Dante Domain Manager End User License Agreement
END USER LICENSE AGREEMENT
NOTICE: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT WHICH CONTAINS RIGHTS AND RESTRICTIONS ASSOCIATED WITH YOUR USE OF THE AUDINATE® DANTE DOMAIN MANAGER SOFTWARE (THE “SOFTWARE”) AND DOCUMENTATION PROVIDED TO YOU BY AUDINATE PTY LTD (THE “LICENSOR”). IF, DURING THE LICENSING PROCESS, YOU (THE “END-USER”) DO NOT CHECK THE BOX TO AGREE TO THESE LICENSE TERMS AND CONDITIONS YOU WILL NOT BE ABLE TO LICENSE AND USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. BY CHECKING THE BOX YOU CONFIRM THAT YOU HAVE THE POWER AND AUTHORITY TO ENTER INTO AGREEMENTS ON BEHALF OF THE ENTITY PURCHASING THE LICENSE. USING THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.
The Software is created and licensed by Audinate. The Software is licensed, not sold, to you, the End-User. By downloading the Software or using any Audinate software, you are certifying that you are not a national of any country to which Australia or the United States embargoes goods, and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
Subject to the terms of this Agreement, the Licensor grants to the End-User a non-exclusive, non-transferable, limited license to install and use the Software in object code form only on a single computer (and, if the customer has purchased or Audinate have agreed to supply a package that includes a high availability option, two other computers in the high availability cluster) and use the documentation provided with the Software only in conjunction with the use of the Software. The End-User acknowledges that it must purchase or obtain via an authorized route from the Licensor a license for each computer or high availability cluster on which the Software is used. The End-User represents and warrants to the Licensor that it shall not permit the number of computers on which the Software is concurrently used to exceed the number allowed by licenses purchased or obtained via an authorized route from the Licensor. The End-User agrees to allow the Licensor, or a mutually agreed upon third party, to perform audits from time to time to determine the End-User’s compliance with this Agreement.
Where Audinate have accepted to supply to the End-user, a license for a “free trial” of the software, this is offered at no charge to the End-User. This is provided on a time-limited term and the license will automatically terminate at the end of the authorized term. Audinate may, but is not required to, provide support services for free trials.
The End-User understands that the Software requires connection to the internet to activate the license. In particular the Software will contact Audinate servers for the purposes of licence confirmation and/or software update(s), and/or for providing information that will allow Audinate to improve the product. Audinate will treat all customer information in accordance with its privacy policy which can be found at www.audinate.com/privacy
The End-User acknowledges that the Software is the intellectual property of Audinate and shall not modify, rent, lease, assign, copy, distribute, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, or merge the Software into any other software. The End-User may not upload or post the Software on a network, bulletin board, intranet, extranet or web site. The End-User agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Audinate. The End-User shall not sublicense any of the rights granted to the End-User in this Agreement to any third party. The End-User shall not copy any of the electronic materials or documentation. The End-User shall not remove any copyright or other proprietary marking or legend included in the Software. For the avoidance of doubt, no modification or distribution rights are granted to you for the Software.
The Software is confidential copyrighted information of the Licensor and, except for the licenses granted herein, all right, title and interest in and to the Software and all copies thereof and the documentation for the Software shall remain with the Licensor or its licensors.
The End-User may terminate this Agreement at any time by destroying all copies of the Software and certifying such destruction by written notice to the Licensor. This Agreement will terminate immediately without notice from the Licensor if the End-User fails to comply with any provision of this Agreement. Upon such termination, the End-User must destroy all copies of the Software and certify such destruction by written notice to the Licensor. In the event of termination by either party the Licensor will then have the right to delete the associated license keys from the End-User’s account held on Audinate’s servers. The validity, performance and interpretation of this Agreement will be governed by the laws of New South Wales, Australia.
WARRANTY AND LIABILITY LIMITATIONS
AUDINATE PROVIDES THIS SOFTWARE “AS IS”. THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND OF MERCHANTABILITY.
IN NO EVENT WILL AUDINATE BE LIABLE FOR THE FOLLOWING, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (A) INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) LOSS OR CORRUPTION OF DATA OR INTERRUPTED OR LOSS OF BUSINESS; OR (C) LOSS OF REVENUE, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS. ALL LIABILITY OF AUDINATE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, RESELLER, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO YOU, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU TO ANY APPROVED SOURCE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.