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(C) 2024 immersionLabs
(C)2024 immersionLabs
Beta Participation Agreement (BPA) for audire Audio Engine Software
Thank you for your interest in participating in immersionLabs’s Audio Engine Software
audire (hereinafter “audire”) beta testing !
Please note that audire is in beta version and it is still undergoing a final testing before its official release. The audire software package and all content found on it are provided on an “as is” and “as available” basis. immersionLabs does not give any warranties, whether express or implied, as to the suitability or usability of audire or any of its content. The audire BPA is a legal agreement (hereinafter “Agreement”) between immersionLabs and you, either an individual or a single entity, (hereinafter “Licensee”), that outlines the obligations that you agree to meet by participating in the beta testing. This Agreement covers all audire software, the associated media, any printed materials, data, files and information and any “online” electronic documentation which it accompanies, and which has been provided to the Licensee without payment of any fees or costs. This Agreement takes precedence over any other agreement or terms embedded within the Application.
Assent to Be Bound
This agreement is a binding agreement made and entered into as of the date the Licensee confirms the agreement and clicks the “Join the beta phase” button during registration, by executing a written copy of this Agreement, or by downloading, installing, copying or otherwise using audire. The Licensee agrees to be bound by the terms of this Agreement. If the Licensee does not understand or agree with any term or condition of this agreement, the Licensee should contact immersionLabs to arrange to be removed from the Beta testing at no charge to the icensee.
DISCLAIMER
BY JOINING THE audire BETA PARTICIPATION AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; (B) REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND BE BOUND BY IT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT JOIN THE BETA TESTING AND EXIT THE immersionLabs WEBSITE.
THE BETA VERSION OF THE APPLICATION LICENSED HEREUNDER MAY CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE, FOR WHICH NO FEES HAVE BEEN CHARGED OR ARE DUE FROM THE LICENSEE, IS TO OBTAIN FEEDBACK ON THE PERFORMANCE OF THE APPLICATION AND THE IDENTIFICATION OF DEFECTS. THE LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE APPLICATION AND/OR ACCOMPANYING MATERIALS.
Feedback from the Licensee
It is expressly understood, acknowledged, and agreed that the Licensee shall, regardless of whether or not formally requested to do, provide to immersionLabs reasonable suggestions, comments and feedback regarding audire, including but not limited to usability, bug reports and test results, with respect to testing audire (collectively, “Feedback”). Contingent upon all of the terms and conditions herein and especially upon the Licensee’s obligations to provide Feedback, the Licensee grants immersionLabs, under all of the Licensee’s intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid-up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of the Feedback as part of any immersionLabs product, technology, service, specification or other documentation (individually and collectively, “immersionLabs Product”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any immersionLabs Product; (iii) solely with respect to the Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by the Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a immersionLabs Product, technology or service. Further, the Licensee warrants that the Licensee’s Feedback is not subject to any license terms that would purport to require immersionLabs to comply with any additional obligations with respect to any immersionLabs Products that incorporate any Feedback.
Grant of License
Subject to the terms and conditions of this Agreement, immersionLabs grants to the Licensee a non-exclusive, non-transferable license (without the right to sublicense) to use audire solely for purposes of internal testing and evaluation.
Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) Modify or create any derivative works of audire or its documentation, including translation or localization (code written to published APIs (application programming interfaces) for the Application shall not be deemed derivative works); (b) Copy the audire distributables except as provided in this Agreement or elsewhere by immersionLabs; (c) Separate the audire software, which is licensed as a single product, into its component parts. (d) Sublicense or permit simultaneous use of audire by more than one user; (e) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any immersionLabs Product (except to the extent applicable laws specifically prohibit such restriction); (f) Redistribute, encumber, sell, rent, lease, sublicense, use audire in a timesharing or service bureau arrangement, or otherwise transfer rights to any other application. You may NOT transfer audire under any circumstances; (g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the immersionLabs Product(s); (h) Capture and publish any screen shots of the Application’s user interface, user workflow or any other graphical user interface assets online, to the public or a third party without immersionLabs prior written consent; (i) Publish any results of benchmark tests run on any Software to a third party without immersionLabs prior written consent.
Beta-Software Product Support
immersionlabs is under no obligation to provide technical support under the terms of this license and provides no assurance that any specific errors or discrepancies in the audire software will be corrected.
Ownership and Copyright of Software
The Software material provided by immersionLabs and all copies thereof, are proprietary to and the property of immersionLabs and/or or its suppliers. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Software and its relevant material are and will remain vested in immersionLabs and Licensee shall have no such intellectual property rights in the audire software and its material. The audire software is protected by German copyright laws and international treaty provisions. The Licensee will not remove copyright notices from the software. The Licensee may not, and shall prevent any third parties from attempting to, copy or reproduce any software or documentation provided by immersionLabs, without immersionLabs prior written consent. Except as expressly provided herein, immersionLabs does not grant any express or implied right to the Licensee related to or arising from patents, copyrights, trademarks, or trade secret information owned by immersionLabs . Any Feedback will be fully owned by immersionLabs . The Licensee agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Feedback and the related intellectual property rights to immersionLabs .
Confidentiality
This audire software is Confidential Information. The Licensee will not disclose the audire software or any comments regarding Software to any third party without the prior written approval of immersionLabs . The Licensee will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. The Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on the Licensee’s part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to the Licensee without any limitation on use or disclosure prior to its receipt from immersionLabs ; or (d) independently developed by the Licensee’s employees; or(e) generally made available to third parties by immersionLabs without restriction on disclosure.
The obligation of confidentiality set forth in the present section shall survive the termination of the Agreement by either party for any reason.
This Agreement may not be assigned by the Licensee or by operation of law to any other person, persons, firms, or corporations without the express written approval of immersionLabs .
Termination of This Agreement
The Licensee’s rights with respect to audire will terminate upon the earlier of (a) the initial commercial release by immersionLabs of a generally available version of audire or (b) six months after the last date Recipient receives audire or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to immersionLabs (or, at immersionLabs’s request, destroy), the Software, Documentation, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information.
Limitation on Liability
Provision of any Software under this Agreement is experimental and shall not create any obligation for immersionLabsto continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to the Licensee or to any other party. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL immersionLabs OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF immersionLabs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Software may be accessed via handheld devices whose use in the full responsibility of Licensee. immersionLabs will not be held liable for the Licensee accidents of any nature relating to its use via handheld devices. For example, immersionLabs recommends its use while not driving as to limit the Licensee distraction and risk of accident. This Agreement stipulates that the Licensee may not hold immersionLabs liable for any distraction related accidents or any degree of damage from said accidents.
Export Restrictions
Licensee acknowledges that Software is of EU origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the EU Export Regulations, as well as end-user, end-use and destination restrictions issued by the EU and other governments.
Entire Agreement
This Agreement constitutes the complete and exclusive agreement between immersionLabs and the Licensee with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by an authorized representative of immersionLabs and Licensee.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Gemany.
Unless the Licensee is acting as a consumer, each of the parties to this Agreement irrevocably agrees that the courts of Lemgo (DE) shall have exclusive jurisdiction to hear and decide any suit, action, or proceedings, and/or to settle any disputes, which may arise out of or in connection with this Agreement or its formation or validity and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of Lemgo.
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