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 made available to Licensee by an Authorized Dealer and licensed to Licensee by Antelope Audion 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: www.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 a-en.antelopeaudio.com in order to activate/download the Software.
General acceptance and applicability
The below terms and conditions represents 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 do not understand and/or disagree with any of the terms and conditions contained here below, Licensee shall not Use the Software and 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 other way shall be deemed as explicit acceptance of this Agreement.
Subject to compliance with this Agreement, Antelope Audio grants Licensee a limited, non-exclusive, non-transferable right to Use the Software solely for Licensee’s internal business operations. Thus Antelope Audio license the Licensee the right to Use the Software, which Licensee has acquired only directly from the Company or from Authorized Dealer. To the extent permitted by the 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 from the Company or its Authorized Dealers.
Antelope Audio 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.
The Licensee is not granted rights to Upgrades, unless Licensee purchased any available Upgrade of the Software or the Company decides (at its own discretion) to provide some Upgrades to its end-users as bonus.
Antelope Audio is and remains the sole and exclusive owner of the Software, including without limitation intellectual property right in and to the Software, title and interest. Licensee’s rights to Use the Software are limited to those determined 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.
Limitations and Restrictions
Licensee is not allowed and shall not allow a third party to: (i)transfer, lease, sub license, distribute or assign its rights to any other person or entity, unless with the preliminary 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 analyse problems reported by Licensee, if the problem description refers to potential issues in the Software. In such cases, Company will work with Licensee to find a solution to the problem and will provide an update, if necessary at its own discretion. Antelope Audio may change the support at any time.
Software updates and Upgrades
Antelope Audio reserves the right to modify and enhance the Software in the pursuit of engineering progress. Antelope Audio 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 if such Use is solely (i) on Licensee’s 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 the voting rights. Licensee agrees to be fully liable for any breach of this Agreement by that third party or Subsidiary.
Limited Warranty and Disclaimer
Limited Warranty: During a warranty period commencing upon the date of activating the Software through inserting the License Access Key and continuing for three (3) months thereafter, Company warrants, for Licensee’s benefit alone, that the Software, if operated as directed, shall operate substantially in accordance with the functional specifications, provided by the Company.
Exclusive Remedy: In case of any breach of the above Limited Warranty, as Licensee’s exclusive remedy and Company’s entire obligation, Company shall at its discretion repair or replace the non-conforming Software. This remedy is conditioned on Company reporting the non-conformance in writing within the warranty period.
Exclusion of warranty: The above Limited warranty will not apply if: (i) the Software has been altered, modified, or serviced other than by or with the approval of Antelope Audio; (ii) the Software has been improperly installed or used in a manner other than as specified in the user manual provided by the Company or (iii) Licensee has breached the terms of this Agreement.
In addition to the above, the warranty shall not apply if the Software is used on or in conjunction with hardware other than the unmodified version of the hardware with which the Software was designed to be used as described in the documentation, provided by the Company.
Disclaimer: Except for the Limited warranty set forth above, the Software is provided “as is”, Company makes no other representations or warranties, and Company disclaims all representations, warranties and conditions, whether oral or written, expressed, implied or statutory, including without limitation, warranties, conditions or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement or systems integration. Without limiting the foregoing, Company does not warrant, represent of guarantee that the Software will operate fail-safe, uninterrupted or error-free or that all errors will be corrected. The Company does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
Limitations and Exclusions of Liability
In no event, under no circumstances and under no legal theory, whether in tort, negligence, contract or otherwise shall Company 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, for any claims, whether based in warranty, contract tort (including negligence) or otherwise, including for any implied warranties, is limited to the amount Licensee paid for the Use of Software or if no amount is paid is limited to 100 (one hundred) Euro. This limitation of liability for Software is cumulative and not per incident. In all cases, Antelope Audio will not be liable for any loss or damage that is not reasonably foreseeable.
Term and Termination
The license is effective until the expiration of the applicable license term in the event such term is set forth in the confirmation notice sent by Antelope Audio upon Licensee activating the Software through the License Access Key. Unless otherwise terminated earlier, by expiration of the license term or upon sending a termination notice as determined in the next paragraph, this Agreement will continue for an unlimited period of time.
If Licensee is in breach of any of the terms of this license Agreement, Antelope Audio may terminate this license immediately.
Upon termination of this Agreement (regardless of whether upon expiration of a license term or otherwise terminated), Licensee has to: (i) stop Using the Software it has obtained under this Agreement; (ii) destroy all copies of Software in Licensee possession or control, including all working and backup copies.
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.
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.).
Transferability. Licensee may only transfer or assign these license rights to another person or entity in compliance with the current Agreement. Any attempted transfer or, assignment not in compliance with the foregoing shall be void and of no effect.
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 related 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.
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 a signed agreement, 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: www.AntelopeAudio.com.