This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Physical Audio Ltd a company incorporated in England & Wales (with company number 09480306) whose registered office is situated at 15 Heath Park Road, Romford, London, RM2 5UB. We licence use of the software to you on the basis of this Licence. We do not sell the software to you, and we remain the owners of the software at all times. An internet connection is required in order to activate the licence for a given installation of the software.

1. Grant and scope of licence

1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the software on the terms of this Licence.

1.2 You may activate the software on up to three machines. These activations are non-transferable. Any further activations are entirely at our discretion. An activation is defined as unlocking the demo mode of the plugin to access the full feature set on a single user account of a machine. 

2. Restrictions

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

2.1.1 not to copy the Software 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 sell, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or attempt to do any of the foregoing acts;

2.1.3 not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

2.1.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:

2.1.4.1 is used only for the purpose of achieving inter-operability of the Software with another software program; and

2.1.4.2 is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

2.1.4.3 is not used to create any software which is substantially similar to the Software;

2.1.5 to keep all copies of the Software secure and to maintain accurate and up-to date records of the number and locations of all copies of the Software;

2.1.6 where you are acting as a business, to supervise and control use of the software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

2.1.7 to include our copyright notice on all entire and partial copies you make of the software on any medium; and

2.1.8 not to provide, distribute or otherwise make available the Software in whole or in part (including but not limited to individual sound effects or samples of the instruments, program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and

2.1.9 not to use the Software via any communications network or by means of remote access, save where you are acting as a business to and providing your employees and representatives with access to the Software, provided always that you ensure that they comply with the foregoing terms of this condition 2.1.

3. Intellectual property rights

3.1 You acknowledge that all intellectual property rights in the software anywhere in the world are owned by or licensed to us, that rights in the software are licensed (not sold) to you, and that you have no rights in, or to, the software other than the right to use them in accordance with the terms of this Licence.

3.2 You acknowledge that you have no right to have access to the software in source code form or in unlocked coding or with comments.

4. Limited warranty

4.1 We warrant that:

4.1.1 the software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the documents; and

4.1.2 that the documents correctly describe the operation of the software in all material respects, for a period of 90 days from the date of installation of the Software (“Warranty Period”).

4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the software as a result of which it fails to perform substantially in accordance with the documents, we will, at our sole option, either repair or replace the software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

4.3 The warranties set out in condition 4.1 do not apply:

4.3.1 if the defect or fault in the software results from you having amended the Software; and

4.3.2 if the defect or fault in the software results from you having used the Software in contravention of the terms of this Licence.

4.4 If you are a consumer, the warranties set out in condition 4.1 are in addition to your legal rights in relation to software that is faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

5. Limitation of liability if you are a consumer user

5.1 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 documents meet your requirements.

5.2 If you are a consumer, we only supply the software and documents for domestic and private use. You agree not to use the software and documents for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

5.3 Our maximum aggregate liability under or in connection with this Licence whether in contract, delict (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to one hundred percent of the licence fee payable by you for the software. This does not apply to the types of loss set out in section 8.

5.4 Nothing in this Licence shall limit or exclude our liability for:

5.4.1 death or personal injury resulting from our negligence;

5.4.2 fraud or fraudulent misrepresentation; or

5.4.3 any other liability that cannot be excluded or limited by law in England & Wales.

6. Termination

6.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

6.2 Upon termination for any reason:

6.2.1 all rights granted to you under this Licence shall cease;

6.2.2 you must immediately cease all activities authorised by this Licence; and

6.2.3 you must immediately delete or remove the software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

7. Communications between us

7.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail to support21@physicalaudio.co.uk. We will confirm receipt of this by contacting you in writing, normally by e-mail.

7.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the software.

7.3 If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

8. Events outside our control

8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2.

8.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

8.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

8.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

9. Other important terms

9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing in advance of any such transfer.

9.3 If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.

9.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

9.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

10. Refunds

10.1 The purpose of a Product Licence is to allow the licensee to unlock the demo mode of the named product. 

10.2 A refund of a purchase will be granted only in the case where it can be shown that the named product fails to be activated in accordance with the activation limit of three machines per licence.