
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Raw Material Software Limited (Licensor, us or we) for:

- The Projucer software and the associated media and, save where expressly specified through subsequent licence terms notified to you in writing, any and all new releases, derivatives of and updates thereto supplied by us to you for a period of one (1) month from the date of your installation of the software (the Software);

- printed materials and online and electronic documentation (Documentation). 

The Software is comprised of numerous components that may be licensed under separate licence terms. The Software is a collective work of the Licensor and we licence the use of the Software and Documentation to you on the basis of this Licence and any applicable licence terms for any third party software components which make up the Software. Where you deal with a copy of any software component independent from the Software, you must remove all our trade marks, trade dress and logos from that copy.  

We do not sell the Software or Documentation to you. We and/or our licensors remain the owners of the Software and Documentation at all times. If you are accepting the terms of this Licence on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Licence and, in such event, "you" and "Licensee" will refer to that company or other legal entity.

The Software may be downloaded from the Licensor website - www.juce.com - (the "Website").

OPERATING SYSTEM REQUIREMENTS: The Software requires a Windows or MAC OS X operating system.

IMPORTANT NOTICE TO ALL USERS: 

- BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. 

- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU AND YOU MUST DISCONTINUE THE INSTALLATION PROCESS.


You should print a copy of this Licence for future reference.

1. Grant and scope of licence

1.1. In consideration of you agreeing to abide by the terms of this Licence the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.

1.2. You may: 
   (a) install and use the Software for your internal business purposes on one central processing unit (CPU) per single user licence granted through this Licence;
   (b) provided it is used on only one computer at any one time, transfer the Software from one computer to another;
   (c) provided you comply with the provisions in clause 2, make a single copy of the Software for back-up purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software;
   (d) receive and use any free supplementary software code or update of the Software incorporating "patches", corrections of errors and software updates as may be provided by the Licensor from time to time;
   (e) use any Documentation in support of the use permitted under condition 1.2 and make a single copy of the Documentation as is reasonably necessary for its lawful use.
 
2. Restrictions
   Except as expressly set out in this Licence or as permitted by any local law, you undertake: 
   (a) not, in whole or in part, 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;
   (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
   (c) 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;
   (d) 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 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:
      (i) is used only for the purpose of achieving inter-operability of the Software with another software program;
      (ii) 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; and
      (iii) is not used to create any software which is substantially similar to the Software;
   (e) 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;
   (f) 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 other than your employees without prior written consent from us;
   (g) to comply with all applicable technology control or export laws and regulations.
   (h) 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;
   (i) not to charge or otherwise deal in the Software or any part or interest therein except as expressly provided herein;
   (j) not to use the Software for any illegal or immoral purposes;
   (k) not otherwise use, copy, transfer or distribute the Software or part of it, except as expressly permitted by this Licence, in any manner which is inconsistent with this Licence.

3. Fee

3.1. You may install and use a limited version of the Software (Demo Mode).

3.2.  Where you have purchased the JUCE 4 software on or after 1 November 2015 you shall be entitled to use the Software for free subject to your continued payment of the JUCE 4 software licence fee and the JUCE 4 licence terms.

3.3. Save as set out above, your right to use the Software shall be subject to payment of the Projucer Software licence fee.   

3.4. Where you have purchased a perpetual licence you agree to pay the licence fee as notified to you on the Website at the time you purchase the Licence. 

3.5. Where you have purchased an educational licence the fee shall be the fee as notified to you on the Website at the time you purchase the Licence and shall be payable for each academic year from the first day of the first full calendar month after the grant of the Licence and thereafter on the anniversary of that initial payment date.      

4. Intellectual property rights

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

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

4.3. The Software may contain certain third party licensed materials and our licensors may act to protect their rights in the event of any violation of this Licence.

5. Limited warranty

5.1. We warrant that, save as already set out above in relation to component parts of the Software, we own the Software and have the right to convey this Licence.

5.2. We shall have no obligation to provide support and maintenance services to you. You may participate in our online support forum in accordance with our forum policies in place from time to time. 

5.3. We do not warrant that your use of the Software will be uninterrupted or error free. 

6. Limitation of liability 

6.1. 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 Documentation meet your requirements.

6.2. Without prejudice to clause 5.4 below, you acknowledge that the Software is not designed or intended for use with on-line control equipment in hazardous environments requiring fail safe performance, such as in the operation of nuclear facilities, aircraft navigation, communication, or control systems, direct life support machines, weapons systems, or other uses in which failure of the Software could lead directly to death, personal injury or severe physical or environmental damage. 

6.3. Neither the Licensor nor its parent company, subsidiaries or employees shall in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Licence for any indirect, consequential or special loss or damage, including but not limited to, for:
   (a) loss of profits, sales, business, or revenue;
   (b) business interruption;
   (c) loss of anticipated savings;
   (d) loss or corruption of data or information;
   (e) loss of business opportunity, goodwill or reputation; 
   (f) any indirect or consequential loss or damage; or
   (g) any computer failure or malfunction, corruption to or loss of data or files, or any and all other commercial damage or loss. 

6.4. Nothing in this Licence shall limit or exclude our liability for:
   (a) death or personal injury resulting from our negligence;
   (b) fraud or fraudulent misrepresentation;
   (c) any other liability that cannot be excluded or limited by English law.

6.5. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us.  Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6.6. Subject to clause 5.2 and 5.3, our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to $49. 

6.7. You agree to indemnify, defend and hold us and our licensors, partners, affiliates, contractors, officers, directors, employees and agents harmless from any claims, costs and expenses (including legal expenses) arising directly or indirectly from your use, handling or operation of the Software otherwise than in accordance with this Agreement.

6.8. This clause 5 shall survive and shall not be rendered ineffective by the termination or expiry of this agreement for whatever reason. 

7. Termination

7.1. 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. 

7.2. Upon termination for any reason:
   (a) all rights granted to you under this Licence shall cease;
   (b) you must cease all activities authorised by this Licence;
   (c) 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 then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

8. Communications between us

8.1. 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 or by pre-paid post to us at support@juce.com. We will confirm receipt of this by contacting you in writing, normally by e-mail. 

8.2. 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.

9. Data

9.1. We may collect and process information about your use of or Software through the Software, some of which may amount to your personal data. Personal data will be collected and processed in accordance with our Privacy Policy which can be reviewed at [INSERT LINK TO PRIVACY POLICY]. 

10. Other important terms

10.1. 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. 

10.2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

10.3. 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.

10.4. 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. 

10.5. 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. 

10.6. Please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction. 
