Software End-User License Agreement
by and between
Frequture UG (haftungsbeschränkt)
Seat address: 97225 Zellingen, Eichenstr. 4, Germany
VAT ID: DE326010660
(“Frequture”, “Frequture UG (haftungsbeschränkt)”)
Individual or Organization installing Frequture UG (haftungsbeschränkt) software
Important – to the attention of User: Please read this license agreement (‘License’, ‘Agreement’) carefully before using any Frequture product. Installing, copying, or otherwise using this product indicates your acknowledgment that you have read this license and agree to be bound by and comply with its terms. If you do not agree, do not install, copy or use the product, and please also delete all copies from your computers, and notify Frequture support (firstname.lastname@example.org) who will deactivate your license.
Attention: This is a license, not a sale. This product is provided to User under the following terms and conditions which define what User may do with the product. The terms and conditions also include limitations on warranties and/or remedies.
Proof of license: The proof of license is the physical or electronic copy of the invoice in User’s possession. In the absence of that, User must either have a special license agreement or an academic program agreement, or fall in a valid trial period of the software. In the latter case, the proof of license is the copy of the e-mail User receives from Frequture when signing up for the product trial.
Valid without signature: This license agreement is valid without express signature by either party.
A. GRANT OF LICENSE
1 Frequture UG (haftungsbeschränkt) grants User the license to use one computer program or several computer programs that belong to the Frequture product family (“Product”). The Product is computer software, consisting of program code and application programming interfaces, as well as any images, photographs, templates, animations, video, audio, music, text and add-ins incorporated into the software, and online or electronic documentation.
2 Frequture UG (haftungsbeschränkt) grants User a license to use the Product in accordance with the terms of this License Agreement for an unlimited time or until the expiry of your license.
3 License expiry: The license will expire if User acquired the Product in one of the following manners:
a) User enrolls in a free trial period of the Product, and does not purchase a perpetual – non-expiring – license during or at the end of the trial period. The length of the trial period depends on the type of product, and is indicated on the corresponding download page. The expiry is always counted from the date of the first activation, i.e. the day the license for the Product was first requested from the Frequture activation server over the internet;
b) User acquires the license through subscription or a lease. In this case, the license expires on the last day of the current subscription or lease period unless the subscription fee is paid for one or more subsequent periods, or else if the lease is extended and the associated fees are paid;
c) User enters into a special, individual agreement with Frequture UG (haftungsbeschränkt), and the agreement specifies an expiry date;
d) User is an educational institution or facility, and enters into an Academic Program Agreement with Frequture UG (haftungsbeschränkt). The Academic Program Agreement requires that the licenses be renewed once each academic year. In this case, User receives Academic Licenses which are valid from the beginning of an academic year till the day before the beginning of the next academic year. The beginning of the academic year is defined by User’s own rules or the law of User’s territory.
4 Different license types enable different functionality of the Product, and User is only entitled to use the functionality that license type(s) allow. In case User has multiple valid licenses for one computer, User can use the functionality granted by the highest-level license.
B. SCOPE OF AGREEMENT
5 If User has different types of licenses, this license agreement covers all types and all terms and conditions herein apply to all licenses in User’s possession. Any supplemental software code and supporting materials provided to User by Frequture shall be considered part of the Product and subject to the terms and conditions of this License Agreement.
6 This End-User-License Agreement (‘Agreement’) applies to the Product that User installs on a device in the exclusive use by User or their organization. The Agreement shall not apply to any Products you use in a Software-as-a-Service (SaaS) offering, hosted by Frequture, on a device that is not in User’s exclusive use. For SaaS services, please refer to the General Terms and Service, which describe the services offered by Frequture UG (haftungsbeschränkt). The General Terms of Service are available on the frequture.net website, in the Legal section.
C. INTELLECTUAL PROPERTY AND DECLARATION OF OWNERSHIP
7 The Product is intellectual property protected by copyright and associated rights. Frequture UG (haftungsbeschränkt) represents and warrants that it is lawfully in possession of the granted usage rights, and that no third parties have such rights that would limit or block the usage rights granted herein. Furthermore, if a third party claims to have any such restrictive demands, Frequture shall, directly or through an authorized agent, intervene in defense of the lawful rights of User.
8 Frequture UG (haftungsbeschränkt) reserves all rights not expressly granted to User in this Agreement. In particular, Frequture retains the ownership or sublicense rights, as well as any other rights relating to intellectual property involved in the Product.
9 The product contains third-party software from several sources. Frequture UG (haftungsbeschränkt) represents and warrants that it has obtained all necessary rights and licenses to incorporate, use, package, and redistribute each third-party software component. The ownership and the right of authorship of the intellectual property remains at the respective owners or authors of each third-party component. The third-party software components are listed (if existing) in a separate document, delivered with the Product.
D. USER’S RIGHTS
10 For non-server Products: User may install and use the Product with the functionality of the most extensive active license on as many workstations as the number specified in the license purchase. User may use the Product with a specific license until the license expires (if it has an expiry date, see paragraph A.3.b).
11 User may store a copy of the installation file of the Product on a storage device, such as a network server, used only to install the Product on other computers over an internal network; however, User must acquire and dedicate a license for each separate computer on which the Product is installed from the storage device.
12 For each server license User has, User may install and use the Product on any single computer, including an internal or external web server in User’s organization. If the license is time-limited, User may use the Product until the license expires. The Product may consist of several components. In this case, User may install the components on separate computers, according to technical requirements. User may not install the same component on multiple computers.
13 User may make one copy of the installation file of the Product for archive or backup purposes.
14 User may transfer the Product to another organization or individual. When this happens, User must also transfer all usage and license rights under this License. User must cease to use the Product under the license, and report this event to Frequture UG (haftungsbeschränkt). User must also ensure that the recipient, organization or individual, agrees to the terms of this License.
15 The Product may contain one or more Application Programming Interfaces (APIs), complete with a Software Developer’s Kit (SDK). User may use these APIs and the SDK to build program code and software components based on the Product. User may use the SDK, the sample files, and the derived code internally only, for productivity purposes within User’s own organization.
16 User may not distribute any code or software component built from the APIs and the SDK (see Paragraph 17) without the prior written consent of Frequture UG (haftungsbeschränkt).
17 User may not use the Product or make copies of it in any other manner than permitted in this Agreement.
18 User may not translate, reverse engineer, decompile, disassemble, or reuse parts of the Product except to the extent that the foregoing restriction is expressly prohibited by applicable law.
19 User may not rent, lease, loan, sublicense, assign, resell, distribute and disseminate or transfer the Product except as permitted in Paragraph 14 above.
20 User may not modify, reproduce, alter, change, transmit the Product or merge all or any part of the Product with other software product, code, or component.
21 User may not create and distribute software products of any kind using any of the components or application programming interfaces of the Product. This license can only be used for User’s own productivity purposes, within User’s organization and its affiliates. If User aims to create independent software products using the Product’s components, User must contact Frequture UG (haftungsbeschränkt) in order to conclude a separate redistribution or partnership agreement.
22 No competition: User represents and warrants that they are not a direct competitor of Frequture UG (haftungsbeschränkt), or affiliated with a direct competitor of Frequture in any manner. For the purpose of this License, a ‘competitor’ is an organization that develops and offers technology of the same kind (i.e. audio software, synthesizer sound banks, multimedia computer programs) as Frequture. ‘Affiliated’ means one of the following: one party owned by the other (either in full or in part); one party controlling another; one party having an employee or contractor who is a board member or executive officer in the other party; parties that have explicit and exclusive partnership agreements. If Frequture receives evidence that User is, or aims at, providing technology of the same kind (i.e. audio software, synthesizer sound banks, multimedia computer programs) as Frequture to third parties, or is or plans to be affiliated to such an organization, Frequture may terminate the Service with immediate effect, without refunding any license fees. Parties may agree to waive this restriction individually, by means of a written notice issued by Frequture.
F. THIRD-PARTY MODULES (PLUGINS) AND THIRD-PARTY ONLINE SERVICES
23 This Agreement does not automatically grant a license to use any third-party modules (plugins). User needs to consult the license terms of the third-party module with the author or distributor of the module.
24 This Agreement does not grant access to any third-party online services that are accessible through plugins or other third-party modules. User needs to register and – where applicable – subscribe to any such online service with the owner or operator of the service.
25 No liability for third-party services: When using third-party modules or services, User is in direct agreement with the author, distributor, owner, or operator of the modules or services. Frequture UG (haftungsbeschränkt) is expressly exempted from any liability for the operation of any third-party modules or services. However, if Frequture is made aware of damages caused by a third-party module or service, they will make every effort to prevent further damages, or to prevent the future use of such modules or services.
26 This Agreement shall terminate in one of the following events:
a) The license is time-limited, and it expires, and User has no other valid licenses;
b) User fails to comply with all terms and conditions herein, and User’s fault, misconduct, or negligence can be proved;
c) User decides to return the license to Frequture UG (haftungsbeschränkt);
d) User and Frequture UG (haftungsbeschränkt) mutually agree to terminate the Agreement.
e) Frequture UG (haftungsbeschränkt) determines that the Agreement is against Frequture’s lawful business interest, and thus terminates the Agreement. Frequture must provide sufficient reason and evidence for such termination, and send a 30-day termination notice. Parties may agree to the partial refund of license fees.
27 In the event of termination of this Agreement, User must cease to use all copies and licenses of the Product, and provide proof to Frequture UG (haftungsbeschränkt) if Frequture requests it.
H. LIMITED WARRANTY
28 Frequture UG (haftungsbeschränkt) warrants that the latest build of the Product version licensed under this End-User License Agreement will be available for download from the frequture.net website for one calendar year after a newer version is released.
29 Frequture UG (haftungsbeschränkt) shall offer limited warranty that the Product will essentially function as described in the product documentation and the Help pages. The warranty is not valid for deviations in the exact text items in the Product or nuances in the behavior of the Product.
30 The limited warranty is valid for the latest minor version and latest build of the two latest major versions. For example, if the latest two major versions are 5 and 6, and the latest minor versions and builds are 5.7.56 and 6.3.7, the warranty is valid if Licensee uses build 5.7.56 or 6.3.7. The latest builds of the two latest major versions are covered by warranty regardless of the time that passed since release or purchase.
31 The warranty is provided in the form of updates (service releases), which contain fixes for the known defects in the product. Service updates are available free of charge to User, provided that User has a valid license of the Product.
32 To report a defect in the Product, User may contact Frequture Product Support at email@example.com. User may report a defect even if they do not have a valid Support and Maintenance Agreement at the time of reporting.
33 User must use the Product in such a manner as allows User to fully comply with all terms and conditions of this Agreement, regardless of the version, seat count or user count of the Product.
34 User must provide and maintain a working environment where the Product can be used as intended by Frequture UG (haftungsbeschränkt). As part of the product documentation – and on the frequture.net website – Frequture UG (haftungsbeschränkt) publishes minimum technical requirements (‘system requirements’) for the environment where the Product can function as intended. Frequture shall not be liable for malfunctions or damages if the Product is used in an environment that does not meet the minimum requirements, or if the Product is used for a purpose in a manner other than intended by Frequture.
35 Except for the type of warranty described in Paragraphs 28 through 32, the Product is provided without any further warranties or conditions, express or implied, including, but not limited to, warranties of merchantable quality, satisfactory quality, merchantability or fitness for a particular purpose, or those arising by law, statute, usage of trade, course of dealing or otherwise. The entire risk as to the results and performance of the Product is assumed by User.
36 Neither Frequture UG (haftungsbeschränkt) nor its representatives or suppliers shall have any liability to User or any other individual or single entity for any indirect, incidental, special, or consequential damages whatsoever, including, but not limited to, damages for loss of goodwill, loss of revenue or profit, computer failure or malfunction, or the indirect loss or damage of data (this means data that are not directly associated with the Product) or other commercial or economic loss, or for any and all other damages or losses, even if Frequture has been advised of the possibility of such damages, or they are foreseeable. Furthermore, Frequture UG (haftungsbeschränkt) is not responsible for claims by a third party.
37 Frequture’s maximum aggregate liability to User and that of the representatives and suppliers of Frequture UG (haftungsbeschränkt) shall not exceed the amount paid by User for the license for the Product.
38 Frequture’s liability is expressly and entirely waived in the following cases:
a) if User is using a non-documented workflow or functionality, or
b) User was specifically advised against the workflow or methodology they are using, especially if User was warned of the potential damages, or
c) User has modified any of the Product’s configuration files in a way that is not documented in the Product’s Help system, unless explicitly instructed by Frequture’s Support services to do so, or
d) User previously rejected Frequture’s offer of consultancy, ‘sanity check’, training, or any other form of professional services, or ignored the advice or consultancy received from these services, or
e) User denies access to their systems to Frequture, or refuses or fails to supply sufficient data for Provider to diagnose and solve the problem, or
f) User prevents Frequture UG (haftungsbeschränkt) from accessing data, systems, or personnel necessary to investigate the warranty clam, or
g) User refuses, neglects or prevents the upgrade or the update of their systems to the latest supported version and build, provided that such upgrade or update was published and offered to User by Frequture UG (haftungsbeschränkt) in a timely manner.
39 In the event User’s territory or country does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to User.
40 The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
I. DATA REQUIREMENTS AND DATA PROTECTION
a) Full name or first and last name
b) A valid e-mail address where User must be reachable
c) Organization name if User is a legal entity
d) Type of organization
e) Telephone number
f) Location data: city and country
g) Billing address
42 Frequture UG (haftungsbeschränkt) shall have the right to attempt to verify the authenticity and correctness of the above details, through social media and other data sources.
44 Usage data collection: Frequture UG (haftungsbeschränkt) may collect data on how User uses the Product. Such data collection shall be anonymous, and the fact that data are being collected will always be clearly indicated.
46 Data processed by User using the Product: For such data, User shall be considered the data controller and the data processor, and User shall be exclusively responsible for the protection of these data.
47 Third-party modules (plugins) or online services connected through plugins may also collect data from User. These data are not collected by Frequture UG (haftungsbeschränkt), and Frequture shall not be responsible for the collection or processing of these data. User needs to consult the privacy policies of the respective owners of the modules or services.
J. SYNDICATED CONTENT, AND PRIVACY
48 Frequture UG (haftungsbeschränkt) shall have the right to send private communication to User’s registered e-mail address, communicating or asking for information related to User’s license or licenses.
K. MODIFICATION OF LICENSING TERMS
51 In the event the License terms change, User must, during the installation of a new version or build (service release) of the Product, accept the modified licensing terms before they can use the new version or build.
52 This License is the entire licensing agreement between User and Frequture UG (haftungsbeschränkt), superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement.
53 This License shall be governed by the German law and construed in accordance with the Civil Code of Germany. Any dispute regarding this End-User License Agreement shall be decided by a competent and authorized regular court of Germany.
54 If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect.
55 Parties agree that this License Agreement shall be valid without signatures.