Licence

End user licence agreement

Quaverley is licensed to you by Eigencode Ltd for use only under the terms of this licence agreement.

Quaverley is licensed to You (End-User) by Eigencode Ltd, located and registered at 13 Lynbrook Grove, London SE15 6HN, England ('Licensor'), for use only under the terms of this Licence Agreement. Our Companies House number is 10203299.

By downloading the Licensed Application from Apple's software distribution platform ('App Store') and Google's software distribution platform ('Play Store'), and any update to it, You indicate that You agree to be bound by all of the terms and conditions of this Licence Agreement. App Store and Play Store are referred to in this Licence Agreement as 'Services'.

The parties acknowledge that the Services are not a party to this Licence Agreement and are not bound by any provisions or obligations with regard to the Licensed Application, such as warranty, liability, maintenance, and support. Eigencode Ltd, not the Services, is solely responsible for the Licensed Application and its content.

This Licence Agreement may not provide for usage rules that conflict with the latest Apple Media Services Terms and Conditions and Google Play Terms of Service ('Usage Rules'). Eigencode Ltd acknowledges that it had the opportunity to review the Usage Rules and that this Licence Agreement does not conflict with them.

Quaverley, when purchased or downloaded through the Services, is licensed to You for use only under the terms of this Licence Agreement. The Licensor reserves all rights not expressly granted to You. Quaverley is to be used on devices that operate with Apple's operating systems ('iOS' and 'Mac OS') or Google's operating system ('Android').

Contents

1. The application

Quaverley ('Licensed Application') is a piece of software created to facilitate structured music practice, and customised for iOS and Android mobile devices ('Devices'). It is used to create detailed practice plans and track learning progress.

The Licensed Application is not tailored to comply with industry-specific regulations (such as HIPAA or FISMA), so if your interactions would be subject to such laws, you may not use the Licensed Application. You may not use it in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. Scope of licence

2.1 You are given a non-transferable, non-exclusive, non-sublicensable licence to install and use the Licensed Application on any Devices that You own or control and as permitted by the Usage Rules, with the exception that it may be accessed and used by other accounts associated with You via Family Sharing or volume purchasing.

2.2 This licence also governs any updates of the Licensed Application provided by the Licensor that replace, repair, or supplement the first Licensed Application, unless a separate licence is provided for such an update, in which case the terms of that new licence will govern.

2.3 You may not share or make the Licensed Application available to third parties (unless to the degree allowed by the Usage Rules and with Eigencode Ltd's prior written consent), sell, rent, lend, lease, or otherwise redistribute it.

2.4 You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part of it (except with Eigencode Ltd's prior written consent).

2.5 You may not copy (except when expressly authorised by this licence and the Usage Rules) or alter the Licensed Application or portions of it. You may create and store copies only on devices You own or control for backup keeping under the terms of this licence, the Usage Rules, and any other terms that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorised third parties may gain access to these copies at any time. If you sell your Devices to a third party, you must remove the Licensed Application from them first.

2.6 Violations of the obligations above, as well as the attempt of such infringement, may be subject to prosecution and damages.

2.7 The Licensor reserves the right to modify the terms and conditions of licensing.

2.8 Nothing in this licence should be interpreted to restrict third-party terms. When using the Licensed Application, You must ensure that You comply with applicable third-party terms and conditions.

3. Technical requirements

3.1 The Licensor attempts to keep the Licensed Application updated so that it complies with modified or new versions of the firmware and new hardware. You are not granted rights to claim such an update.

3.2 You acknowledge that it is Your responsibility to confirm and determine that the device on which You intend to use the Licensed Application satisfies the technical specifications mentioned above.

3.3 The Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.

4. Maintenance and support

4.1 The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application. You can reach the Licensor at the email address listed in the App Store or Play Store overview for this Licensed Application.

4.2 Eigencode Ltd and the End-User acknowledge that the Services have no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

5. Use of data

You acknowledge that the Licensor will be able to access and adjust Your downloaded Licensed Application content and Your personal information, and that the Licensor's use of such material and information is subject to Your legal agreements with the Licensor and the Licensor's privacy policy.

You acknowledge that the Licensor may periodically collect and use technical data and related information about your device, system, and application software and peripherals, to offer product support, facilitate software updates, and provide other services related to the Licensed Application. The Licensor may also use this information to improve its products or provide services or technologies to you, as long as it is in a form that does not personally identify you.

6. User-generated contributions

The Licensed Application does not offer users the ability to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials, including text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information ('Contributions'). Contributions may be viewable by other users and through third-party sites. Any Contributions you transmit may be treated in accordance with the Licensed Application Privacy Policy. When you create or make available Contributions, you represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights of any third party.
  2. You are the creator and owner of, or have the necessary licences, rights, consents, releases, and permissions to use and authorise us, the Licensed Application, and other users to use, your Contributions as contemplated by the Licensed Application and this Licence Agreement.
  3. You have the written consent, release, or permission of each identifiable individual in your Contributions to use their name or likeness.
  4. Your Contributions are not false, inaccurate, or misleading.
  5. Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, or other forms of solicitation.
  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable.
  7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  8. Your Contributions are not used to harass or threaten any other person, or to promote violence against any person or class of people.
  9. Your Contributions do not violate any applicable law, regulation, or rule.
  10. Your Contributions do not violate the privacy or publicity rights of any third party.
  11. Your Contributions do not violate any law concerning child pornography.
  12. Your Contributions do not include offensive comments connected to race, national origin, gender, sexual preference, or physical handicap.
  13. Your Contributions do not otherwise violate, or link to material that violates, this Licence Agreement or any applicable law or regulation.

Any use of the Licensed Application in violation of the foregoing may result in termination or suspension of your rights to use it.

7. Contribution licence

You agree that we may access, store, process, and use any information and personal data that you provide, following the terms of the Privacy Policy and your choices. By submitting suggestions or other feedback you agree that we can use and share it for any purpose without compensation. We do not assert ownership over your Contributions; you retain full ownership. We are not liable for statements or representations in your Contributions. You are solely responsible for them and agree to exonerate us from any responsibility or legal action regarding them.

8. Liability

8.1 The Licensor's responsibility in the case of violation of obligations and tort is limited to intent and gross negligence. Only in case of a breach of essential contractual duties (cardinal obligations) shall the Licensor also be liable in case of slight negligence. In any case, liability is limited to the foreseeable, contractually typical damages. The limitation above does not apply to injuries to life, limb, or health.

8.2 The Licensor takes no accountability or responsibility for any damages caused by a breach of duties according to Section 2 of this Licence Agreement. To avoid data loss, You are required to make use of backup functions of the Licensed Application to the extent allowed by applicable third-party terms. You are aware that in case of alterations or manipulations of the Licensed Application, You will not have access to it.

9. Warranty

9.1 The Licensor warrants that the Licensed Application is free of spyware, Trojan horses, viruses, or any other malware at the time of Your download, and that it works as described in the user documentation.

9.2 No warranty is provided for the Licensed Application that is not executable on the device, that has been unauthorisedly modified or handled inappropriately or culpably, combined or installed with inappropriate hardware or software, or used with inappropriate accessories, or where there are other reasons outside of Eigencode Ltd's sphere of influence that affect its executability.

9.3 You are required to inspect the Licensed Application immediately after installing it and notify Eigencode Ltd about issues discovered without delay by email provided in Contact Information. A defect report will be considered and further investigated if it has been emailed within ninety (90) days after discovery.

9.4 If we confirm that the Licensed Application is defective, Eigencode Ltd reserves a choice to remedy the situation either by solving the defect or by substitute delivery.

9.5 In the event of any failure of the Licensed Application to conform to any applicable warranty, You may notify the Services Store Operator, and Your purchase price will be refunded to You. To the maximum extent permitted by law, the Services Store Operator will have no other warranty obligation with respect to the Licensed Application, and any other losses, claims, damages, liabilities, expenses, and costs attributable to any negligence to adhere to any warranty.

9.6 If the user is an entrepreneur, any claim based on faults expires after a statutory period of limitation of twelve (12) months after the Licensed Application was made available to the user. The statutory periods of limitation given by law apply for users who are consumers.

10. Product claims

Eigencode Ltd and the End-User acknowledge that Eigencode Ltd, and not the Services, is responsible for addressing any claims of the End-User or any third party relating to the Licensed Application or the End-User's possession or use of it, including (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

11. Legal compliance

You represent and warrant that You are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a 'terrorist supporting' country, and that You are not listed on any US Government list of prohibited or restricted parties.

12. Contact information

For general enquiries, complaints, questions, or claims concerning the Licensed Application, please contact:

Eigencode Ltd
13 Lynbrook Grove, London SE15 6HN, England
help@quaverley.com

13. Termination

The licence is valid until terminated by Eigencode Ltd or by You. Your rights under this licence will terminate automatically and without notice from Eigencode Ltd if You fail to adhere to any of its terms. Upon termination, You shall stop all use of the Licensed Application and destroy all copies, full or partial.

14. Third-party terms and beneficiary

Eigencode Ltd represents and warrants that it will comply with applicable third-party terms of agreement when using the Licensed Application.

In accordance with Section 9 of the 'Instructions for Minimum Terms of Developer's End-User Licence Agreement', both Apple and Google and their subsidiaries shall be third-party beneficiaries of this End User Licence Agreement and, upon Your acceptance of its terms and conditions, both Apple and Google will have the right to enforce this End User Licence Agreement against You as third-party beneficiaries.

15. Intellectual property rights

Eigencode Ltd and the End-User acknowledge that, in the event of any third-party claim that the Licensed Application or the End-User's possession and use of it infringes the third party's intellectual property rights, Eigencode Ltd, and not the Services, will be solely responsible for the investigation, defence, settlement, and discharge of any such claim.

16. Applicable law

This Licence Agreement is governed by the laws of England and Wales, English law, excluding its conflicts of law rules.

17. Miscellaneous

17.1 If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that achieves the primary purpose.

17.2 Collateral agreements, changes, and amendments are only valid if laid down in writing. This clause can only be waived in writing.

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