This legal agreement regards all software distributed by SoundFellas (a subdivision of MediaFlake Ltd), through its official website (soundfellas.com) and its sub-domains, and all other affiliated retail channels and distribution networks or derived products and services.
Licensor hereby grants to Licensee a perpetual, non-exclusive license to use the Software and Documentation (collectively, the “Software System”), subject to the terms and conditions hereinafter set forth. This License is effective when executed by both parties and the license granted to the Software remains in force until Licensee stops using the Software or until Licensor terminates this License because of Licensee’s failure to comply with any of its terms and conditions.
Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on one single user computer in its possession, provided the Software is in use on only one computer at any time. The Software is “in use” on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer–for example, a hard disk, CD-ROM or other storage device.
For Multiple Standalone Computers License , Site License or Network License please contact us.
As consideration for the perpetual license to use the Software System granted to Licensee herein, Licensee shall pay to Licensor the amount set by MediaFlake Ltd’s retail channels and its affiliates retail channels. License fees may also include future payments for updates, maintenance versions and other future development related to the Software.
Licensee’s Rights and Obligations
Licensee may either:
- Make one copy of the Software solely for backup or archival purposes, or
- Transfer the Software to a single hard disk, provided Licensee keep the original solely for backup or archival purposes.
The Software and Documentation are protected by European copyright laws and international treaties. Licensee must treat the Software and Documentation like any other copyrighted material – for example a book.
Licensee may not:
- Copy the Documentation
- Copy the Software except to make archival or backup copies as provided above
- Modify or adapt the Software or merge it into another program
- Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software
- Place the Software onto a server so that it is accessible via a public network such as the Internet
- Sublicense, rent, lease or lend any portion of the Software or Documentation.
To the extent permitted by law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether Licensor knows or had reason to know of Licensee particular needs. No employee, agent, or distributor of Licensor is authorized to modify this warranty, nor to make any additional warranties.
IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF LICENSOR OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this Agreement or if Licensee becomes bankrupt or insolvent. This License Agreement takes effect upon Licensee’s use of the software and remains effective until terminated. Licensee may terminate it at any time by destroying all copies of the Software and Documentation in its possession. It will also automatically terminate if Licensee fails to comply with any term or condition of this License Agreement.
Return or destruction of software upon termination
Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee’s place of business to assure compliance with this provision.
Title to software
Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.
Modification and enhancements
Licensee will make no efforts to reverse engineer the Software or make any modifications or enhancements without Licensor’s express written consent
Licensee may, at any time, without prior notice to or consent of Licensor, transfer the Software to any location other than the site of initial installation for use on any other central processing unit (“CPU”) which is owned or controlled by Licensee or by subsidiaries or other entities owned or controlled by Licensee. Licensee shall thereafter promptly give Licensor notice of such new location.
Licensee does not have the right, to independently modify the Software System for its own purposes and use, through the services of its own employees or of independent contractors.
The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to Licensee in strict confidence.
ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCALS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
Licensee shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers, without the prior written consent of Licensor.
Licensor’s proprietary notices
Licensee agrees that any copies of the Software or Documentation which it makes pursuant to this Agreement shall bear all copyright, trademark and other proprietary notices included therein by Licensor and, except as expressly authorized herein, Licensee shall not distribute same to any third party without Licensor’s prior written consent.
The parties agree to submit any dispute under this License to binding arbitration in the following location: Athens, Greece – under the laws of the Hellenic Republic. Judgment upon the award rendered by the arbitrator may be entered in any court in Greece with jurisdiction to do so.
If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
Unless otherwise expressly stated herein, Licensor shall not be liable to Licensee for any consequential damages arising out of Licensor’s breach of this Agreement.
All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated by notice to the other party. In the case that Licensor has no access to the contact information of the Licensee due to third party retail channels and other processes, the Licensee is responsible of stablishing a contact by contacting Licensor or subscribing to the related emailing list, otherwise the Licensor cannot held accountable for any lack of communication.
This Agreement shall be governed by and construed under the laws of the Hellenic Republic and under the Greek courts of law.
Consent to jurisdiction, venue and service
Licensee consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the State of the Hellenic Republic (Greece), and Licensee consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process in any such proceeding may be made by certified mail, return receipt requested, directed to the respective party at the address at which it is to receive notice as provided herein.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
This Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except in a writing executed by both parties.
The parties have executed this Agreement immediately, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.
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