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

9. Events outside our control
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control.
9.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
9.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

10. How we may use your personal information
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software Products and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our privacy policy here and it is important that you read that information.

11. Other important terms
11.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
11.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
11.3 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.
11.4 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this.
11.5 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
11.6 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
11.7 Each of the conditions of this Licence 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.
11.8 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.