react-native-acoustic-connect-beta/Licenses/License

BETA: React native plugin for Acoustic Connect

��Acoustic License for Non-Warranted Programs



Part 1 - General Terms



BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING THE PROGRAM, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS,



* DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN "ACCEPT" BUTTON, OR USE THE PROGRAM; AND



* PROMPTLY RETURN THE UNUSED MEDIA AND DOCUMENTATION TO THE PARTY FROM WHOM IT WAS OBTAINED FOR A REFUND OF THE AMOUNT PAID. IF THE PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM.



1. Definitions



"Authorized Use" - the specified level at which Licensee is authorized to execute or run the Program. 



"License Information" ("LI") - a document that provides information and any additional terms specific to a Program. The LI can be found in the Program's directory, by the use of a system command, or as a booklet included with the Program.



"Program" - the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, files, and modules, 3) audio-visual content (such as images, text, recordings, or pictures), and 4) related licensed materials (such as keys and documentation).



2. Agreement Structure



This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any) and the LI and is the complete agreement between Licensee and Acoustic regarding the use of the Program. It replaces any prior oral or written communications between Licensee and Acoustic concerning Licensee's use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.



3. License Grant



The Program is owned by Acoustic or an Acoustic supplier, and is copyrighted and licensed, not sold.



Acoustic grants Licensee a nonexclusive license to 1) use the Program up to the Authorized Use specified in the invoice, 2) make and install copies to support such Authorized Use, and 3) make a backup copy, all provided that



a. Licensee has lawfully obtained the Program and complies with the terms of this Agreement;



b. the backup copy does not execute unless the backed-up Program cannot execute;



c. Licensee reproduces all copyright notices and other legends of ownership on each copy, or partial copy, of the Program;



d. Licensee ensures that anyone who uses the Program (accessed either locally or remotely) 1) does so only on Licensee's behalf and 2) complies with the terms of this Agreement;



e. Licensee does not 1) use, copy, modify, or distribute the Program except as expressly permitted in this Agreement; 2) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Program, except as expressly permitted by law without the possibility of contractual waiver; 3) use any of the Program's components, files, modules, audio-visual content, or related licensed materials separately from that Program; or 4) sublicense, rent, or lease the Program; and



f. if Licensee obtains this Program as a Supporting Program, Licensee uses this Program only to support the Principal Program and subject to any limitations in the license to the Principal Program, or, if Licensee obtains this Program as a Principal Program, Licensee uses all Supporting Programs only to support this Program, and subject to any limitations in this Agreement. For purposes of this Item "f," a "Supporting Program" is a Program that is part of another Acoustic Program ("Principal Program") and identified as a Supporting Program in the Principal Program's LI. (To obtain a separate license to a Supporting Program without these restrictions, Licensee should contact the party from whom Licensee obtained the Supporting Program.)



This license applies to each copy of the Program that Licensee makes.



3.1 Trade-ups, Updates, Fixes, and Patches



3.1.1 Trade-ups



If the Program is replaced by a trade-up Program, the replaced Program's license is promptly terminated.



3.1.2 Updates, Fixes, and Patches



When Licensee receives an update, fix, or patch to a Program, Licensee accepts any additional or different terms that are applicable to such update, fix, or patch that are specified in its LI. If no additional or different terms are provided, then the update, fix, or patch is subject solely to this Agreement. If the Program is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Program.



3.2 Fixed Term Licenses



If Acoustic licenses the Program for a fixed term, Licensee's license is terminated at the end of the fixed term, unless Licensee and Acoustic agree to renew it.



3.3 Term and Termination



This Agreement is effective until terminated.



Acoustic may terminate Licensee's license if Licensee fails to comply with the terms of this Agreement.



If the license is terminated for any reason by either party, Licensee agrees to promptly discontinue use of and destroy all of Licensee's copies of the Program. Any terms of this Agreement that by their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both parties' respective successors and assignees.



4. Charges



Charges, if any, are based on Authorized Use obtained, which is specified in the invoice. Acoustic does not give credits or refunds for charges already due or paid, except as specified elsewhere in this Agreement.



If Licensee wishes to increase its Authorized Use, Licensee must notify Acoustic or an authorized Acoustic reseller in advance and pay any applicable charges.



5. Taxes



If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on Acoustic's net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Program from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside the country in which the original Licensee was granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.



6. Money-back Guarantee



If Licensee is dissatisfied with the Program for any reason and is the original Licensee, Licensee may terminate the license and obtain a refund of the amount Licensee paid, if any, for the Program, provided that Licensee returns the Program to the party from whom Licensee obtained it within 30 days of the invoice date. If the license is for a fixed term that is subject to renewal, then Licensee may obtain a refund only if the Program is returned within the first 30 days of the initial term. If Licensee downloaded the Program, Licensee should contact the party from whom Licensee obtained it for instructions on how to obtain the refund.



7. Program Transfer



Licensee may transfer the Program and all of Licensee's license rights and obligations to another party only if that party agrees to the terms of this Agreement. If the license is terminated for any reason by either party, Licensee is prohibited from transferring the Program to another party. Licensee may not transfer a portion of 1) the Program or 2) the Program's Authorized Use. When Licensee transfers the Program, Licensee must also transfer a hard copy of this Agreement, including the LI. Immediately after the transfer, Licensee's license terminates.



8. No Warranties



SUBJECT TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, ACOUSTIC MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE PROGRAM OR SUPPORT, IF ANY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT.



SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY LAW. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.



THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 8 ALSO APPLY TO ANY OF ACOUSTIC'S PROGRAM DEVELOPERS AND SUPPLIERS.



MANUFACTURERS, SUPPLIERS, OR PUBLISHERS OF NON-ACOUSTIC PROGRAMS MAY PROVIDE THEIR OWN WARRANTIES.



ACOUSTIC DOES NOT PROVIDE SUPPORT OF ANY KIND, UNLESS ACOUSTIC SPECIFIES OTHERWISE. IN SUCH EVENT, ANY SUPPORT PROVIDED BY ACOUSTIC IS SUBJECT TO THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 8.



9. Licensee Data and Databases



To assist Licensee in isolating the cause of a problem with the Program, Acoustic may request that Licensee 1) allow Acoustic to remotely access Licensee's system or 2) send Licensee information or system data to Acoustic. However, Acoustic is not obligated to provide such assistance unless Acoustic and Licensee enter a separate written agreement under which Acoustic agrees to provide to Licensee that type of support, which is beyond Acoustic's obligations in this Agreement. In any event, Acoustic uses information about errors and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, Acoustic may use Acoustic entities and subcontractors (including in one or more countries other than the one in which Licensee is located), and Licensee authorizes Acoustic to do so.



Licensee remains responsible for 1) any data and the content of any database Licensee makes available to Acoustic, 2) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and 3) backup and recovery of any database and any stored data. Licensee will not send or provide Acoustic access to any personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that Acoustic may incur relating to any such information mistakenly provided to Acoustic or the loss or disclosure of such information by Acoustic, including those arising out of any third party claims.



10. Limitation of Liability



The limitations and exclusions in this Section 10 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver.



10.1 Items for Which Acoustic May Be Liable



Circumstances may arise where, because of a default on Acoustic's part or other liability, Licensee is entitled to recover damages from Acoustic. Regardless of the basis on which Licensee is entitled to claim damages from Acoustic (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Acoustic's entire liability for all claims in the aggregate arising from or related to each Program or otherwise arising under this Agreement will not exceed the amount of any 1) damages for bodily injury (including death) and damage to real property and tangible personal property and 2) other actual direct damages up to the charges (if the Program is subject to fixed term charges, up to twelve months' charges) Licensee paid for the Program that is the subject of the claim.



This limit also applies to any of Acoustic's Program developers and suppliers. It is the maximum for which Acoustic and its Program developers and suppliers are collectively responsible.



10.2 Items for Which Acoustic Is Not Liable



UNDER NO CIRCUMSTANCES IS ACOUSTIC, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:



a. LOSS OF, OR DAMAGE TO, DATA;



b. SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR



c. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.



11. Compliance Verification



For purposes of this Section 11 (Compliance Verification), "Program Terms" means this Agreement and applicable amendments and transaction documents provided by Acoustic.



The rights and obligations set forth in this Section 11 remain in effect during the period the Program is licensed to Licensee, and for two years thereafter.



11.1 Verification Process



Licensee agrees to create, retain, and provide to Acoustic and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Licensee's use of all Programs is in compliance with the Program Terms, including, without limitation, all of Acoustic's applicable licensing and pricing qualification terms. Licensee is responsible for 1) ensuring that it does not exceed its Authorized Use, and 2) remaining in compliance with Program Terms.



Upon reasonable notice, Acoustic may verify Licensee's compliance with Program Terms at all sites and for all environments in which Licensee uses (for any purpose) Programs subject to Program Terms. Such verification will be conducted in a manner that minimizes disruption to Licensee's business, and may be conducted on Licensee's premises, during normal business hours. Acoustic may use an independent auditor to assist with such verification, provided Acoustic has a written confidentiality agreement in place with such auditor.



11.2 Resolution



Acoustic will notify Licensee in writing if any such verification indicates that Licensee has used any Program in excess of its Authorized Use or is otherwise not in compliance with the Program Terms. Licensee agrees to promptly pay directly to Acoustic the charges that Acoustic specifies in an invoice for 1) any such excess use, 2) support for such excess use for the lesser of the duration of such excess use or two years, and 3) any additional charges and other liabilities determined as a result of such verification.



12. Third Party Notices



The Program may include third party code that Acoustic, not the third party, licenses to Licensee under this Agreement. Notices, if any, for the third party code ("Third Party Notices") are included for Licensee's information only. These notices can be found in the Program's NOTICES file(s). Information on how to obtain source code for certain third party code can be found in the Third Party Notices. If in the Third Party Notices Acoustic identifies third party code as "Modifiable Third Party Code," Acoustic authorizes Licensee to 1) modify the Modifiable Third Party Code and 2) reverse engineer the Program modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee's modifications to such third party code. Acoustic's service and support obligations, if any, apply only to the unmodified Program.



13. General



a. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.



b. For Programs Acoustic provides to Licensee in tangible form, Acoustic fulfills its shipping and delivery obligations upon the delivery of such Programs to the Acoustic-designated carrier, unless otherwise agreed to in writing by Licensee and Acoustic.



c. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.



d. Licensee agrees to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.



e. Licensee authorizes Acoustic and its subsidiaries (and their successors and assigns, contractors and Acoustic Business Partners) to store and use Licensee's business contact information wherever they do business, in connection with Acoustic products and services, or in furtherance of Acoustic's business relationship with Licensee.



f. Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations under this Agreement. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this Agreement.



g. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation: 1) neither party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two years after the cause of action arose; and 2) upon the expiration of such time limit, any such claim and all respective rights related to the claim lapse.



h. Neither Licensee nor Acoustic is responsible for failure to fulfill any obligations due to causes beyond its control.



i. No right or cause of action for any third party is created by this Agreement, nor is Acoustic responsible for any third party claims against Licensee, except as permitted in Subsection 10.1 (Items for Which Acoustic May Be Liable) above for bodily injury (including death) or damage to real or tangible personal property for which Acoustic is legally liable to that third party.



j. In entering into this Agreement, neither party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning: 1) the performance or function of the Program; 2) the experiences or recommendations of other parties; or 3) any results or savings that Licensee may achieve.



k. Acoustic has signed agreements with certain organizations (called "Acoustic Business Partners") to promote, market, and support certain Programs. Acoustic Business Partners remain independent and separate from Acoustic. Acoustic is not responsible for the actions or statements of Acoustic Business Partners or obligations they have to Licensee.



l. The license and intellectual property indemnification terms of Licensee's other agreements with Acoustic do not apply to Program licenses granted under this Agreement.



m. Both parties agree that all information exchanged is nonconfidential. If either party requires the exchange of confidential information, it will be made under a signed confidentiality agreement.



14. Geographic Scope and Governing Law



14.1 Governing Law



Both parties agree to the application of the laws of the country in which Licensee obtained the Program license to govern, interpret, and enforce all of Licensee's and Acoustic's respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles.



The United Nations Convention on Contracts for the International Sale of Goods does not apply.



14.2 Jurisdiction



All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Program license.



Part 2 - Country-unique Terms



For licenses granted in the countries specified below, the following terms replace or modify the referenced terms in Part 1. All terms in Part 1 that are not changed by these amendments remain unchanged and in effect. This Part 2 is organized as follows:



* Multiple country amendments to Part 1, Section 14 (Governing Law and Jurisdiction);



* Americas country amendments to other Agreement terms;



* Asia Pacific country amendments to other Agreement terms; and



* Europe, Middle East, and Africa country amendments to other Agreement terms.



Multiple country amendments to Part 1, Section 14 (Governing Law and Jurisdiction)



14.1 Governing Law



The phrase "the laws of the country in which Licensee obtained the Program license" in the first paragraph of 14.1 Governing Law is replaced by the following phrases in the countries below:



AMERICAS



(1) In Canada: the laws in the Province of Ontario;



(2) in Mexico: the federal laws of the Republic of Mexico;



(3) in the United States, Anguilla, Antigua/Barbuda, Aruba, British Virgin Islands, Cayman Islands, Dominica, Grenada, Guyana, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, and Saint Vincent and the Grenadines: the laws of the State of New York, United States;



(4) in Venezuela: the laws of the Bolivarian Republic of Venezuela;



ASIA PACIFIC



(5) in Cambodia and Laos: the laws of the State of New York, United States;



(6) in Australia: the laws of the State or Territory in which the transaction is performed;



(7) in Hong Kong SAR and Macau SAR: the laws of Hong Kong Special Administrative Region ("SAR");



(8) in Taiwan: the laws of Taiwan;



EUROPE, MIDDLE EAST, AND AFRICA



(9) in Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan: the laws of Austria;



(10) in Algeria, Andorra, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis and Futuna: the laws of France;



(11) in Estonia, Latvia, and Lithuania: the laws of Finland;



(12) in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, and Zimbabwe: the laws of England; and



(13) in South Africa, Namibia, Lesotho, and Swaziland: the laws of the Republic of South Africa.



14.2 Jurisdiction



The following paragraph pertains to jurisdiction and replaces Subsection 14.2 (Jurisdiction) as it applies for those countries identified below:



All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Program license except that in the countries identified below all disputes arising out of or related to this Agreement, including summary proceedings, will be brought before and subject to the exclusive jurisdiction of the following courts of competent jurisdiction:



AMERICAS



(1) In Argentina: the Ordinary Commercial Court of the city of Buenos Aires;



(2) in Brazil: the court of Rio de Janeiro, RJ;



(3) in Chile: the Civil Courts of Justice of Santiago;



(4) in Ecuador: the civil judges of Quito for executory or summary proceedings (as applicable);



(5) in Mexico: the courts located in Mexico City, Federal District;



(6) in Peru: the judges and tribunals of the judicial district of Lima, Cercado;



(7) in Uruguay: the courts of the city of Montevideo;



(8) in Venezuela: the courts of the metropolitan area of the city of Caracas;



EUROPE, MIDDLE EAST, AND AFRICA



(9) in Austria: the court of law in Vienna, Austria (Inner-City);



(10) in Algeria, Andorra, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, France, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Monaco, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis and Futuna: the Commercial Court of Paris;



(11) in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, and Zimbabwe: the English courts;



(12) in South Africa, Namibia, Lesotho, and Swaziland: the High Court in Johannesburg;



(13) in Greece: the competent court of Athens;



(14) in Israel: the courts of Tel Aviv-Jaffa;



(15) in Italy: the courts of Milan;



(16) in Portugal: the courts of Lisbon;



(17) in Spain: the courts of Madrid; and



(18) in Turkey: the Istanbul Central Courts and Execution Directorates of Istanbul, the Republic of Turkey.



14.3 Arbitration



The following paragraph is added as a new Subsection 14.3 (Arbitration) as it applies for those countries identified below. The provisions of this Subsection 14.3 prevail over those of Subsection 14.2 (Jurisdiction)