END-USER LICENSE AGREEMENT
This End-User license agreement (the “Agreement”) is a legally binding agreement between you, as an individual or a legal entity, represented by you (hereinafter referred to as “Licensee”) and Antelope Audio, where the company details are individualized below in section “Company information”(hereinafter referred to as “Company” and/or “Antelope Audio”) for the purpose of licensing the Software (as defined below).
For the purpose of this Agreement it is agreed that:
“Software” means the Antelope Audio computer programs and any Upgrades, including any and all third party-licensed software incorporated therein, made available to Licensee by an Authorized Dealer and licensed to Licensee by Antelope Audio pursuant to this Agreement.
“Authorized Dealer” means a person or company, which is authorized to sell Antelope Audio’s products, as these are listed at the Antelope Audio’s website: https://antelopeaudio.com/.
“Use” or “Using” means to download, install, activate, access or otherwise use the Software.
“Country” means the country Licensee has designated upon its registration at the Company’s platform, which shall coincide with the country of delivery of the Company’s product the Software is designed for.
“Upgrades” means all updates, upgrades, any and all improvements of the Software.
“License Access Key” means the exclusive code Licensee receives and inserts at the Company’s Platform Licensee may access at https://antelopeaudio.com/ in order to activate/download the Software.
General acceptance and applicability
The below terms and conditions represent the entire agreement between Antelope Audio and the Licensee, where Licensee agrees to be legally bound by them. If the person who is accepting these terms is doing that on behalf of another person or company or other legal entity, this person represents and warrants that has full authority to bind that person, company or legal entity to this Agreement.
The license of the Software is conditioned on acceptance of and compliance with this Agreement. Should, for any reason, Licensee not understand and/or disagree with any of the terms and conditions contained here below, Licensee shall not Use the Software and shall promptly return the License Access Key for this Software (if already received) to the Authorized Dealer from which it has been acquired. Activating the Software by using the License Access Key or Using the Software in any other way shall be deemed as explicit acceptance of this Agreement.
Subject to compliance with this Agreement, and provided that Licensee has only acquired the Software directly from the Company or an Authorized Dealer, Antelope Audio grants Licensee a limited, non-exclusive, non-transferable license to Use the Software solely for Licensee’s internal business operations. To the extent permitted by applicable law, Licensee is not licensed to use the Software on secondhand or refurbished Company’s equipment or devices, or on Company’s products not purchased directly from the Company or its Authorized Dealers.
Antelope Audio and/or its licensors may require Licensee to create an account and/or register as an end-user in order to activate the licensed Software, where the license will be valid only if the registration is complete and accurate. When registration of an account on a licensor’s website or platform is required for certain software incorporated in the Software, Licensee acknowledges that Antelope Audio has no control over, and assumes no responsibility for the availability of, the content, privacy policies, or practices of any third party web sites or services. Licensee should refer to the policies posted by those websites regarding privacy and other policies and terms before using them.
The Licensee is not granted rights to Upgrades unless Licensee has purchased any available Upgrade, or if the Company decides (at its own discretion) to provide some Upgrades to its end-users as a bonus.
Antelope Audio is and remains the sole and exclusive owner, or authorized licensee and distributor, of the Software. Antelope Audio and/or its licensors retain all of their respective right, title, and interest in and to the Software, including without limitation, all intellectual property rights. Licensee’s rights to Use the Software are limited to those expressly set forth in this Agreement and no other rights with regard to the Software are granted or implied.
The Software is licensed, not sold. No title, intellectual property rights or ownership rights to the Software are transferred to the Licensee by this Agreement.
IMITATIONS AND RESTRICTIONS
Licensee shall not: (i)transfer, lease, sub license, distribute or assign its rights to any other person or entity, without prior written approval of the Company; (ii) decompile, disassemble or reverse-engineer the Software; (iii) modify, adapt or create derivatives of the Software; combine or merge any part of the Software with or into any other software; (iv) otherwise use the Software as part of any effort to develop software having any functional attributes, visual expressions, or other features similar to those of the Software; (v) use Software that is licensed for a specific device, whether physical or virtual, on another device, unless expressly authorized by the Company in writing (vi) remove, modify or conceal any Software identification, copyright, proprietary, intellectual property notices or other marks on or within the Software; (vii) make copies of the Software unless reasonably necessary for back-up, archiver or disaster recovery purposes.
Antelope Audio will analyze problems reported by Licensee if the problem description refers to potential issues in the Software. In such cases, company is not obliged to work with Licensee and find a solution to the problem, but will provide an update, if necessary, about any known issues to the Licensee. Antelope Audio may change the support at any time.
SOFTWARE UPDATES AND UPGRADES
Antelope Audio reserves the right to modify and enhance the Software, and may change and/or update the contents and implementations of its products at any time without prior written notice.
Licensee is not permitted to Use Upgrades unless Licensee, (i) at the time of acquiring such Upgrade already holds a valid license to the original version of the Software, (ii) is in compliance with such license, and (iii) has paid the applicable fee for the Upgrade (if any).
THIRD PARTY USE OF SOFTWARE; SUBSIDIARIES
Licensee may permit a third party to Use the Software licensed to Licensee under this Agreement only if such Use is solely (i) on Licensee’s direct behalf, (ii) for Licensee’s internal operations, and (iii) in compliance with this Agreement.
Licensee may also permit use of the Software in accordance with the terms of this Agreement by a Subsidiary for so long as such entity remains Licensee’s Subsidiary. For the purposes of this Agreement Subsidiary shall mean any entity controlled by Licensee through greater than 50% ownership of Licensee’s membership or voting rights. Licensee agrees to be fully liable for any breach of this Agreement by any third party or Subsidiary. Nothing in this provision gives Licensee the right to sublicense or transfer any rights to the Software to any third party, nor to allow any third party to use the Software for the third party’s own benefit.
LIMITED WARRANTY AND DISCLAMER
THE SOFTWARE IS PROVIDED TO THE USER AS-IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, USEFULNESS, AND FITNESS FOR ANY SPECIFIC PURPOSE. ANTELOPE AUDIO AND ITS LICENSORS, IF ANY, MAKE NO REPRESENTATIONS OR GUARANTEES THAT THE FUNCTIONS OF THE SOFTWARE WILL MEET PERSONAL REQUIREMENTS, THAT IT IS 100% ERROR-FREE, OR THAT ANY BUGS IN THE SOFTWARE WILL BE CORRECTED IN FUTURE. LICENSEE ACKNOWLEDGES AND ACCEPTS THE ENTIRE RISK OF USING THE SOFTWARE AND SHALL IN NO WAY CLAIM ANTELOPE AUDIO OR ITS LICENSORS ARE RESPONSIBILE FOR ANY DAMAGES INCURRED BY LICENSEE’S USE OR ABUSE OF THE SOFTWARE, INCLUDING (BUT NOT LIMITED TO) ANY MISINTERPRETATION OF THE SOFTWARE’S DOCUMENTATION AND FUNCTIONALITY.
LIMITATIONS AND EXCLUSIONS OF LIABILITY
IN NO EVENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE SHALL ANTELOPE AUDIO OR ITS LICENSORS BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OR CORRUPTION OF DATA, LOSS OF PROFIT OR REVENUE, INTERRUPTION OR LOSS OF BUSINESS, COMPUTER FAILURE OR MALFUNCTION) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR OTHERWISE, EVEN IF A PARTY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ANTELOPE AUDIO AND ITS LICENSORS FOR ANY CLAIMS, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING FOR ANY IMPLIED WARRANTIES IF APPLIED, IS LIMITED TO THE LESSER OF: (i) THE AMOUNT THAT LICENSEE PAID FOR THE LICENSE TO USE THE SOFTWARE OR ANY UPGRADE; OR (ii) 100 (ONE HUNDRED) EURO. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT. IN ALL CASES, ANTELOPE AUDIO AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
TERM AND TERMINATION
This license is effective until either: (i) the expiration of any applicable license term (provided Licensee receives notice of the term when activating the Software through the License Access Key); or (ii) Licensee, or any authorized third party or Subsidiary, breaches any of the terms of this Agreement. In the event of a breach of this Agreement, Antelope Audio may terminate this license immediately without notice or an opportunity to cure.
Upon termination of this Agreement, Licensee shall: (i) immediately discontinue Using the Software and any Upgrades; (ii) destroy all copies of the Software and any Upgrades in Licensee’s possession or control, including all working and backup copies; (iii) upon Company’s request, provide a written statement confirming the above actions.
EXPORT CONTROL AND TAXES
Company’s Software, products, technology and services are subject to local and extraterritorial export control laws and regulations. Licensee shall comply with applicable export and import laws and regulations for the jurisdiction in which the Software will be imported and/or exported. Licensee shall not export the Software to any individual, entity or country outside Licensee’s Country. Company shall bear no responsibility for any taxes, included value added tax in case Licensee uses the Software outside its Country.
Licensee is responsible, at its own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Software license. If Company receives notice that Licensee is or Licensee becomes identified as a sanctioned or restricted party under applicable law, then Company will not be obligated to perform any of its obligations under this license if such performance would result in violation of the sanctions or restrictions, and Company may consider such sanction or restriction a breach of this Agreement.
Licensee shall pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of the Company. Licensee shall reimburse Company for the amount of any such taxes or duties paid or incurred directly by Company as a result of this transaction.
PRIVACY AND COLLECTION OF PERSONALLY AND NON-PERSONALLY IDENTIFIABLE INFORMATION.
The Software, support or service subscription may employ applications and tools to collect personally identifiable, sensitive or other information about Licensee and users (e.g., including, without limitation, Licensee’s and users’ name, address, e-mail address), their computers or their computers’ interactions with other computers (e.g., including, without limitation, information regarding network, licenses used, hardware type, model, hard disk size, disk type, operating system types, IP address, location etc.).
Governing Law. Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Bulgaria. Any dispute, controversy or claim arising under, out of or relating to this Agreement, or in any way relating to the Use of the Software shall be referred to the Arbitration Court of the Bulgarian Chamber of Commerce and Industry and finally settled in accordance with this Arbitration Court’s Rules. The case shall be heard by a panel of three arbitrators and the language shall be English. The award of the Arbitration Court shall be final and executable forthwith.
The software is protected by Bulgarian copyright laws and rules laid out within international treaties, and other copyright laws as applicable. All copyrights pertaining to the Software are owned either by Elektrosfera Ltd., or by the applicable licensors of any third-party software incorporated in or offered as part of the Software or Upgrades.
No Waiver. The waiver or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
Entire Agreement. Except as expressly stated or as expressly amended in writing signed by the Company, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software and supersedes any conflicting or additional terms contained elsewhere, all of which terms are excluded. The parties agree that the English version of this Agreement will govern in the event of a conflict between it and any version translated into another language.
Antelope Audio is the trade name, under which the company Elektrosfera ltd., registered under the legislation of the Republic of Bulgaria with UIN: 131052590, is doing business and is worldwide known. The legally bound Licenser under this agreement is Elektrosfera ltd., whose registered office and mailing address is at No: 7 Tsarigradsko Shose Blvd., 7th km, Building of BIC IZOT, floor 6, Mladost region, Sofia, Bulgaria, having UIC 131052590. We may also be contacted through our web page: https://antelopeaudio.com/.