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Blackstar Architect - Software Licence Agreement

Attention: PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE: -

This Software Licence Agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Blackstar Amplification Limited (“Blackstar Amplification” or “we” or “us”) for:

Blackstar Architect computer software, the data supplied with the software and the associated media (“Software”); and

printed materials, and online or electronic documentation (“Documentation”).

Blackstar Amplification licences use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

IMPORTANT NOTICE TO ALL USERS

By downloading the Software from this website or clicking the “agree” button below, you agree to be bound by the terms of this Licence which will bind you. The terms of this Licence include, in particular, limitations on liability in condition 6.

If you do not agree to the terms of this Licence, we will not licence the Software and Documentation to you and you must discontinue the downloading process now by clicking on the “disagree/do not agree” button below. In this case the downloading process will terminate.

As a consumer, you have the right to withdraw from your transaction without any reason before downloading the Software/Documentation. However, you will lose the right to cancel the transaction once you begin to download the Software/Documentation. This does not affect your consumer rights for defective downloaded Software/Documentation.

You should print a copy of this Licence for future reference.

1. GRANT OF LICENCE

Subject to the Licensee complying with the terms of this Licence and in consideration of the Licensee’s obligations and undertakings in this Licence, Blackstar Amplification hereby grants to the Licensee a personal, non-exclusive, non-transferable licence to use the Software and the Documentation, including any upgrades provided by Blackstar Amplification, according to the terms of this Licence.

2. SCOPE OF USE

Licensee may: -

2.1 download, install and use the Software for your own personal purposes on multiple computers;

2.2 make copies of the Software for back up purposes only;

2.3 receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time;

2.4 store or install multiple copies of the Software on a storage device, such as a network server, to install or run the Software on other computers over an internal network;

2.5 use any Documentation in support of the use permitted under this Condition 2 and make copies of the Documentation as are reasonably necessary for its lawful use.

3. RESTRICTIONS

Licensee shall: –

3.1 not modify or alter the whole or any part of the Software nor merge any part of it with another software product nor separate any components of the Software from the Software;

3.2 not disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor attempt to do any such thing 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: -

a) is used only for the purpose of achieving inter-operability of the Software with another software program; and

b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

c) is not used to create any software which is substantially similar to the Software.

3.3 not 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;

3.4 not assign, rent, sub-license, transfer, loan, sell, merge, adapt, vary, modify, disclose, deal in, make available or grant any rights in the Software or Documentation in any form to any person without the prior written consent of Blackstar Amplification;

3.5 not remove, alter, obscure, interfere with or add to any proprietary notices, labels, trademarks, names or marks on, annexed to, or contained within the Software;

3.6 not use the Software in any manner that infringes the intellectual property or other rights of Blackstar Amplification or any other party;

3.7 not use the Software to provide on-line or other database services to any other person;

3.8 keep all copies of the Software secure and maintain accurate and up to date records of the number and location of all copies of the Software;

3.9 include Blackstar Amplification’s copyright notice on all entire and partial copies you make of the Software on any medium;

3.10 not provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listing, object code and source code)-, in any form to any person without prior written consent from Blackstar Amplification;

3.11 not use the Software via any communications network or by means of remote access;

3.12 not use the Software to create scandalous, obscene, defamatory or immoral works nor for any purpose prohibited by law;

3.13 not use the templates, clipart, photo images, video and/or audio media (“Digital Content”) in electronic format, on-line, or in multimedia applications unless the Digital Content is incorporated for viewing purposes only and no permission is given to download and/or save the Digital Content for any reason.

4. INTELLECTUAL PROPERTY RIGHTS

Licensee acknowledges that:

4.1 all title to the copyright and all other intellectual property rights in and to the Software and Documentation anywhere in the world belong to Blackstar Amplification, 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.

4.2 the Licensee has no right to have access to the Software in source code form or in unlocked coding or with comments.

4.3 the Software Product and all copies thereof are Blackstar Amplification’s exclusive property and constitute confidential information and a valuable trade secret of Blackstar Amplification.

5. LIMITED WARRANTY AND DISCLAIMER

5.1 Blackstar Amplification warrants that: -

a) the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation; and

b) the Documentation correctly describes the operation of the Software in all material respects, for a period of thirty (30) days from the date of installation of the Software (“Warranty Period”).

5.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

5.3 This warranty does not apply: -

a) if the defect or fault in the Software result from you having amended the Software;

b) if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence;

c) if the defect or fault in the Software results from any patches you have downloaded from other users of the Software;

5.4 This warranty is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens Advice Bureau or Trading Standards office.

6. LIMITATION OF LIABILITY

6.1 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 described in the Documentation meet your requirements.

6.2 We only supply the Software and Documentation for domestic and private use. You agree not to use the Software and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

6.3 As the Blackstar Architect Software is provided free of charge, other than as set out at condition

6.4, we accept no liability under or in connection with this Licence.

6.5 Nothing in this Licence shall limit or exclude our liability for: -

a) death or personal injury resulting from our negligence;

b) fraud or fraudulent misrepresentation;

c) any other liability that cannot be excluded or limited by English law.

7. TERMINATION

7.1 Blackstar Amplification 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 of the written notice requiring you to do so.

7.2 Upon termination for any reason: -

a) all rights granted to you under this Licence shall cease;

b) you must immediately cease all activities authorised by this Licence;

c) you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at Blackstar Amplification’s option) all copies of the Software and Documentation then in your possession or custody or control and, in the case of destruction, certify to us that you have done so.

8. COMMUNCIATION BETWEEN US

8.1 If you wish to contact us in writing, or if any condition in this Licence requires you to give notice in writing, you can send this to us by e-mail or post to Blackstar Amplification at Beckett House, 14 Billing Road, Northampton, NN1 5AW, England or enquiries@blackstaramps.com. We will confirm receipt of this by contacting you in writing, normally by email.

8.2 If we have to contact you or give you notice in writing, we will do so by email to the address you provide to us when registering for the online community.

9. UPGRADE AND REPLACEMENTS

If the Software is being provided to the Licensee as an upgrade to, physical copy of, or a replacement for (collectively known as “Replacement Software”), software which the Licensee has been previously licensed from Blackstar Amplification (such software referred to as the “Prior Software”), then Licensee agrees to erase or destroy all copies of the Prior Software (except, if required, for one backup copy of the Prior Software) within thirty (30) days of first installing, displaying or accessing this Software. In order to install, display, access or otherwise use Replacement Software for Prior Software, Licensee must have a valid licence for the related Prior Software for this Licence to be valid. Upon installing, accessing, displaying, or otherwise using the Replacement Software for the Prior Software (except for the one copy for back-up purpose only) all licences of the Prior Software will cease immediately and this Licence replaces such licence for the Prior Software.

10. ONLINE COMMUNITY

10.1 The Software includes a feature which permits you to access an online community for users to upload their own and download other users’ patches for more deep editing options with users’ amps. We are under no obligation to oversee, monitor or moderate the online community, and we expressly exclude our liability for any loss or damage arising from your use of the online community and you downloading other users’ patches. Any patches that you upload to the online community must be non-confidential and non-proprietary and you upload such patches on the basis that you grant us and the other users of the online community a non-exclusive, royalty free, perpetual licence to use such patches for all purposes.

11. OTHER IMPORTANT TERMS

11.1 This Licence, its subject matter and its formation shall be governed by and interpreted in accordance with English law. You and we both agree that the courts of England and Wales shall have non-exclusive jurisdiction.

11.2 If any provision of this License is held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and if possible revised to the extent necessary to cure the invalidity, illegality or non-enforceability, and the remainder of this Licence shall continue in full force and effect.

11.3 Any change to this Licence shall only be valid if it is in writing and signed by an authorised representative of both Blackstar Amplification and the Licensee.

11.4 No failure, delay, relaxation or forbearance on the part of either party in exercising any power or right under this Licence shall operate as a waiver of such power or right or of any other power or right. 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.

11.5 This Licence is personal to the Licensee and except where permitted above the Licensee shall not assign the benefit of or any interest or obligation under this Licence.

11.6 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

11.7 Blackstar Amplification and the Licensee recognise that these terms govern the agreement between Blackstar Amplification and the Licensee.

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