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End User License Agreement | |
Important – Use of this Software is subject to license restrictions. | |
Carefully read this license agreement before using the software. | |
This End User License Agreement (this “Agreement”) is a legal | |
agreement between you, either individually or as an authorized | |
representative of the company or organization acquiring the license, and | |
teamaud.io LLC (“Team Audio”). THE DOWNLOAD AND USE OF THE SOFTWARE | |
INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND | |
CONDITIONS SET FORTH IN THIS AGREEMENT. If you do not agree to these | |
terms and conditions, do not download or otherwise use the Software. | |
1. License Grant | |
a. The software programs you are installing, downloading, or have | |
acquired with this Agreement, including any audio plug-in, updates, | |
upgrades, modifications, revisions, copies, online materials and design | |
data (the “Software”) are copyrighted, proprietary information of | |
Team Audio and its affiliates, who maintain exclusive title to all | |
Software and retain all rights not expressly granted by this Agreement. | |
Team Audio grants to you, subject to your continued compliance with the | |
terms and conditions set forth in this Agreement, a non-exclusive, | |
non-transferable, revocable license to use a single copy of the Software | |
owned or distributed by Team Audio on up to three (3) computers owned or | |
controlled by you in machine readable, object-code form for your | |
personal home entertainment and commercial use on a compatible | |
electronic device, or for such use otherwise authorized by Team Audio. | |
2. Restrictions and Intellectual Property Ownership | |
a. You may not, without Team Audio’s prior written consent, (i) | |
decompile, disassemble or reverse engineer the Software or otherwise | |
attempt to gain access to its source code, except to the extent that | |
such restrictions are expressly prohibited by law; (ii) copy, offer for | |
public display, translate, adapt, modify or otherwise alter the | |
Software, or create derivative works thereof, including derivative works | |
with respect to artwork contained in the Software, except to the extent | |
that such restrictions are expressly prohibited by law; (iii) rent, | |
lease, loan, sublicense or distribute the Software, or offer it on a | |
pay-per-play, coin-op or other for charge (or free) basis; (iv) use the | |
Software to infringe the copyrights or other intellectual property | |
rights of others in any way; (v) remove, circumvent, disable, damage or | |
otherwise interfere with security-related or limiting features of the | |
Software, and/or (vi) modify or delete the copyright and other | |
proprietary rights notices on or in the Software. | |
b. The Software, which is copyrighted, including any modifications, | |
upgrades, or updates thereto, is the sole and exclusive property of Team | |
Audio and is a valuable asset and trade secret of Team Audio. Team | |
Audio retains all ownership and intellectual property rights to the | |
Software and to any modifications, upgrades, or updates thereto. Except | |
for the rights granted herein, you shall have no right, title, or | |
interest of any kind in or to the Software. | |
3. Additional Restrictions for Demo Version | |
If the Software was provided to you for demo use for a limited period of | |
time and/or number of uses, you agree not to use the Software beyond the | |
expiration or termination of the demo period. You acknowledge and agree | |
that the Software may include code designed to prevent you from | |
exceeding these limits, and that such code may remain on your computer | |
or device after deletion of the Software to prevent you from installing | |
another copy of the Software and repeating the demo. | |
4. Term and Termination. | |
a. This Agreement remains effective until expiration or termination. | |
This Agreement will immediately terminate upon notice if you exceed the | |
scope of the license granted or otherwise fail to comply with the | |
provisions in sections 1, 2, and 3 above. For any other material breach | |
of the Agreement, Team Audio may terminate this Agreement if you are in | |
breach and fail to cure the breach within thirty (30) days of written | |
notification. If Software is provided for a limited term use, this | |
Agreement will automatically expire at the end of the authorized term. | |
b. Upon termination of this Agreement for any reason, you agree to | |
delete from any permanent machine storage (i.e., hard disk) previously | |
loaded copies of the Software in all forms. Upon request of Team Audio, | |
you shall certify in writing that all copies of the Software and | |
associated documentation have been destroyed or returned to Team Audio. | |
The indemnity and limitation of liability obligations hereunder, as well | |
as your obligations with respect to confidential treatment of the | |
Software and Team Audio’s trade secrets, other intellectual property, | |
and proprietary information, shall survive the termination of this | |
Agreement. | |
5. Disclaimer of Warranties. | |
TEAM AUDIO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, | |
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A | |
PARTICULAR PURPOSE. TEAM AUDIO MAKES NO WARRANTY THAT ANY SOFTWARE WILL | |
PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS THEREIN CAN OR | |
WILL BE CORRECTED. TEAM AUDIO FURTHER DISCLAIMS ANY IMPLIED WARRANTIES | |
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND | |
NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, | |
COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, YOU ACKNOWLEDGE THAT | |
TEAM AUDIO IS NOT RESPONSIBLE FOR THE INTERNET OR WHETHER IT SHOULD | |
CONTINUE TO EXIST IN ITS PRESENT FORM OR WHETHER OR NOT A GOVERNMENT OR | |
GOVERNMENTAL AGENCY, EITHER FOREIGN OR DOMESTIC, WILL CONTROL, REGULATE | |
OR DISBAND THE INTERNET. USE OF THE INTERNET IS AT YOUR SOLE RISK. | |
6. Indemnity; Responsibility | |
a. In the event that some or all of the Software is held or is believed | |
by Team Audio to infringe upon patent or copyrights of third parties, | |
Team Audio shall have the option, at its expense: (i) to modify the | |
Software to be non-infringing; or (ii) to obtain for you a license to | |
continue using the Software. If it is not commercially feasible to | |
perform either of the above options, then Team Audio may require from | |
you return of the infringing Software and all rights thereto. Upon | |
return of the infringing Software to Team Audio, you may terminate the | |
Agreement with ten (10) days’ written notice. This subsection sets | |
forth Team Audio’s entire liability and exclusive remedy for | |
infringement. | |
b. You will defend and indemnify Team Audio and its affiliates against | |
any claim incurred by, borne by or asserted against Team Audio or its | |
affiliates that relates to or results from (i) your use of the Software, | |
(ii) any intentional or willful conduct or negligence by you or (iii) | |
any breach of an applicable representation, covenant or warranty | |
contained herein. | |
c. In no event shall Team Audio be held responsible for any damage in | |
the event your passwords are disclosed, including but limited to any | |
damage that occurs to your account, your characters or your scores. | |
Further, Team Audio shall not be liable for any financial or emotional | |
damage or distress you may suffer and/or for subsequent loss or damage | |
to your Account, characters, scores as a result of the disclosure of | |
your passwords to a third party. You shall not disclose your passwords | |
to any third party or allow anyone to use your password to access your | |
account, or to use the Software. It is also prohibited to obtain, | |
attempt to obtain, use, or attempt to use the password of anyone else. | |
d. You are solely responsible for any and all telecommunications or | |
other connectivity charges incurred through your use of the application. | |
7. Confidentiality | |
You agree that you will not, directly or indirectly, copy the structure, | |
sequence, or organization of the Software, nor will you copy any portion | |
of the Software or related documentation to produce software programs | |
that are substantially similar to the Software. | |
8. LIMITATION OF LIABILITY | |
EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR | |
INEFFECTIVE UNDER APPLICABLE LAW, IN NO EVENT WILL TEAM AUDIO BE LIABLE | |
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR | |
DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR | |
ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF TEAM | |
AUDIO OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH | |
DAMAGES. TEAM AUDIO’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO | |
EVENT EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SOFTWARE OR SERVICE | |
GIVING RISE TO THE CLAIM. IN THE CASE WHERE NO AMOUNT WAS PAID, TEAM | |
AUDIO SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. | |
9. Assignment; Jurisdiction. | |
This Agreement will be binding upon, and will inure to the benefit of, | |
the permitted successors and assigns of each party hereto. You may not | |
assign, delegate, transfer, or otherwise convey this Agreement, or any | |
of its rights hereunder, to any entity without the prior written consent | |
of Team Audio, which consent Team Audio may give or withhold in its sole | |
discretion, and any attempted assignment or delegation without such | |
consent shall be void. This Agreement, and all matters arising out of | |
or relating to this Agreement, shall be governed by the laws of the | |
State of Texas, United States of America. Any legal action or | |
proceeding relating to this Agreement shall be instituted in any state | |
or federal court in Travis County, Texas, United States of America. | |
Team Audio and you agree to submit to the jurisdiction of, and agree | |
that venue is proper in, the aforesaid courts in any such legal action | |
or proceeding. | |
10. Severability; Waiver | |
In the event any provision of this Agreement is held to be invalid or | |
unenforceable, the remaining provisions of this Agreement will remain in | |
full force. The waiver by either party of any default or breach of this | |
Agreement shall not constitute a waiver of any other or subsequent | |
default or breach. Except for actions for nonpayment or breach of | |
either party’s intellectual property rights, no action, regardless of | |
form, arising out of this Agreement may be brought by either party more | |
than two years after the cause of action has accrued. The headings | |
appearing in this Agreement are inserted for convenience only, and will | |
not be used to define, limit or enlarge the scope of this Agreement or | |
any of the obligations herein. | |
11. Interpretation; Compliance. | |
This Agreement constitutes the complete agreement between the Parties | |
and supersedes all previous and contemporaneous agreements, proposals, | |
or representations, written or oral, concerning the subject matter of | |
this Agreement. This Agreement may not be modified or amended except in | |
a writing signed by you and Team Audio; no other act, document, usage, | |
or custom shall be deemed to amend or modify this Agreement. It is | |
expressly agreed that the terms and conditions of this Agreement | |
supersede the terms of any purchase order. Each party agrees to comply | |
with all relevant export laws and regulations of the United States and | |
the country or territory in which the Services are provided (“Export | |
Laws”) to assure that neither any deliverable, if any, nor any direct | |
product thereof is (a) exported, directly or indirectly, in violation of | |
Export Laws or (b) intended to be used for any purposes prohibited by | |
the Export Laws, including without limitation nuclear, chemical, or | |
biological weapons proliferation. Each party agrees to comply with all | |
federal, state and local laws and regulations applicable to this | |
Agreement. Each party represents and warrants that it is qualified to | |
do business in the geographies in which it will perform its obligations | |
under this Agreement, and will obtain all necessary licenses and | |
permits, and satisfy any other legal, regulatory and administrative | |
requirements, necessary to its performance hereunder. | |
13. Notices; How to Contact Team Audio | |
The Software is made available to you by Team Audio, LLC located at 611 | |
Cloud Ct., Round Rock, TX 78681 (or at an updated address posted online | |
at HYPERLINK "https://teamaud.io/" https://teamaud.io/ ). If you | |
have any questions about the Software, you may contact Team Audio at | |
[email protected] . | |
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS | |
AGREEMENT, AND YOU UNDERSTAND THAT, BY CONTINUING THE DOWNLOAD OR | |
INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY | |
PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER OR MOBILE DEVICE HARD | |
DRIVE, COMPUTER RAM, OR OTHER STORAGE, YOU AGREE TO BE BOUND BY THE | |
TERMS AND CONDITIONS OF THIS AGREEMENT. | |
Last updated: June 2022 | |
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