St. James Plugin End User License Agreement

PLEASE READ THESE LICENCE TERMS CAREFULLY

This licence agreement (Licence) is a legal agreement between you (you or your) and Blackstar Amplification Ltd (company number 05187927) whose registered office is Beckett House, 14 Billing Road, Northampton NN1 5AW (our, us or we) for:

(A) the software made available here, the data supplied with such software and the associated media comprising: (i) software purchased by you in accordance with our terms and conditions available here as updated and amended from time to time (Paid Software); (ii) free trial versions of the Paid Software (Free Trial Software); and (iii) free software made available by us for download from time to time (Free Software) together, the Software; and

(B) printed materials and electronic documentation related to the Software (Documentation).

We license 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.

The operating system requirements for the Software are available here (OS Requirements).

OPERATIVE PROVISIONS
1. Grant And Scope Of Licence, Minor Changes, Updates And Updgrades

1.1. In return for you agreeing to comply with the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
1.2. In respect of the Paid Software, subject to you complying with clause 2.1, on purchase of the Paid Software you will be provided with an activation code to use the Paid Software (the Activation Code).
1.3. You can access all Activation Codes issued to you by us from time to time here.
1.4. You may:
1.4.1. in respect of Paid Software and subject to you complying with clause 2.1, install, use and activate (using the Activation Code) the Paid Software for your personal purposes only on up to three central processing units (CPUs) at any one time;
1.4.2. in respect of the Free Trial Software subject to you complying with clause 2.1, install and use the Free Trial Software for your personal purposes only on up to three CPUs at any one time;
1.4.3. in respect of the Paid Software and/or the Free Trial Software, provided it is used at any one time on only up to three CPUs owned or leased by you, transfer the Paid Software and/or Free Trial Software from one computer to another;
1.4.4. in respect of Free Software:
1.4.4.1. install and use the Software for your personal purposes only on one CPU;
1.4.4.2. provided it is used at any one time on only one CPU owned or leased by you, transfer the Software from one computer to another;
1.4.5. provided you comply with the provisions in clause 3, make copies of the Software for back-up purposes;
1.4.6. 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 (but see clause 1.5, clause 1.6 and clause 1.7); and
1.4.7. use any Documentation in support of the use permitted under clause 1.4 and make such copies of the Documentation as is reasonably necessary for its lawful use.
1.5. We may update or require you to update the Software, provided that the Software shall always match the description of the Software that we provided to you before you bought it.
1.6. The Software may be upgraded to reflect changes in the OS Requirements.
1.7. Manufacturers of operating systems may make changes to such systems, which affect the performance and/or operation of Software. Whilst we do what we can to ensure the Software remains compatible, changes made by manufacturers of operating systems are outside our control. We will have no liability to you if the Software fails to operate as expected and this is caused by a change made to the operating system by its manufacturer.

2. ILOK

2.1. In order to use the Paid Software and/or Free Trial Software, you must:
2.1.1. download iLok Licence Manager on the computer you are seeking to download the Paid Software or Free Trial Software (as the context requires) on; and
2.1.2. have an iLok account.
2.2. In using iLok you will be required to comply with iLok’s terms and conditions of use here. Because the contract for your use of iLok will be direct between you and iLok, we will not be responsible for:
2.2.1. any problem with the services provided to you by iLok (including, but not limited to, their specification and/or fitness for purposes); or
2.2.2. any loss or damage you suffer due to your use of iLok.
2.3. We recommend that you carefully read iLok’s website terms and conditions and privacy policy prior to using its website. We do not approve (and shall have no responsibility for) any of iLok’s software (including, but not limited to, its licence manager) nor the content of iLok’s website.
2.4. In respect of the Free Trial Software, your access to the Free Trial Software will be automatically deactivated at the end of the trial period (as notified to you on download of the Free Trial Software or as otherwise confirmed by us to you in writing) associated with the Free Trial Software.
2.5. For the avoidance of doubt, you are not required to comply with this clause 2 in order to use the Free Software.

3. Restrictions

3.1. For the purposes of this Licence, an Intellectual Property Right is a right which is granted (at law) to creators and/or owners of works (e.g., written material, films, computer software) and which result from intellectual creativity. Examples of Intellectual Property Rights of which you may be aware include copyright, trade marks, patents, design rights and moral rights. If you have any questions about Intellectual Property Rights, you should seek appropriate legal advice.
3.2. Except as expressly set out in this Licence or as permitted by any local law, you agree:
3.2.1. 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;
3.2.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software, any Activation Code and/or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
3.2.3. 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 as permitted by law, such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
3.2.3.1. is used only for the Permitted Objective;
3.2.3.2. is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective;
3.2.3.3. is not used to create any software that is substantially similar in its expression to the Software;
3.2.4. to keep all copies of the Software and any Activation Code secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software and any Activation Code;
3.2.5. to include our copyright notice on all entire and partial copies of the Software in any form;
3.2.6. 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 without prior written consent from us;
3.2.7. not to provide, or otherwise make available any Activation Code to any person without prior written consent from us;
3.2.8. not use the Software in any manner that infringes or is likely to infringe our Intellectual Property Rights and/or the Intellectual Property Rights of third parties; and
3.2.9. to comply with all applicable technology control or export laws and regulations.

4. Intellectual property rights

4.1. You acknowledge and agree that:
4.1.1. all Intellectual Property Rights (see clause 3.1 for a definition of Intellectual Property Rights) in the Software and the Documentation throughout the world belong to us;
4.1.2. rights in the Software are licensed (not sold) to you; and
4.1.3. you have no Intellectual Property Rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this Licence.
4.2. You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.

5. What if you think there is something wrong with the SOFTWARE?

5.1. If you think there is something wrong with the Software, you must let us known by contacting our customer service team, using the contact details which can be found here.
5.2. We honour our legal duty to provide you with Software that is as described to you on our website and that meet all the requirements imposed by law.
5.3. We will have no responsibility for the Software not being as described to you on our website, or for it failing to meet all the requirements imposed by law if you have:
5.3.1. altered or modified the Software;
5.3.2. used the Software other than in accordance with this Licence or any other instructions provided by us to you; or
5.3.3. used the Software on a system that doesn’t meet the OS Requirements.

6. Our Responsibility for loss or damage caused by us or the Software

6.1. We’re responsible for losses you suffer caused by us breaking this Licence unless the loss is:
6.1.1. unexpected, i.e., it was not obvious that it would happen (so, in the law, the loss was unforeseeable);
6.1.2. avoidable, i.e., something you could have avoided by taking reasonable action (for example, damage to your own digital content or device, which was caused by the Software and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us, including but not limited to, the OS Requirements); or
6.1.3. a business loss, i.e., it relates to your use of the Software for the purposes of your trade, business, craft or profession.

7. Termination

7.1. We 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 written notice requiring you to do so.
7.2. Upon termination or expiry of this Licence for any reason:
7.2.1. all rights granted to you under this Licence shall cease;
7.2.2. you must cease all activities authorised by this Licence; and
7.2.3. in the case of the Free Software, you must, as soon as possible, delete or remove the Free Software from all computer equipment in your possession and as soon as possible destroy all copies of the Free Software and Documentation then in your possession, custody or control.

8. Communications between us

8.1. If you wish to contact us in writing, you can contact us here. 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 or by pre-paid post to the address you provide or confirm to us.

9. How we may use your personal information

9.1. Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided here and it is important that you read that information.

10. Other important terms

10.1. We may transfer our rights and obligations under this Licence to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Licence.
10.2. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
10.3. This Licence is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
10.4. Each of the clauses of this Licence operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
10.5. If we do not insist immediately that you do anything you are required to do under this Licence, or if we delay in taking steps against you in respect of your breaking this Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

11. GOVERNING LAW AND JURISDICTION

11.1. This Licence is governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.