End User License Agreement (EULA) - Dubler 2

This end user licence agreement (“EULA) is a legal agreement between you (“you”, “your”) and Vochlea Music Ltd (company number 10569561) of Vochlea Music LTD, 85 Great Portland Street, First Floor, London, W1W 7LT (“we” “us”, “our”) for:

We license use of the Software and Documentation to you on the basis of this EULA. We do not sell the underlying rights in the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.  
Our Terms and Conditions may also apply 
Where you have paid for the Software (i.e. you have not received a free trial) you are additionally governed by our Terms and Conditions which can be accessed from our website at https://vochlea.com/legals/terms-and-conditions (the “Terms and Conditions”). If there is a conflict between this EULA and the Terms and Conditions then the Terms and Conditions shall take precedence.

 1.1 Paid licence. If you are using a paid licence (e.g. you have purchased access through our website or have purchased a studio kit which includes an activatable licence key) then the terms of your licence are governed by our Terms and Conditions as well as this EULA. Once the contract between you and us takes effect, we immediately grant you a non-exclusive, non-transferable, non-sublicensable right to use the Software and the Documentation on the terms of this EULA and the Terms and Conditions. The licence will continue indefinitely unless we exercise our rights to terminate the licence (as set out in clause 5 (Termination) below and in the Terms and Conditions).

1.2 Trial licence. If you are not using a paid licence then, in consideration of you agreeing to abide by the terms of this EULA, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable right to use the Software and the Documentation on the terms of this EULA and if:

1.2.1 you have activated a fixed duration free trial (for example, a 7 day free trial), then the licence will last for the specified duration from the date you first use the Software; or

1.2.2 we have offered you a longer trial (for example, an artist licence), the licence will last for the duration we have told you it will,

unless we exercise our termination or revocation rights under this EULA at an earlier date.

1.3 Revocation of trial licences. If you have received a trial licence then, in addition to the termination rights we have under this EULA, we may revoke your licence at any time by notice to you. We do not need to give a reason to revoke your licence and we shall have no liability to you for doing so. We do not revoke paid licences (although we may terminate them in accordance with clause 5 below and our Terms and Conditions)

1.4 Permissions. You may: 

1.4.1  install the Software on up to two devices simultaneously but you may only use the Software on one device at a time. You may transfer the software between devices provided you do not exceed two simultaneous installations per licence;

1.4.2 1.4.2 use of the software is permitted for both personal and professional purposes; where you are the end user. For example, you can use the software to make music for personal, professional and commercial use. However, you must not resell the software or charge others to use it; 

1.4.3 provided you comply with the provisions in clause 2 (Restrictions) below, you may make a single copy of the Software for back-up purposes;

1.4.4 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 (but see clause 1.5 (Updates)); and

1.4.5 use any Documentation in support of the usage permitted by this clause 1.4. You may also make a single copy of the Documentation if reasonably necessary for its lawful use.

1.5 Updates. We may update or require you to update the Software from time to time, provided that we shall not remove its core functions.

2.1 Except as expressly set out in this EULA or as permitted by any local law, you undertake:

2.1.1 not to copy the Software or Documentation, 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;

2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

2.1.3 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software 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 Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities:

2.1.3.1 is used only for the Permitted Objective;

2.1.3.2 is not disclosed or communicated without our 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

2.1.3.3 is not disclosed or communicated without our 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

2.1.4 to keep all copies of the Software secure;

2.1.5 to include our copyright notice on all entire and partial copies of the Software in any form;

2.1.6 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; and

2.1.7 to comply with all applicable technology control or export laws and regulations.

3.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this EULA.

3.2 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this EULA.

4.1 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 this EULA 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 EULA was made, both we and you knew it might happen.

4.2 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.

4.3 When we are liable for damage to your property. 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.

4.4 We are not liable for business losses. The Software is for domestic and private use. If you use the Software 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.

4.5 The Software is not bespoke. You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

5.1 We may terminate this EULA (including the underlying licence) immediately by written notice to you if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. If:

5.1.1 you are using a paid licence then this termination right is in addition to any termination rights we have under our Terms and Conditions; or

5.1.2 you are using a trial licence then this termination right is in addition to our revocation right under clause 1.3 (Revocation of trial licences) above.

5.2 Upon termination for any reason:

5.2.1 all rights granted to you under this EULA shall cease; 

5.2.2 we will deactivate all licences associated with accounts in your name or which we reasonably suspect are associated with you;

5.2.3 you must cease all activities authorised by this EULA; and

5.2.4 you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

6.1 If you wish to contact us in writing, or if any clause in this EULA requires you to give us notice in writing, you can send this to us by email or by pre-paid post to Vochlea Music Ltd at help@vochlea.co.uk or Vochlea Music LTD, 85 Great Portland Street, First Floor, London, W1W 7LT.

6.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us. If we do not hold contact information for you (e.g. because you received the licence as a gift) then we may contact you directly via the software.

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is set out in our Privacy Policy which you can access from https://vochlea.com/legals/privacy-policy.

8.1 We may transfer this EULA to somebody else. We may transfer our rights and obligations under these terms to another organisation. We will tell you in writing if this happens.

8.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under this EULA to another person if we agree to this in writing.

8.3 Nobody else has any rights under this EULA. This EULA does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA.

8.4 Even if we delay in enforcing this EULA, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this EULA, 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. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

8.5 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by the law of England and Wales and you can bring legal proceedings in respect of the Software and Documentation in the English courts.