SweejTech License

These terms and conditions (“Terms and Conditions”) together with any executed Order Form which references them form a binding contract (“Agreement”) between the Client (as identified in the Order Form) and the Company, SweejTech (each a “party”, together, the “parties”).

You may not access, download, reproduce, or otherwise use or deal in Plugins or Outputs unless you have executed an Order Form with Company. Certain capitalised terms have special meanings which are explained in section 14. If there is any conflict between the Terms and Conditions and Order Form, terms labelled “Special Conditions” in the Order Form will take precedence, then these Terms and Conditions, then the Order Form.

Order Process and Fees

1. Client may apply for a license in respect of Plugins by submitting an Order Form to Company.  Submission of an Order Form is an offer by Client to enter a contract on the terms of the Order Form incorporating these Terms and Conditions.  Order Forms shall be effective and binding once, and only once, accepted by Company and executed by both parties. 
2. Subject to the Company’s acceptance of an Order Form, the Company will provide the Plugins to the Client using the delivery methods offered by Company from time to time.
3. Client shall pay to the Company the License Fee (if any) in accordance with each Order Form.  Unless indicated otherwise in the Order Form, the License Fee is payable in full in advance by bank transfer to an account nominated by Company.
4. All sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes, for which Client shall be responsible.
5. If Client fails to make any payment due to the Company under this Agreement by the due date for payment, then Client shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England's base rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount, at which point Client shall pay the interest together with the overdue amount.

Evaluation

1. Company may offer Client an opportunity to evaluate Plugins without charge for a certain period (the “Evaluation Period”) in which case (subject to execution of the Order Form by both parties) Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license (“Evaluation License”) during the Evaluation Period to use those Plugins internally for non-commercial purposes solely to evaluate Plugins and decide whether to request a paid license.
2. The Client acknowledges and agrees that the Evaluation License is strictly limited to internal use for evaluation purposes only. During an Evaluation Period in respect of any Plugins, the Client shall not:

use the Plugins for any commercial purpose, or for any other purposes outside the express scope of the Evaluation License;

distribute, modify, adapt, or create derivative works of (or based on) the Plugins, use, copy, or reverse engineer, decompile, or disassemble the Plugins, or attempt to derive source code from precompiled binaries; or

distribute, communicate to the public, rent, lend, perform, adapt, provide access to, or disclose the Plugins or any Outputs to third parties.

1. The Evaluation License shall automatically terminate upon expiry of the Evaluation Period, or earlier if this Agreement is terminated in accordance with its terms. Unless otherwise agreed by the Company in writing, upon such termination or upon the end of the Evaluation Period or upon request by the Company: (a) the Client shall immediately cease all use of the Plugins and return or destroy all copies of the Plugins in its possession or control; (b) the Client shall not distribute, communicate to the public, rent, lend, perform, adapt, provide access or disclose to third parties, or make any other use of, Outputs, unless expressly permitted by Company (for example, if a paid license is later granted which permits such acts). Clause 2.3 shall survive termination or expiry of this Agreement for any reason.

Paid Licenses

1. To the extent the Order Form includes a paid license, subject to Client’s payment of the License Fee and compliance with the terms of the Agreement, Company grants Client a non-exclusive, worldwide (unless specified otherwise in the Order Form) perpetual but revocable (in accordance with the terms of the Agreement) right and license, to do the following in respect of the Plugins identified in the Order Form, solely in connection with the associated Permitted Project(s) referred to in the Order Form:

use the Plugins to create Outputs;

modify, adapt, and otherwise create derivative works of the Plugins (the result of each is an “Integration”) solely for the purpose of improving and/or tailoring the Plugins for the Permitted Project(s); and

distribute Runtimes to its End Users as part of the Permitted Project(s).

1. Client shall not use or incorporate Plugins or Integrations in, or in connection with, any project other than the Permitted Project including, for the avoidance of doubt, where such any other project incorporates components that are also used in the Permitted Project.
2. Company may immediately revoke and/or terminate this Agreement and/or any licenses granted thereunder in the event of a material breach by the Client of any term of this Agreement which Client has failed to remedy within 30 (thirty) calendar days of receiving written notice of such breach from the Company.

Client Obligations

1. Client agrees, undertakes, and represents that it shall:

(save to Dev Partners in accordance with this Agreement) not distribute or disclose (or permit to be distributed or disclosed) Plugins or Integrations to any third party other than as Runtimes (in object code form only) in accordance with and when permitted by Clause 3.1 (for the avoidance of doubt this means that no Plugin or Integration source code may be distributed or disclosed to third parties aside from Dev Partners);

only distribute or disclose (or permit to be distributed or disclosed) Plugins or Integrations to Client’s software development contractors (“Dev Partners”) working on the applicable Permitted Project, where:

Client has entered a written agreement with Dev Partners which: (i) prohibits use, disclosure, or distribution of Plugins, Integrations or Runtimes, other than to the Client; (ii) permits Dev Partners only to use, reproduce, adapt and modify Plugins, Integrations or Runtimes solely for the purpose of providing software development services to Client as part of the Permitted Project; (iii) requires that Dev Partners delete all copies of the Plugins, Integrations and Runtimes at the latest upon completion of their work for Client on the Permitted Project; and (iv) prohibits any sublicensing of the Plugins, Integrations or Runtimes by Dev Partners;

Client shall: (i) keep a complete and accurate record of the disclosure to and use of Plugins, Runtimes, and Integrations to and by Dev Partners; (ii) produce such record to the Company on request from time to time; (iii) notify the Company as soon as it becomes aware of any unauthorised use, reproduction, adaptation, modification or disclosure of the foregoing by a Dev Partner; and (iv) procure that Dev Partners comply with the terms of the written agreement referred to above; and

Client will remain liable to the Company for any act or omission by Dev Partner’s which is inconsistent with this Agreement.

only license or distribute Runtimes:

to End Users as an inseparable part of Permitted Projects, and only for such End User's personal non-commercial use as necessary to use the Permitted Projects, on a non-transferrable, non-exclusive, non-sub-licensable basis; or

to its publishers or similar distributors solely for the purpose of enabling them to market and distribute the Runtime to End Users in accordance with 4.1.3(a) on behalf of the Client provided always that Client shall procure that such distribution complies with this Agreement;

subject to an agreement with the licensee which is consistent with the terms and limitations of this Agreement.

not (other than as expressly required by law or expressly permitted by this Agreement) modify, adapt, decompile, or disassemble, or create derivative works of or software or products which incorporate, Plugins or Runtimes;

notify the Company as soon as it becomes aware of any unauthorised use of the Plugins, Runtimes, or Integrations by any person.

1. Nothing in this Agreement shall prevent Company from licensing, using or otherwise exploiting any Plugins itself, for or with any third parties in any manner, media, or form that it wishes for any purpose.

Active Licenses, Updates & Support

1. Where the Order Form includes an Active License Period applicable to a Plugin, Company will, during the Active License Period: (a) make Patches and Updates available to Client relevant to those Plugins; and (b) provide Support Services in respect of those Plugins.  The foregoing applies only in respect of the Engines and Supported Platforms identified in the Order Form.  For the avoidance of doubt, Company is not required to provide any technical or other support, beyond that referred to in this clause.
2. Client will, where directed by Company (for example, without limitation, where they relate to security or critical bugfixes) make Patches and/or Updates available to End Users and require End Users to install them within a reasonable time.
3. Notwithstanding anything to the contrary in this Agreement, as of the expiration or termination of an Active License Period, the Company will not be under any obligation to provide the Client with: (a) any further support in connection with the Client’s use of the relevant Plugins; (b) any further Patches and Updates to such Plugins; and/or (c) any new Plugins.
4. Company may, following the expiry or termination of any Active License Period, continue to make Patches available to Client in which case the terms of this Agreement will continue to apply to such Patches save that Company will be entitled to make Patches available to its End Users as if the Active License Period were still in effect in respect of those Patches.

Intellectual Property

1. All Intellectual Property Rights in and to the Plugins and any Updates or additional features or functionality created by or for Company shall belong to Company, and Client shall have no rights in respect of Plugins except as expressly granted under this Agreement.
2. Excluding Plugins and Updates themselves, all Intellectual Property Rights in and to the Outputs generated by Client shall belong to Client, and Company shall have no rights in respect of such Outputs except as expressly granted under this Agreement. If any claim, action, or allegation (IPR Claim) is made (or in Company’s reasonable opinion is likely to be made) that the possession, reproduction, distribution, use or other exploitations of Plugins (or any part thereof) infringes the Intellectual Property Rights or other right of any third party, or if Company is in breach of those warranties set out at section 9 Company may at its sole option:

procure for Client the right to continue using Plugins in accordance with the terms of the Agreement;

modify Plugins such that they cease to be infringing or comply with the Agreement; or

terminate the Agreement and refund to Client a proportion of the License Fees paid in advance in respect of a period during which Client will not be entitled to use the relevant Plugins as anticipated by the Agreement.

Confidentiality

1. Each party shall keep confidential all, and shall not use for its own purposes (other than exercise of rights or performance of obligations under this Agreement) nor without the prior written consent of the other disclose to any third party (except as may be required by law or as may be necessary for such party to exercise or protect its rights under this Agreement), any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless (other than through breach of any confidentiality obligation) that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party without restriction on disclosure. Each party shall use its reasonable endeavours to prevent unauthorised disclosure of such information.

Credits, Client Names, and Logos

1. Subject to Client’s prior written consent in each instance (email being sufficient), Client grants to the Company a non-exclusive, revocable right and license to use the Client names and logos on Company’s website and/or in other marketing materials for the purpose of identifying Client as a licensee of Company. Company shall immediately stop any use of the Client’s names and logos where requested by Client.
2. Client shall include as part of any copy of a Permitted Project or part thereof distributed to an End User or other third party, the following credit, and proprietary notices: “Empowered by SweejTech © 2022 – [2024 or, if later, year of publication of the Permitted Project] Sweet Justice Sound Ltd. All rights reserved” and the SweejTech logo (a copy of which will be provided by the Company).  These shall be included by Client in user manuals or documentation, as part of the Client’s Permitted Project launch splash screens (if any), and in a credits section of the Permitted Project, which is easily accessible to End Users, and in each case using a legible font of size 12px or above.

Warranties

1. Except as set forth in this Agreement, Plugins, Runtimes, and any other materials supplied by Company are provided “as is”, without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for purpose and noninfringement. Company does not warrant use of Plugins or Runtimes will be entirely uninterrupted or free of defects.  Company warrants only that, on delivery, Plugins and Runtimes (excluding any Integration), function in material accordance with their then-current specification, only on the Engines and Supported Platforms identified in the Order Form.

Indemnification

1. Client shall indemnify Company against all liabilities, costs, expenses, damages, and losses suffered or incurred by Company arising out of or in connection with: (a) any claim or allegation made against Company by Client’s End Users; (b) any claim against Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with any Integration created by or for or on behalf of Client.

Liability

1. Liability for death or injury resulting from a party’s own negligence or that of its employees, agents or sub-contractors and liability in respect of fraud or fraudulent misrepresentation shall not be limited.
2. Other than in respect of infringement of Intellectual Property Rights in or relating to the Plugins or Integrations, neither party shall be liable for any loss of profit, goodwill, or any type of special, indirect, or consequential loss even if such loss was reasonably foreseeable or such party had been advised of the possibility of incurring the same.
3. Subject to section 11.1, the total aggregate liability of the Company, whether in contract, tort (including negligence) or otherwise, under or in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the License Fee payable to the Company by the Client under this Agreement.
4. Subject to section 11.1, and excluding in respect of the indemnity at clause 10, infringement of Intellectual Property Rights of Company or its licensors, breach of clause 7, or use of Plugins or Integrations outside the scope of licenses granted under this Agreement, the total aggregate liability of the Client, whether in contract, tort (including negligence) or otherwise, under or in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the License Fee payable to the Company by the Client under this Agreement.

Term and Termination

1. This Agreement shall come into force on the Effective Date and shall continue (subject to clause 12.5) until terminated in accordance with its terms (“Term”).
2. If either Party materially breaches this Agreement and fails to remedy such material breach within 30 (thirty) calendar days of receiving written notice of such breach from the other Party, the non-breaching Party may terminate this Agreement with immediate effect by written notice to the other Party.  Company may terminate the Agreement at any time during the Evaluation Period by written notice to Client.
3. Client may terminate this Agreement by notice to Company subject to payment of all License Fees due in respect of the full Term as set out in the Order Form.
4. On termination or expiry of the Agreement for any reason:

all rights and licenses granted to the Client shall immediately cease, except that Client may continue to license and distribute Runtimes in accordance with Clause 4.1.3;

the Client shall cease all use of the Plugins, Runtimes, Integrations, confidential information, and materials provided by the Company other than as set out in Clause 12.4.1;

the Client shall, upon Company’s request, promptly return to the Company or destroy all copies of the Plugins, Runtimes, confidential information, and any other materials provided by the Company, other than as set out in Clause 12.4.1, and certify in writing to the Company that it has done so;

the Client shall pay all outstanding License Fees and interest due (if any) to the Company.

1. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry. The provisions of this Agreement that are intended by their nature to survive termination or expiry shall continue in full force and effect, including, without limitation, sections 3, 4, 6, 7, 8, 9, 10, 11, 12, 13 and 14.

General

1. No party will be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (“Force Majeure Event”). If a Force Majeure Event continues for three months, the unaffected party may terminate this Agreement by giving 30 days’ written notice to the other party.
2. Any notice under this Agreement may be given personally, by email or by sending it to the relevant party’s address.  Any such notice shall be deemed to be effective immediately on personal or email delivery, or 48 hours after posting.
3. This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties hereto.
4. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
5. This Agreement sets out the entire understanding between the parties with respect to the subject matter thereof and replaces and supersedes all prior oral and written representations, arrangements and understandings between the parties relating thereto. Nothing in this section shall exclude or limit the liability of either party for fraudulent misrepresentation.
6. Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the parties and neither of the parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
7. If any part of this Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.
8. No forbearance, delay, or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.
9. This Agreement is made and shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
10. A person who is not a party to this Agreement shall not have any rights under or in connection with it.
11. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

Interpretation

1. The following terms shall have the following meanings:

“Affiliates” means, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party;

“End Users” means customers of Client for use of the Permitted Projects;

“Integration” has the meaning ascribed to it by clause 3.1.2;

“Intellectual Property Rights” means patents, inventions, trademarks, domain names, database rights, design rights, trade dress, rights in know-how, confidential information, trade secrets, copyright, moral rights and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered and including applications for the grant of any such rights and any and all forms of protection having equivalent or similar effect anywhere in the world and any rights under licenses in relation to any such right;

“Support Services” means, subject to provision by Client of information, access, materials, and other cooperation reasonably required by Company, Company using its reasonable efforts to: (a) respond (within a reasonable time) to queries from Client regarding technical support in relation to licensed Plugins; and (b) promptly fix crashes in Plugin code identified by Client;

“Order Form” refers to an order form describing the Plugins, license period, fees, and other commercial terms applicable to a license of Plugins under these Terms and Conditions, and the following terms (and any other capitalised terms defined in the Order Form) have the meanings ascribed to them in the Order Form: “Permitted Project”, “Supported Platforms”, “Engines”, “License Fee”, “Evaluation Period”,  “Active License Period”;

“Output” means any software or other interactive product or material, or audiovisual content or other materials created using a Plugin;

“Patches” means an Update described as a patch by Company, typically intended to deliver bug fixes rather than additional functionality;

“Plugin” means the software plugins made available to Client by Company, as agreed in the Order Form, along with any Integrations;

“Runtime” means a compiled Plugin or Integration in object code form which is strictly necessary for End Users to use a Permitted Project;

“Term” has the meaning given in section 12.1; and

“Updates” means an update to Plugins made generally available to customers of the Company and typically intended to remedy faults or make improvements or add new functionality.

1. A “person” includes a corporate or unincorporated body. “Writing” or “written” includes e-mail.  Words in the singular include the plural and, in the plural, include the singular. Any words following the terms; including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.