MUSIC SCHOOL MANAGER SOFTWARE LICENCE
IMPORTANT -- READ CAREFULLY: BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE SOFTWARE, AND IMMEDIATELY DESTROY ANY COPIES OF THE SOFTWARE.
The software identified herein and documentation accompanying this License ("Software") are licensed, not sold, to you by We Know Music Ltd. (referred to as "WKM") for use only under the terms of this License, and WKM reserves any rights not expressly granted to you. The rights granted are limited to WKM's and its licensors' intellectual property rights in the Software, only as detailed herein, and do not include any other patents or intellectual property or other rights. You own the media on which the Software is recorded or fixed, but WKM and its licensors retain ownership of the Software itself.
(a) General License.
1). User License. The organization purchasing the Software under a User License contract must purchase a license for each unique individual that will need any access to the Software. You, as the unique individual that has a license to the Software, are defined as a “User”. You may only use the User License version of the Software either connected to the MSM Server or disconnected/offline, except if you are using the Software under an AWS Cloud hourly license, then you may only use the Software when connected to the AWS Cloud server/instance. You can use the Software to access any Server(s) (under a User License contract or a Concurrent Connections License contract) so long as you have been authorized under this User License and use this User License when accessing the Server. Your company or organization who has licensed this Software under a User License contract may reassign your license to a new individual only if you will no longer be using the Software.
2) Concurrent Connections License. If you are not using a User License version of the software and instead have a concurrent connections license (“Concurrent Connections License”), then the following terms apply. You may only use the Software if you are an employee of an organization that has licensed the Software under a Concurrent Connections License contract (“Licensed Organization”). If you are a temporary employee, contractor or consultant of the Licensed Organization, you are working on-site at the Licensed Organization’s facilities, and you have explicit authorization from your Licensed Organization to use the Software, then you may use the Software only when conducting business on behalf of the Licensed Organization. The Software must be removed from your computer once you cease working on behalf of the Licensed Organization or when this license expires or is terminated according to Section 3 below. Under the Concurrent Connections License model, your Licensed Organization must purchase the number of licenses that equals the maximum number of individual connections that will concurrently access the MSM Server at any given time (“concurrent connections”). When using this Software to access the MSM Server, you may only access a MSM Server that your Licensed Organization has purchased under a Concurrent Connections License contract. You may only use up to the total number of concurrent connections you have purchased at any one time.
(b) Annual Licenses and Limited Term Licenses. If you license the Software under an annual license, then you may only use the Software during the term of the license agreement, and you must cease all use of the Software upon the expiration of your license agreement.
(c) Backup and Notices. You may make one copy of the Software in machine readable form solely for backup purposes. As an express condition of this License, you must reproduce on each copy any copyright notice and other proprietary notices that are on the original copy supplied by WKM.
2. Additional Restrictions.
(a) Other limitations. YOU MAY NOT REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE SOFTWARE, EXCEPT AND ONLY TO THE EXTENT EXPRESSLY PERMITTED BY APPLICABLE LAW. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.
(b) Transfer. YOU MAY NOT TRANSFER OR ASSIGN YOUR RIGHTS UNDER THIS LICENSE TO ANOTHER PARTY WITHOUT WKM'S PRIOR WRITTEN CONSENT, EXCEPT AS DESCRIBED IN SECTION 1(a)(2).
3. Termination. This License is effective until terminated. If the Software is licensed under an annual license or limited term license it will immediately terminate upon expiration of the license term, and you must cease all use of the Software upon the expiration of the license term unless you have paid to renew the license prior to its expiration. This License will terminate automatically without notice from WKM or judicial resolution if you fail to comply with any provision of this License. Upon such expiration or termination you must destroy the Software, all accompanying written materials, and all copies thereof, and Sections 4, 5, and 6 will survive any termination or cancellation of this License.
4. Limited Warranty and Disclaimer. Unless otherwise set forth in this Agreement, WKM warrants for a period of ninety (90) days from your date of purchase that the Software as provided by WKM will perform substantially in accordance with the accompanying documentation. WKM's entire liability and your sole and exclusive remedy for any breach of the foregoing limited warranty will be, at WKM's option, replacement of the Software, refund of the purchase price or repair of the Software.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY WKM AND WKM AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED (WHETHER COLLATERALLY, BY STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. WKM DOES NOT WARRANT 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 WKM OR AN WKM AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE TERMS OF THIS DISCLAIMER AND THE LIMITED WARRANTY UNDER THIS SECTION 5 DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY WKM'S NEGLIGENCE.
5. Exclusion and Limitation of Remedies and Damages.
(a) Exclusion. IN NO EVENT WILL WKM, ITS PARENT, SUBSIDIARIES, OR ANY OF ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) OR DIRECT LOSS OF BUSINESS, BUSINESS PROFITS OR REVENUE, WHETHER
FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER UNDER CONTRACT, NEGLIGENCE OR OTHER TORT OR UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) AND EVEN IF WKM OR A WKM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
(b) Limitation. WKM'S TOTAL LIABILITY TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER NOT EXCLUDED BY SECTION 6(a) ABOVE HOWSOEVER CAUSED (WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORT, UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) WILL BE LIMITED TO THE GREATER OF U.S.$5.00 OR THE MONEY PAID FOR THE SOFTWARE THAT CAUSED THE DAMAGES. THE PARTIES AGREE THAT THIS LIMITATION OF REMEDIES AND DAMAGES PROVISION SHALL BE ENFORCED INDEPENDENTLY OF AND SURVIVE THE FAILURE OF ESSENTIAL PURPOSE OF ANY WARRANTY REMEDY. THIS LIMITATION WILL NOT APPLY IN CASE OF DEATH OR PERSONAL INJURY CAUSED BY WKM'S NEGLIGENCE ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATION OF LIABILITY IN THIS SECTION 6 MAY NOT APPLY TO YOU. NOTHING IN THIS LICENSE AFFECTS OR PREJUDICES THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS.
6. Consent to Use of Data. You agree that WKM and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical and related information, including but not limited to information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the WKM Software and to verify compliance with the terms of this License. WKM may also use aggregate information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.
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