End User License Agreement
PLEASE READ THESE LICENCE TERMS CAREFULLY BEFORE PURCHASING A DIGITAL DOWNLOAD (PRODUCT) FROM OUR WEBSITE www.celestioplus.com (our site).
BY BUYING THE PRODUCT YOU AGREE TO BOUND BY THESE TERMS (LICENCE). IF YOU DO NOT AGREE TO THESE TERMS DO NOT BUY THE PRODUCT.
The Product is licensed, not sold, to you by us for use under the terms of this License and we reserve all rights to expressly granted to you. The terms of this Licence will also govern any upgrades provided by us that replace and/or supplement the original Product, unless any such upgrade is accompanied by a separate license in which case the terms of that license will govern.
To the extent that any Product may be used to reproduce materials, including third party materials, it is licensed to you only for re-production of non-copyrighted materials, materials in which you own the copyright or materials in which you are authorised or legally permitted to reproduce.
Who we are and what this Agreement does
We, GP Acoustics (UK) Limited of Unit 111, Claydon Business Park, Great Blakenham, Ipswich, Suffolk IP6 0NL, subject to the terms and conditions of this License, grant you a limited non-exclusive License to install and use any Product(s) purchased from our site pursuant to our Terms and Conditions of supply.
To the extent that the Products(s) may be used to reproduce materials, such use is limited to the re-production of non-copyrighted materials, materials in which you own the copyright or materials in which you are authorised or legally permitted to reproduce. You may not make any Product available over a network where it could be used by multiple computers at the same time. With the exception of “SpeakerMix” and all its variants, whereby provided license seats may be activated on individual workstations under the constraints of the software licensed only to the users CelestionPlus account credentials. You may make one copy of the Product in machine-readable form for backup purposes only, provided that the backup copy includes all copyright or proprietary notices contained on the original.
How to tell us about problems
Contacting us (including with complaints). If you think the Product is faulty or misdescribed or wish to contact us for any other reason you can telephone or write to our customer service team at GP Acoustics (UK) Limited, Claydon Business Park, Great Blakenham, Ipswich, Suffolk, IP6 0NL. +44 1473 835300, firstname.lastname@example.org.
How we will communicate with you. If we have to contact you we will do so by email, by SMS or by pre-paid post, using the contact details you have provided to us.
In return for your agreeing to comply with these terms you may:
- Use the software under the terms of the provided license seat activations for personal purposes only and not re-distribute the software or any pertaining licenses to a third party.
- provided you comply with the license restrictions, make one copy of the Product for back-up purposes; and
- receive and use any free supplementary software code or update of the Product incorporating “patches” and corrections of errors as we may provide to you.
You must be 18 to accept this License and buy a Product
You must be 18 or over to accept this License and buy a Product.
You may not transfer a Product to someone else
We are giving you personally the right to use the Product as set out above. You may not otherwise transfer the Product to someone else, whether for money, for anything else or for free. If you sell any device on which the Product is installed, you must remove the Product from it from the device prior to selling or transferring the device to any third party.
If someone else owns the phone or device you are using
If you download any Product onto any computer, phone or other device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.
We may collect technical data about your device
If you choose to allow diagnostic and usage collection, you agree that we and any of our subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about your computer, system and application software, and peripherals, that is gathered periodically to provide and improve our products and any other service to you (if any) related to our Products, and to verify compliance with this License. We may use this information, so long as it is collected in a form that does not personally identify you, for the purposes described above.
We are not responsible for other websites you link to
The Product may contain links to other independent websites which are not owned, controlled or otherwise provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them. We are not in any way responsible for your purchase of any products or services offered by or through any third party website.
You agree that you will:
- not rent, lease, sub-license, redistribute, loan, provide, or otherwise make available, the Product in any form, in whole or in part to any person without prior written consent from us;
- not copy the Product, except where it is necessary for the purpose of back-up or operational security;
- not translate, merge, adapt, vary, alter or modify, the whole or any part of the Product nor permit the Product or any part of it to be combined with, or become incorporated in, any other programs or digital content, except as necessary to use the Product on devices as permitted in these terms;
- not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Product nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Product to obtain the information necessary to create an independent program that can be operated with the Product or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
- is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
- is not used to create any software that is substantially similar in its expression to the Product;
- is kept secure; and
- is used only for the Permitted Objective;
- comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Product.
In the U.S.:
You agree that you will not:
- copy, modify, create or attempt to create derivative works or improvements of any Product, or any portions thereof, to any person without prior written consent from us;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Product, or any portions thereof, to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
- translate, disassemble, reverse engineer, decompile, or decode any Product, or any portions thereof, or otherwise attempt to determine source code or protocols from any Product;
- attempt in any way to circumvent, bypass or otherwise interfere with any security precautions or measures relating to any Product or any portions thereof;
- damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner any Product or any portions thereof;
- remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Product or any portions therof and including any copies thereof;
- access or use any Product in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right (including registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world) or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other customer or ours) or that violates any applicable law; or
- otherwise access or use any Product, or any portions thereof, beyond the scope of the authorization granted in this License.
You acknowledge, understand and agree that violation of the provisions of this section may cause us irreparable injuries and, in addition to the other remedies available to us under this Agreement, we shall be entitled to injunctive relief to prevent or discontinue any such violation, which shall be in addition to, and in no way in limitation of, any and all remedies or rights to recover damages we may have at law or in equity for the enforcement of such provision and/or for breach of this Agreement by you. Further, you shall bear all costs, expenses and damages, including, but not limited to, attorneys’ fees, incurred by us in connection with the enforcement of such provision.
Acceptable use restrictions
- not use the Product in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Product or any operating system;
- not infringe our intellectual property rights or those of any third party in relation to your use of the Product (to the extent that such use is not licensed by this License);
- not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Product;
- not use the Product in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
- not collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running any service relating to our provision of the Products.
Intellectual property rights
All intellectual property rights in the Product throughout the world belong to us and the rights in the Product are licensed (not sold) to you under the terms and conditions of this License. You have no intellectual property rights in, or to, the Product other than the right to use them in accordance with this License.
Our responsibility for loss or damage suffered by you
We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms 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 you accepted these terms, both we and you knew it might happen.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
When we are liable for damage to your property. If any defective Product 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.
We are not liable for business losses. The Product is for domestic and private use. If you use the Product for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
Limitations to the Product. Any Products are provided for general information and entertainment purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from any Product. Although we make reasonable efforts to update the information provided by any Product, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
Please back-up any Product. We recommend that you back up any digital content, to protect yourself in case of problems in the future.
Check that the Product is suitable for you. The Product has not been developed to meet your individual requirements. Please check that the Product meets your requirements.
We are not responsible for events outside our control. If our provision of the Product is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Product you have paid for but not received.
In the U.S.:
WARRANTY DISCLAIMER. OUR WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO OTHER WARRANTIES WITH RESPECT TO OPERATION OF ANY PRODUCT. WE DO NOT WARRANT THAT ANY PRODUCT WILL OPERATE “BUG” FREE, OR THAT THE FUNCTIONALITY OF THE ANY PRODUCT WILL MEET YOUR REQUIREMENTS, EVEN IF WE HAVE BEEN INFORMED OF SUCH REQUIREMENTS.
Limitation of Liability. OUR aggregate liability hereunder for damages concerning ANY PRODUCT or in any way related to this Agreement shall not exceed the fees received by US FROM YOU hereunder, regardless of whether any such claim is based on contract, tort, strict liability, product liability or otherwise. WE shall not be responsible for, and shall not pay, in any event, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether WE WERE advised of the possibility of such losses in advance. WE shall not be responsible for any costs or damage associated with the loss of use of ANY PRODUCT, OR PORTIONS THEREOF, or any other resources, loss of business or profits, any loss of data, any third party claims or costs of substitute proDUCTS. Further, WE shall have no liability for any hardware, software or data stored or used with ANY PRODUCT, including the costs of repairing, replacing or recovering such hardware, software or data.
Indemnification. You hereby indemnify, defend, and hold us and our affiliates and our officers, directors, owners, agents, information providers, licensors, and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs (including reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the terms of this Agreement and the grant of License hereunder. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
We may end your rights to use the Product if you break these terms
We may end your rights to use the Product at any time by contacting you if you have broken these terms in a serious way. Your rights under this License will terminate automatically without notice from us if you fail to comply with any term(s) of this License. Upon termination of this Licence, you must cease use of the Product and destroy all copies, full or partial. If what you have done can be put right we will give you a reasonable opportunity to do so.
If we end your rights to use the Product:
- You must stop all activities authorised by this License, including your use of the Product.
- You must delete or remove the Product from all devices in your possession and immediately destroy all copies of the Product which you have and confirm to us that you have done this.
We may transfer this Agreement to someone else
We may transfer our rights and obligations under this License to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
You need our consent to transfer your rights to someone else
You may only transfer your rights or your obligations under this License to another person if we agree in writing.
No rights for third parties
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement is personal to you. This Agreement, and the grant of License herein, does not give rights to any third parties to enforce the terms of this Agreement.
If a court finds part of this contract illegal, the rest will continue in force
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing this contract, we can still enforce it later
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this License, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Which laws apply to this contract and where you may bring legal proceedings
These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
In the U.S.: This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey in the United States of America, excluding its conflict of law rules. You understand, acknowledge and agree that any action relating to this Agreement or any Product licensed hereunder shall be venued solely in the courts of the State of New Jersey in the United States of America and you expressly consent to the jurisdiction and venue of such courts.
Alternative dispute resolution
Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to The Ombudsman Service Ltd via their website at http://www.ombudsman-services.org; www.consumer-ombudsman.org. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
In the U.S.: Alternative dispute resolution, including, but not limited to arbitration or mediation, shall only be available upon our express written consent.