Alchemy comes with two license agreements - the Software License Agreement to cover the Software and the Sound License Agreement to cover the Sounds. Our Sound Library products come with the Sound Library License Agreement. CamelPhat and CamelSpace comes with our Software License Agreement.
SOFTWARE LICENSE AGREEMENT
This End User Licence Agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Camel Audio Limited of Oakmoore Court, Kingswood Road, Hampton Lovett, Droitwich Spa, Worcestershire, WR9 0QH, England (“Licensor”, “we” or “us”) for the Camel Audio software products recorded on the supplied medium (e.g downloaded file, DVD) including the sound library/sound libraries incorporated in the Camel Audio software (the “Software”) and the relevant usage instructions and program descriptions (the “Documentation”).
BY INSTALLING THIS SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BE A BINDING CONTRACT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW.
You may download a time-limited “Evaluation Licence” free of charge to use the Software for four weeks for non-commercial use to enable you to evaluate the Software to determine if it is suitable for your needs.
It is a breach of this Licence to use the Software for longer than the four week evaluation period and for the avoidance of doubt, it is a breach of this Licence to create a utility to remove the timeout function or to reset the system clock to stop the date advancing.
You acknowledge and agree that as the Evaluation Licence is free of charge, we shall have no liability to you of any kind (except for death and personal injury caused by our negligence) under the Evaluation Licence. We give no warranty of any kind respecting the Software or Documentation under the Evaluation Licence. You further agree that as the Software and Documentation consists of our valuable intellectual property rights, you agree to be bound by clauses 5, 6, 8.1, 9, 10 and 11 below.
In order to be a registered user of the Software, you are required to register with us by completing the on-line registration form and providing us with your name, address, phone number and email address. This information will be embedded in your product to ensure that the Software is only used by you. We use a secure encrypted connection that meets current security standards to transmit your data over the web.
Once we have received and processed your on-line registration form and you have paid the applicable fee, we shall provide you with a watermarked download to enable you to access and use the Software.
EDUCATIONAL SOFTWARE LICENCE
You may register as an “Educational End User”, pay the Educational Software licence fee and have access to the Educational version of the Software if you are a student, faculty or staff member attending and/or working at an educational institution. The Educational version of the Software can only be used by Educational End Users and cannot be used for any commercial purposes. You agree that as the Software and Documentation consists of our valuable intellectual property rights, you agree to be bound by clauses 5, 6, 8, 9, 10 and 11 below.
GRANT AND SCOPE OF LICENCE
In consideration of you agreeing to abide by the terms of this Licence and paying the applicable licence fee to the Licensor, the Licensor hereby grants to you a non-exclusive licence to use the Software and the Documentation on the terms of this Licence.
- install and use the Software for your private or internal business purposes only, either (as agreed between the parties):
- on up to two CPUs if the Licence is a single-user licence provided always that it is the same licensed user using the Software on the additional CPU; or
- if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us;
- make one copy of the Software for back-up purposes only, provided that this is necessary for the activities permitted by clause 5.1;
- use any Documentation in support of the use permitted under clause 4.1 and make one copy of the Documentation as necessary for its lawful use.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- not 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;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
- 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;
- 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:
- is used only for the purpose of achieving inter-operability of the Software with another software program;
- 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
- is not used to create any software which is substantially similar to the Software;
- 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;
- to supervise and control the use of the Software and ensure that, where applicable, the Software is used by your employees and representatives in accordance with the terms of this Licence;
- to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form; and
- 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 (where applicable) without prior written consent from the Licensor.
INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, 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.
You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
The Licensor warrants that:
- the medium on which the Software is stored and distributed is (at the time it is supplied), and will be for the period of 90 days after that time (“Warranty Period”), free from defects in design, material and workmanship under normal use. If a defect in the medium occurs during the Warranty Period, the Licensor will replace it free of charge if you return it to the Licensor with proof of purchase and (so far as you are able) a documented example of such defect or error; and
- during the Warranty Period, the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation, and the Documentation correctly describes the operation of the Software in all material respects.
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.
You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair or replace the Software, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
The Licensor's obligation under clause 7.4 is subject to compliance by you with the terms of clause 5.1(i).
The express terms of this Licence are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
Subject to clause 8.1, the Licensor shall not be liable under or in connection with this Licence or any collateral contract for:
- loss of income;
- loss of business profits or contracts;
- business interruption;
- loss of the use of money or anticipated savings;
- loss of information;
- loss of opportunity, goodwill or reputation;
- loss of, damage to or corruption of data; or
- any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
provided that this clause 8.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 7 or any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this clause 8.2.
Subject to clause 8.1 and clause 8.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to 125% of the applicable licence fee paid by you.
Subject to clause 8.1, clause 8.2 and clause 8.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no clauses, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any clause, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
The Licensor 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 on you of written notice requiring you to do so; or
- a petition for a bankruptcy order to be made against you has been presented to the court; or
- the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986).
Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must cease all activities authorised by this Licence; and
- you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
Entire Agreement. This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing. We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
Modification. No variation of or amendment to this Agreement shall bind either Party unless made in writing and signed by both Parties.
Severability. In the event that any clause of this Licence is held to be invalid by an authority having jurisdiction over this Licence, that clause may be deleted from this Licence and the remaining clauses shall continue to be, to the extent that they are unaffected by the deletion, valid and binding on the Parties.
No Waiver. No delay, omission or failure by the Licensor to exercise any right or remedy shall operate as a waiver. Any partial exercise of a right or remedy shall not preclude any other or further exercise of any such right of action.
Notices. All notices given by you to the Licensor must be given to Camel Audio Limited at the address stated above. The Licensor may give notice to you at either the e-mail or postal address you provided to it when registering with us. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
Assignment. This Licence is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent. The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.
Force Majeure. The Licensor shall not be liable for any failure to perform, or delay in the performance of, any of the Licensor’s obligations under this Licence that is caused by an event outside the Licensor’s reasonable control.
LAW AND JURISDICTION
This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
SOUNDS LICENSE AGREEMENT
The license to use Camel Audio sounds is granted to a single user only. You cannot transfer ownership of Camel Audio sounds, without first obtaining a Registration Service from Camel Audio.
You may not distribute (commercially or otherwise) or re-package in whole or part (as audio samples, sound libraries or sound effects) individual sound samples, sound sets or audio loops. Reproduction or duplication of these collections, or any of the sound recordings contained therein, either as they exist on the discs, or by any means of processing, reformatting, mixing, re-synthesizing, or otherwise editing for use in another product or for resale, is strictly prohibited without the express written consent of Camel Audio.
You cannot electronically transfer samples from Camel Audio to another person or group of people over the Internet, or place them in a computer network to be accessed by multiple people.
You may not use the these collections or any of the recordings contained therein for the creation of a sound library or as a sound library for any kind of synthesizer, virtual instrument, sample library, sample-based product or other musical instrument.
All unauthorized copying, trading, giving, lending, renting, redistributing or reselling of Camel Audio sounds, is expressly prohibited.