These terms and conditions govern aspects of the upgrade and activation of Dante channels and other features on your device (including any Dante-enabled application running on that device).  Once accepted, they constitute a legal agreement.  Please read these terms and conditions carefully.  If you do not agree to these terms and conditions you will not be able to upgrade or activate channels and features on your device.

These terms and conditions cover:

These terms and conditions are between Audinate Pty Ltd ACN 120 828 006, an Australian corporation, whose registered office is Level 7, 64 Kippax Street, Surry Hills, New South Wales, 2010, Australia (“Audinate”, “we”, “us” or “our”), and the end user of the relevant device (“End User”, “you”, “your”).

Upgrade and Activation of Channels and Features

You may upgrade or activate the number or configuration of channels and the features on your device in accordance with the options stipulated for that device in the Dante Activator tool.  Your upgrade options are determined by the manufacturer of your device or the publisher of the relevant app.

Upon confirmation of payment, and subject to your acceptance of and compliance with these terms and conditions, we will upgrade or activate the applicable channels and features on your device.

These channels and features may only be upgraded or activated on the device for which they were purchased.

Upgraded or activated channels and features are permanently associated with the device on which they were upgraded or activated.  Subject to any conditions imposed by the manufacturer of the device or the publisher of the relevant app,  if you lend, lease, transfer or sell your device to another person you may do so without deactivating the channels and features upgraded or activated by us, and those channels and features may continue to be used by the End User taking the benefit of that transaction.  However, if you lend or lease your device or otherwise authorize another End User to use the channels and features on your device without transferring full legal title in that device to them, you will remain responsible for their compliance with these terms and conditions and liable to us for any breach of these terms and conditions by them.

You may not attempt to circumvent, avoid, bypass, remove, deactivate, impair or otherwise defeat any encryption, code protection or copy protection technology protecting the Dante technology or in which the Dante technology is wrapped or with which it is otherwise associated, and you may not edit, modify, translate or create derivative works or adaptations of the Dante technology. In addition, you may not decompile, copy, reproduce, reverse engineer, disassemble or otherwise reduce the computer files in which the Dante technology is stored to a human-readable form.

By upgrading or activating additional channels and features on your device, you are certifying that you are not a national of any country to which Australia, the European Union, or the United States of America embargoes goods or services of the character the subject of these terms and conditions, and that you are not a person subject to any sanction which would preclude Audinate from entering into these terms and conditions with you or upgrading or activating the channels or features on your device.

Purchases and Payment

We may change the prices we charge for upgrades or activation at any time.

Sales taxes and any other applicable taxes or charges will be added at payment as deemed required by us or our third party payment provider.

Your chosen payment method will be debited in the currency indicated at the time of payment.

Currency conversation, if available, is based on geolocation and/or your selection and converted from United States dollars.  There may be some rounding.

You authorize us or our third party payment provider to debit your chosen payment method the relevant amount.  We reserve the right to correct any errors in payment including by debiting your chosen payment method even after we have requested or accepted the erroneous payment.

We reserve the right to refuse or prohibit any upgrade or activation if it appears to us in our unfettered discretion that the relevant upgrade and activation would constitute or involve a breach of these terms and conditions.

Refund policy

All upgrades and activations are final and no refund will be issued except as otherwise provided for in these terms and conditions or as required by consumer protection law.

We will not provide a refund for the loss of use of channels and features by reason of the loss, damage, failure, deletion, corruption or destruction of the relevant device.

Reactivation and portability

The channels and features activated on any given device are permanently associated with that device.  Channel upgrades and activations are not personal to the individual who purchased them.  Activated channels and features are not transferrable to another device except in accordance with these terms and conditions.

If the use of channels or features upgraded or activated by us is lost by reason of the use of the device or app in accordance with the conditions of sale and use of that device or app and the manufacturer’s or publisher’s guidance for use of that device or app, or, if there are no such conditions or guidance, in accordance with the use of the device or app reasonably contemplated at the time of purchase of your device, including for example as result of a firmware upgrade or factory reset, then you may reactivate those channels and features though Dante Activator.

We may, in our unfettered discretion, agree to reactivate channels and features on a repaired device or updated or patched app or port channels and features to a replacement device for example if the relevant device is repaired or replaced under warranty.  Please contact your device manufacturer or the publisher of the app.

Deactivation

We may deactivate channels and features activated by us:

You agree that, in the event we deactivate channels and features activated by us, you will take all steps and do all things necessary to ensure that those channels and features are deactivated and not reactivated and that your device is restored to its pre-activation state to the extent reasonably practicable.

If we deactivate channels and features activated by us pursuant to these terms and conditions we may, in our unfettered discretion, refund the purchase price for those channels and features.

Intellectual Property Rights

Audinate’s Dante technology (and all intellectual property rights that subsist in the Dante technology, including without limitation copyright, trade marks, patents, design rights and all other forms of intellectual property) are owned by Audinate or its licensors and protected by law.

The upgrade or activation of channels and features on your device does not constitute a transfer of any intellectual property rights.  All right, title and interest in and to the intellectual property rights and all copies thereof shall remain with the manufacturer, publisher, or other entity which licenses those rights in relation to the relevant device, their licensors, or Audinate or its licensors, as the case may be.

Only to the extent the End User is not otherwise licensed to use the Dante technology and only as strictly necessary, if necessary at all, to permit the End User to have the use of additional channels and features on the relevant device validly purchased in accordance with these terms and conditions, Audinate grants, subject to these terms and conditions, a revocable, non-exclusive, non-sublicensable, non-transferable except in the event of transfer of ownership of the relevant device, limited license to install and use the Dante technology in object code form only on the relevant device and to use the documentation provided with the Dante technology only in conjunction with the use of the Dante technology.

The End-User acknowledges that the Dante technology 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 Dante technology, or merge the Dante technology into any other technology.  The End-User may not upload or post the Dante technology on a network, bulletin board, intranet, extranet or web site.  The End-User may not sublicense, rent, lease (including without limitation multi-tenancy, combining users or wide-use cases on single large instances), loan, timeshare, host, clone or re-use instances or make multiple instances available, transfer or assign the Dante technology, or otherwise make the Dante technology available to any third party, whether directly, virtually, in the cloud or otherwise, or act as a facility manager or service bureau or closing or automated image construction market place with respect to the Dante technology.  The End-User shall not disclose, provide, or otherwise make available trade secrets or copyrighted material subsisting in the Dante technology 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 Dante technology.  The End-User shall not remove any copyright or other proprietary marking or legend included in the Dante technology.  For the avoidance of doubt, no modification or distribution rights are granted to the End-User for the Dante technology.

The End-User agrees to allow Audinate, or an appropriate third party appointed by Audinate, to audit the End-User’s compliance with these terms and conditions.

Privacy

When you use Dante Activator and when we upgrade or activate channels and features on your device, we collect and process information about you.  The type of information we collect depends on the type of device you have and the information you provide to us during upgrade and activation.  By agreeing to these terms and conditions you consent, to the degree necessary, to the collection and processing of that information as outlined below.

What information do we collect?

Name and contact information.  Where you provide us with your name and contact information, we collect this and we also associate it with the other information such as device information which we collect as described below.

Audinate membership.  If you are an Audinate member we collect your Audinate membership details and associate that with your name and contact information and with other information such as device information which we collect as described below.

Billing information.  We do not retain your billing information.

Device information.  As described below, we collect information from and about your device, and the computers, operating system, network and other devices that you use with your device.  Information that we collect includes:

Your usage. We collect information about how you use your device, including the system and networking settings in use, and the type of devices which you connect your device to. For example, we may access log files from your device or other devices connected to it to ascertain when and how you use Dante technology.

How do we use that information?

We may use the information we collect:

Who do we share information with?

Manufacturer or publisher.  We may share the information that we have with the manufacturer of your device or publisher of the relevant app to enable them to associate the information we collect from you and the channels and features which have been activated on your device with the information they have about you or about that device.  Please contact the manufacturer or publisher for information about how they handle your information.

How do we operate and transfer data as part of our global services?  We may share information globally, both internally within the Audinate Group, and externally with the manufacturer or publisher of your device. Your information may, for example, be transferred or transmitted to, or stored and processed in Australia, or the United States, or other countries outside of where you live for the purposes described in these terms and conditions.  These data transfers are necessary to conduct the activities described above in the section “How do we use that information?”.

Some features of the Dante technology require connection to the internet. In particular the Dante technology may contact Audinate servers for the purposes of checking for firmware / Dante technology update(s), and/or for providing the information described above in the section, “What information do we collect?”.

Other information collected by Audinate in the course of upgrade or activation or your use of your device or Dante Technology will be handled in accordance with Audinate’s privacy policy which may be read at www.audinate.com/privacy.

Changes to these terms and conditions

Audinate reserves the right to change the terms and conditions of upgrade and activation at any time, and, unless otherwise indicated, or unless the context otherwise requires, the new terms and conditions will apply to any upgrade or activation made after such change comes into effect.

Transfer of rights

In the event you transfer the title to your device to another person, these terms and conditions will transfer too and, by using the channels and features activated on that device by us, the new owner agrees to be bound by these terms and conditions.  You agree to notify the new owner of these terms and conditions and obtain their agreement, on our behalf, to comply with the End User’s obligations under them.  To the extent you fail to obtain that agreement or that agreement is not enforceable by us against the successor in title, you will remain liable to us for any breach of these terms and conditions by any End User.

Warranties and limitation of liability

Unless otherwise specified by Audinate, Audinate is not the supplier or manufacturer of the Dante technology for the purposes of these terms and conditions or for consumer protection law purposes.  The Dante technology incorporated in your device is supplied by the manufacturer or publisher and by any reseller from whom you purchased your device.

Audinate’s warranty obligations to End-Users are restricted to those which cannot be excluded in consumer protection law and as relates to the upgrade or activation of the Dante technology on your device only.

Unless otherwise provided for in consumer protection law, your remedies for any breach of Audinate’s warranty obligations are limited to the re-activation of the relevant channels and features on your device.

Specifically, Audinate does not warrant that the Dante technology incorporated in your device, once upgraded or activated, will operate in accordance with the manufacturer’s or publisher’s description or specifications nor meet any particular standard of merchantability or fitness for purpose.

AUDINATE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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 DANTE TECHNOLOGY OR OTHERWISE, EVEN IF IT 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 PRICE PAID TO AUDINATE FOR THE UPGRADE OR ACTIVATION THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. NOTHING IN THESE TERMS AND CONDITIONS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Governing law and jurisdiction

These terms and conditions, as well as any transaction herein described and/or in relation with any upgrade or activation of Dante technology are governed, construed and enforced in accordance with the law of New South Wales. In the case of any dispute, the courts of New South Wales will have non-exclusive jurisdiction.