Sonzea, LLC
Software License Agreement for Syncopation
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (”LICENSE”) CAREFULLY BEFORE USING THE SOFTWARE. BY USING OR INSTALLING THE SOFTWARE, YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY, SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS LICENSE BY CLICKING THE “AGREE/ACCEPT” BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE AND (IF APPLICABLE) RETURN THE SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT FOR A REFUND OR, IF THE SOFTWARE WAS ACCESSED ELECTRONICALLY, CLICK “DISAGREE/DECLINE”.
IMPORTANT NOTE: To the extent this software may be used to reproduce materials, it is licensed to you only for reproduction of materials you are authorized or legally permitted to reproduce.
1. Definitons
"Sonzea" means Sonzea LLC, a Delaware Limited Liability Company.
"Software" means collectively the computer software files, images and documentation accompanying this License whether on disk, in read only memory, on any other media or in any other form.
"Computer" means a computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequense of instructions.
2. General.
Sonzea grants you a non-exclusive, non-transferable license to use the Software under the terms of this License agreement. The Software is licensed, not sold, to you by Sonzea, and Sonzea reserves all rights not expressly granted to you. You own the media on which the Software is recorded but Sonzea retains ownership of the Software itself. The terms of this License will govern any software upgrades provided by Sonzea that replace and/or supplement the original Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
3. Permitted License Uses and Restrictions.
3.a. Evaluation License
The License Agreement permits you to install and use the Software on up to two (2) Computers belonging to you for an evaluation period of no more than thirty (30) days from the date of initial use. THE USE OF THE SOFTWARE IN THE EVALUATION PERIOD IS AT YOUR OWN RISK. The Software will cease operations after a designated period following installation. The license hereunder will terminate after such period unless extended by Sonzea upon your aquisition of a Commercial Software License.
3.b. Commercial Software License
In exchange for a fee, Sonzea will provide you with a license key ("Key") that permits the use of the Software under the terms of the Commercial Software License. Under the Commercial Software License, the Software may be installed and used on up to five (5) computers belonging to you. The Commercial Software License will remain in effect perpetually unless terminated as provided below. The Key may not be transferred, assigned or disseminated to any other individual or legal entity.
3.c. Redistribution
You may make copies of the Software and distribute them provided that the Software is distributed intact, with no modifications, and that it is accompanied by the full text of this License agreement.
4. Transfer.
You may not rent, lease, lend, sublicense assign or transfer your rights in the Software to another individual or legal entity.
5. Termination.
This License is effective until terminated. Your rights under this License will terminate automatically without notice from Sonzea if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.
6. Disclaimer of Warranties.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SONZEA DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SONZEA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONZEA OR AN AUTHORIZED REPRESENTATIVE, EMPLOYEE, OR AGENT OF SONZEA SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SONZEA BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SONZEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
8. Controlling Law and Severability.
This License will be governed by and construed in accordance with the laws of the State of Washinton, as applied to agreements entered into and to be performed entirely within Washington between Washington residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
9. Complete Agreement.
This License constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Sonzea.