EULA agreement Timber Sfera

End-User License Agreement ("Agreement")

Last updated: November 07, 2019

Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button, downloading or using Timber Sfera Plugin ("Application"). Timber Sfera Plugin uses a proprietary audio processing technology developed by Mosquito Engine BV, and process the sound to make an enhanced immersive experience for the listener ("the Timber 3D audio processing")

By clicking the "I Agree" button, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.

This Agreement is a legal agreement between you (either an individual or a single entity, as you stated in the registration form) and Timber 3D Sales (“licensor”), in representation as exclusive world sales agent of Mosquito Engine BV and it governs your use of the Application made available to you by the Licensor.

If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the Application.
The Application is licensed for a limited period of time, not sold, to you by the licensor for use strictly in accordance with the terms of this Agreement.

If you ask for a free trial of the Application, this EULA agreement will also govern that trial for the trial period agreed.

If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions.

License of use is rented for a period of time
Subject to payment of the License Fee, the licensor hereby grants, and you accept, the right and license to download, install and use the Application by entering the key access code delivered by the Licensor for a single user and for the time expressly specified on the Purchase Order(s) or otherwise purchased at any time in the future, and for the time period specified in the Purchase Order(s). The license is limited to the rental period specified in the Purchase Order(s) and is non-exclusive and non-transferable. You may not use such Software after the applicable time-out period has ended, unless you have renewed the rental period of the Application. The license is worldwide, non-exclusive and, except as expressly authorized pursuant to the terms of this Agreement, non-transferable.

However, the rights that the Licensor grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.

The License becomes effective on the date you accept this Agreement for the time expressly specified on the Purchase Order.

The License does not grant you any title or ownership in the Licensed Technology.

User License
The Licensed Technology is licensed to you for use by a single User. The User may store the Licensed Technology on any of the User’s computers, but the Licensed Technology cannot be shared with others (including any other employees or agents).

New Versions and Content
During the term of your License, you will be entitled to access future Versions of the Timber 3D Engine and new Content that the licensor chooses to make available to you. The licensor does not have any obligation to make new Versions of the Engine Code or new Content available. Nor does the licensor have any obligation to continue to make available for access or download any or all Versions of the Engine Code or Content.

Taxes
Licensee is responsible for all taxes on all payments required to be made by you under this Agreement (other than taxes that the Licensor is obligated to pay on its income, which are Licensors’ responsibility). If the Licensee is required by a government agency to reduce your payment to the Licensor for any reason, you are required to provide sufficient documentation to the Licensor supporting the withholding.

Support
The Licensor does not have any support obligations with respect to the Licensed Technology under this Agreement.

Restrictions
You agree not to, and you will not permit others to:
license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
· modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
· remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Timber 3D Sales or its affiliates, partners, suppliers or the licensors of the Application.

Intellectual Property
The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Mosquito Engine BV.

Third-Party Services
The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services").
You acknowledge and agree that the Licensor shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Licensee does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination
This Agreement shall remain in effect until terminated by you or the Licensor.
The Licensor may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from the licensor, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your computer.
Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your computer.
Termination of this Agreement will not limit any of the Licensor rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
Indemnification
You agree to indemnify and hold the Licensor and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

No Warranties
The Application is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Licensor, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the licensor provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither Licensor nor any Licensor’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Licensor are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability
Notwithstanding any damages that you might incur, the entire liability of the Licensor and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Application.
To the maximum extent permitted by applicable law, in no event shall the Licensor or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Licensor or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severability
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.
Amendments to this Agreement
The Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.

Governing Law
The laws of The Kingdom of the Netherlands, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

Contact Information
If you have any questions about this Agreement, please contact us.

Entire Agreement
The Agreement constitutes the entire agreement between you and Timber 3D Sales regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Timber 3D Sales and it’s affiliates.
You may be subject to additional terms and conditions that apply when you use or purchase other Timber 3D Sales services, which Timber 3D Sales will provide to you at the time of such use or purchase.