IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE:
Welcome to SOUL! This SOUL end-user licence agreement (Agreement) is a legal agreement between you (Licensee or you) and Roli Limited (ROLI, Licensor, us or we) for the SOUL Software, which includes both the SOUL Code and the SOUL binary tools and libraries. For the purposes of this Agreement, all SOUL code shall be described as the “Code” and binary executable and library files shall be described as the “Program” and the Code and Program may be described as the “Software.”
IMPORTANT NOTICE TO ALL USERS:
BY CLICKING ON THE “ACCEPT” BUTTON BELOW, OR BY DOWNLOADING, INSTALLING OR USING THE SOUL SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT, AND ALL INCORPORATED TERMS INCLUDING THE SOUL PRIVACY POLICY.
IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT, WE WILL NOT LICENSE THE SOUL SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE INSTALLATION OR DOWNLOAD PROCESS OR CEASE USE OF THE SOUL SOFTWARE.
If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement and, in such event, “you” and “Licensee” will refer to that company or other legal entity. You affirm that you are at least 18 years of age. If you are not 18 years of age but you are at least the age of 13, you may use the SOUL Program only if your parent or guardian agrees to be bound by this Agreement. Parents and guardians of users under the age of 18 agree to the terms of this Agreement, and any reference to “you” shall include the parent or guardian.
You should print a copy of this Licence for future reference.
1.1. We do not sell the Software to you. The Software is licensed to you as described in this Agreement and we remain the owners of the Software at all times. Provided you adhere to the terms of this Agreement, we grant you a non-exclusive, non-transferable licence to download, develop, and modify the Code to enable the development of the Applications on the terms of this Agreement, and to download the Program to be used in connection with the Code. For the avoidance of doubt, you are not permitted to develop or modify the Program.
1.2. All of the Code, including the two JUCE modules, soul_core and soul_patch_loader, and the soul_patch API is governed by the permissive ISC License.
1.3. You may sell or distribute Applications using the Software that incorporates your Licensee Content to end users, provided that you adhere to the terms in this Agreement.
1.4 You may not create Applications directed toward Children, unless you fully comply with the COPPA rules, including without limitation obtaining verifiable parental consent, as further described in clause 10 below. You are responsible for any liabilities arising out of a violation of COPPA.
1.5 The Licensor permits the Licensee to use any SOUL related Trademarks to identify Applications built using the Software. It is envisaged that the Licensee will use the SOUL related Trademark for this purpose, both in the Application itself and in associated documentation and promotional materials.
Except as expressly set out in this Agreement or as permitted by any local law, you undertake:
2.1. not, in whole or in part, to copy the Software except where such copying is an essential part of the normal use of the Software;
2.2. not to disassemble, de-compile or reverse engineer any part of the Program nor attempt to do any such things except to the extent expressly permitted by applicable law;
2.3. to comply with all applicable laws, including all technology control or export laws and regulations;
2.4. to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Agreement;
2.5. not to use the Software in connection with any Licensee Content, Application or otherwise that infringes or misappropriates any third party right, including any intellectual property, property, privacy, contract or other proprietary right or for any other illegal or immoral purpose;
2.6. not to delete or in any manner alter any of our copyright, trademark or other proprietary rights notices or markings appearing on or in the Software;
2.7. not to otherwise use, copy, transfer or distribute the Software or part of it, except as expressly permitted by this Agreement, in any manner which is inconsistent with this Agreement.
3.1. We shall have no obligation to provide support and maintenance services to you. You may participate in our online support forum in accordance with our forum policies in place from time to time. Further support and maintenance services may be offered at our sole discretion
3.2. You acknowledge and agree that we have no obligation under this Agreement to provide New Features, Minor Updates, or New Releases of the Software.
4.1. You acknowledge that all Intellectual Property Rights in the Software and all copies thereof throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement.
4.2. You shall own all modifications you make to the Code, and all Intellectual Property Rights therein, that are created and incorporated in the Application, subject to our continuing ownership of the Software and all associated Intellectual Property Rights in the Software.
5.1. The Software is provided “as is” without warranty of any kind, including without limitation any warranties that the Software will be uninterrupted, error-free or otherwise free from infringement. All other conditions, warranties or other terms whether express or implied, or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, including without limitation, warranty of merchantability or fitness for a particular purpose are hereby excluded to the fullest extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
5.2. 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 meet your requirements.
6.1. Neither ROLI nor its parent company, subsidiaries, employees, partners or contractors shall in any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any indirect, consequential or special loss or damage, including but not limited to, for:
6.1.1. loss of profits, sales, business, or revenue; business interruption; 6.1.2. loss of anticipated savings; 6.1.3. loss or corruption of content, data or information; 6.1.4. loss of business opportunity, goodwill or reputation; 6.1.6. any indirect or consequential loss or damage; or 6.1.7. any computer failure or malfunction, corruption to or loss of data or files, or any and all other commercial damage or loss.
6.2 In no event shall ROLI’s total liability to you for use of the Software exceed the amount paid by you to ROLI for the Software or $10, whichever is greater.
6.3. Nothing in this Agreement shall limit or exclude our liability for:
6.3.1. death or personal injury resulting from our gross negligence; 6.3.2. fraud or fraudulent misrepresentation; 6.3.3. any other liability that cannot be excluded or limited by law.
6.4. You agree to indemnify, defend and hold us and our licensors, partners, affiliates, contractors, officers, directors, employees and agents harmless from any third party claims, liabilities, losses, costs and expenses (including legal expenses) or otherwise arising directly or indirectly from (i) the Licensee Content or your Applications; (ii) your use, handling, or operation of the Software otherwise than in accordance with this Agreement, or (iii) any violation of applicable laws by you, including without limitation COPPA violations.
6.5. This clause 6 shall survive and shall not be rendered ineffective by the termination or expiry of this Agreement for whatever reason.
7.1. We may terminate this Agreement immediately by written notice to you if you commit a breach of this Agreement.
7.2. Upon termination for any reason: 7.2.1. all rights granted to you under this Agreement shall cease, including without limitation, the rights to deal with the Software incorporated within the Application; 7.2.2. you must cease all activities authorized by this Agreement, including distribution of your Application that incorporates the Software; 7.2.3 you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8.1. If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by e-mail at info@soul.dev or by pre-paid post to us at 2 Glebe Road, Dalston London E8 4BD. We will confirm receipt of this by contacting you in writing, normally by e-mail.
8.2. If we have to contact you or give you notice in writing, we will do so by the email associated with your SOUL licence or by pre-paid post to the address you provide to us in your order for the Software.
9.1. You may not use the Software in connection with any Application that may be “directed to children” as defined under the Children’s Online Privacy Protection Act (“COPPA”) unless you fully comply with COPPA and all other similar applicable laws. You are fully liable for, and will defend, hold harmless and indemnify ROLI and its affiliates against any and all liability arising from or relating to COPPA in connection with any Application directed to Children.
9.2. You agree that ROLI may use your name and logo to publicise that you are using the SOUL Software in your Applications. You may opt-out of this publicity by emailing ROLI at info@soul.dev and we will use best efforts to remove all uses of your name or logo within a commercially reasonable time.
9.3. To ensure compliance with this Agreement, you agree that within thirty (30) days from the date of our request, you shall provide all pertinent records and information requested in order to verify that your installation and use of any and all Software is in compliance with this Agreement, along with a signed verification that all such information is complete and correct. You also agree we may audit applicable records concerning your use of Software during normal business hours upon notice to you, at our cost, except in the event the audit reveals an underpayment or breach of this Agreement, you shall be liable for the cost of the audit.
9.4 You agree to ROLI’s privacy practices outlined in the ROLI Privacy Policy located here.
10.1. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
10.2. You may transfer your rights or your obligations under this Agreement to another person or entity provided that you are in full compliance with this Agreement and provided that you first contact ROLI in writing and follow the required steps for transfer.
10.3.This Agreement and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Agreement or any document expressly referred to in it.
10.4. If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.5. Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
10.6. Governing Law and Jurisdiction.
10.6.1. If you are a UK, EU, EEA or Swiss citizen, this Licence shall be governed by the laws of England and Wales without regard to its conflict of law rules and you consent to the exclusive jurisdiction of the courts located in London, UK. 10.6.2. If you are a US citizen, this Licence shall be governed by the laws of New York without regard to its conflict of laws rules and you consent to the exclusive jurisdiction of the state and federal courts located in New York County. 10.6.3. If you live outside the US, UK and EU, EEA or Switzerland, you agree to the laws and jurisdiction of New York as noted above in clause 10.6.2 above. 10.6.4. You may have additional rights as a consumer under your local law.
The definitions and rules of interpretation in this clause apply in this Licence:
11.1. Application(s): desktop or mobile applications developed using the SOUL Software, which incorporates the Licensee Content.
11.2. Code: means the SOUL code, and any New Features and Minor Updates thereto.
11.3. COPPA: means the Children’s Online Privacy Protection Act of 1998, 15 U.S.C. 6501–6505, as may be updated and amended.
11.4. Children: means children under the age of 13, or as otherwise defined by applicable law.
11.5. Customizations: mean the enhancements, modifications, improvements, or any other changes made by ROLI to either SOUL or the Licensee code, as specified.
11.6. ISC License: the permissive Internet Systems Consortium license, which governs the following two modules: soul_core, soul_patch_loader, and the soul_patch API. The license is defined at isc.org
11.7. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
11.8. Licensee Content: any content created, owned or used by the Licensee in connection with the Software.
11.9. Minor Update: any release of bug fixes and small improvements within the same version of the SOUL Software licensed by you (e.g., SOUL 1.1.1 to SOUL 1.1.2).
11.10. New Features: any release of a new feature within the same version of the SOUL Software licensed by you, but not including New Releases (e.g., SOUL 1.1 to SOUL 1.2)..
11.11. New Releases: any new release of a new version of the SOUL Software, that is not included in this license Agreement, which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product (e.g., SOUL 1 to SOUL 2).
11.12. Website: means www.soul.dev, and its associated webpages.