1. End-User License Agreement (“EULA”) of oeksound Ltd
The software (Bloom, Soothe2, Spiff, Soothe Live) that accompanies this license is supplied under this End-User License Agreement (“EULA”). By installing or using the Software you are agreeing to be bound by the terms and conditions of this EULA. If you do not agree with these terms and conditions, do not install, or use the Software.
2. TERMS AND CONDITIONS
Subject to the terms and conditions of this EULA, and payment of applicable license fees oeksound grants you a non-exclusive, non-transferable, perpetual, and irrevocable license to use the Software for your personal or internal business purposes.
The software which accompanies this license (the “Software”) is the property of oeksound and is protected by copyright law. While oeksound continues to own the Software and any applicable patents and intellectual property, you will have certain rights to use the Software after your acceptance of this license. Your rights and obligations with respect to the use of this Software are as follows:
You may not transfer this software license to any third party, except with the prior express written consent of oeksound. oeksound reserves all rights to deny any requests for the transfer of this license and may institute transfer fees and policies as it sees fit at the time of any request for the transfer of this license.
The Software contains copyrighted material, trade secrets, and other proprietary material. In order to protect them, and except as and only to the extent expressly permitted by applicable law or this EULA, you may not reverse engineer, decompile, disassemble, analyze or otherwise reduce the Software to a human-perceivable form; or copy, modify, adapt, translate, make available, sell, distribute, lend, rent, lease nor in other way, directly or indirectly, dispose of, or make any derivative works of the Software in whole or in part. You may not make any attempt to discover the source code, algorithms or methods employed within.
You may not make any attempt to circumvent any copy protection methods used to protect this Software.
The Software may automatically connect to the Internet to check for version updates, notifications, and to validate that the software is properly authorized and operating in accordance with this EULA. Computer system information, IP address, and software usage data may be transmitted to our servers for the purpose of improving our product and to provide you with relevant information and services. No personal information is collected. To the extent such data may constitute, or may be subsequently combined with other data and in that form constitute, your “personal data” within the meaning of the Regulation (EU) 2016/679 (General Data Protection Regulation), the processing of such personal data is covered by the oeksound Privacy Policy (https://oeksound.com/privacy-policy/). If the Software detects that it has been tampered with or modified in any way, additional information may be collected, which may include information identifying your computer and email address, and the software may not operate, or operate with reduced functionality.
The Software may install additional components such as drivers and peripheral applications that are required for proper operation of the Software.
This EULA shall be governed by the laws of Finland, without reference to its choice-of-law. Any controversy, dispute or claim arising out of this EULA or the breach thereof shall be finally settled by the by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. oeksound shall, in its sole discretion, also have the right to invoke the courts of law having jurisdiction at your domicile or place of business. Furthermore, you also acknowledge that in the event of your breach of any material provision of this EULA, oeksound may be without an adequate remedy at law. You therefore agree that in the event of such a breach hereof, oeksound may elect to institute and prosecute proceedings in any court of competent jurisdiction to enjoin your continuing breach hereof, including without limitation by obtaining injunctive relief. By seeking or obtaining any such relief, oeksound shall not be precluded from seeking or obtaining any other relief to which it may be entitled.
3. USAGE AND ACTIVATIONS
The Bloom Software may be used by one (1) person and activated simultaneously on up to three (3) computers (e.g., one workstation and one laptop), provided that the software is only used on one computer at a time.
The Soothe2 Software may be used by one (1) person and activated simultaneously on up to two (2) computers (e.g., one workstation and one laptop), provided that the software is only used on one computer at a time.
The Spiff Software may be used by one (1) person and activated simultaneously on up to two (2) computers (e.g., one workstation and one laptop), provided that the software is only used on one computer at a time.
The Soothe Live Software may be used by one (1) person and activated simultaneously on up to two (2) computers (e.g., one workstation and one laptop), provided that the software is only used on one computer at a time.
4. FEES
You may be eligible for a free trial of the Software, as specified on our website or in our marketing campaigns. The free trial period will last for the duration specified at the time of sign-up. During the free trial, you will have access to the Software. At the end of the free trial period, you must purchase a license to continue using the Software. If no purchase is made, your access to the Software will be terminated.
License Fee (the “Cost”) is informed in the online store where you purchase the Software. If you choose a Payment Plan (defined below), you will pay a set fraction of the Cost each month (each, an “Installment”) for the specified number of months until the Cost is fully paid, as further detailed below. You may opt to pay off the entire balance of the Cost at any time during your Payment Plan.
We may use third-party services to facilitate payments and Subscription processes. By submitting your information, you grant us the right to share it with these third parties, subject to our privacy policy. The order process is facilitated by our online reseller (currently FastSpring), acting as the merchant of record (“Merchant of Record”). Services provided by the Merchant of Record are subject to their own terms and privacy policies. You are responsible for independently reviewing those terms and privacy policies applicable to you. Any conflicts between this EULA and terms of the Merchant of Record regarding payments and Payment Plan shall be governed by the terms of the Merchant of Record, which shall prevail and apply independently to you.
If you acquire Software through a rent-to-own payment plan (“Payment Plan”), you are purchasing a month-to-month license for the duration of the Payment Plan. At the end of this period, provided you have made all Installment payments without refund, chargeback, or other payment issues, your monthly license will convert to a perpetual license. If you stop your Payment Plan, as outlined below, you will lose your monthly license to the Software and your ability to access it, unless and until you resume your Payment Plan. You will not receive a perpetual license for the Software under a Payment Plan until after you have made the final Installment payment. If you have a Payment Plan, Merchant of Record will charge your payment method each month for the Instalment until you stop your Payment Plan.
UNLESS YOU HAVE A FREE TRIAL, YOU MUST PAY FOR AT LEAST ONE INSTALLMENT BEFORE USING THE SOFTWARE. BY PURCHASING A LICENSE FOR THE SOFTWARE UNDER A PAYMENT PLAN, YOU AGREE THAT THE MERCHANT OF RECORD WILL CHARGE YOUR PAYMENT METHOD EACH MONTH FOR THE INSTALLMENT UNTIL THE FULL PRICE IS PAID OFF, UNLESS YOU STOP YOUR PAYMENT PLAN, AS DESCRIBED BELOW. MERCHANT OF RECORD WILL CHARGE YOUR PAYMENT METHOD FOR THE INSTALLMENT EACH MONTH ON THE DAY CORRESPONDING TO THE DATE YOU PURCHASED THE SOFTWARE, OR, IF NO SUCH DATE EXISTS IN A GIVEN MONTH, THEN THE LAST DAY OF SUCH MONTH.
YOU MAY STOP YOUR PAYMENT PLAN AT ANY TIME BEFORE PAYING THE FINAL INSTALLMENT BY VISITING THE RENT-TO-OWN SUBSCRIPTION MANAGEMENT PAGE. IF YOU STOP YOUR PAYMENT PLAN, YOU WILL NO LONGER HAVE ACCESS TO THE SOFTWARE, EFFECTIVE AT THE END OF YOUR THEN-CURRENT BILLING CYCLE.
IF WE SUSPECT THAT YOU ARE INCURRING EXCESSIVE OR FRAUDULENT CHARGEBACKS TO YOUR BANK, WE RESERVE THE RIGHT TO TERMINATE YOUR PAYMENT PLAN AT OUR SOLE DISCRETION.
FURTHER, OEKSOUND AND ITS LICENSORS RESERVE THE RIGHT TO TERMINATE A USER’S PAYMENT PLAN WITHOUT PROVIDING A REFUND IF SUCH USER BREACHES THE EULA.
If you stop your Payment Plan in accordance with this EULA, you may be able to resume your Payment Plan in the future. If you resume your Payment Plan, your account will reflect any Installment payments made by you prior to stopping your Payment Plan. Without limiting the foregoing, oeksound does not guarantee that any particular Software will be available for you to resume a Payment Plan. If the Software has reached the end-of-sales, you will be able to pay off remaining balance to continue using the Software. If the Software has reached end-of-life, you will no longer be able to pay off the remaining balance and will need to purchase a license for the new version of the Software.
5. NO WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY
To the extent permitted by applicable law, you acknowledge that the Software is provided on an “as is”, without warranties of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not oeksound assume the entire cost of any service and repair. You shall be responsible for any costs, direct or consequential, that using the Software may cause.
OEKSOUND, THE RIGHTS HOLDER OF THIS SOFTWARE PRODUCT, SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OEKSOUND BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE INCURRED IN RELATION TO THE SOFTWARE OR THE USE THEREOF. IN ANY CASE, OEKSOUND’S TOTAL LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.
6. MISCELLANEOUS
Termination: This EULA is effective until terminated. Your rights under this EULA will terminate automatically without notice from oeksound if you fail to comply with any term(s) of this EULA. Upon termination, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.”
Termination for Misuse: oeksound reserves the right to terminate this EULA immediately without notice if you engage in misuse, fraudulent activity, or any violation of this EULA. Upon termination, you must cease all use of the Software and destroy all copies.
End-of-Sales: oeksound reserves the right to designate the Software as end-of-sales, at which point the Software will no longer be available for new purchases. Existing users with a valid license will continue to receive support and updates as outlined in this EULA until the Software reaches its end-of-life.
End-of-Life: oeksound reserves the right to designate the Software as end-of-life. Upon such designation, no further updates or support will be provided. Users with a perpetual license may upgrade to the latest version, which may be subject to additional fees.
Support, Maintenance, and Updates: oeksound may provide you with support, maintenance services, and Updates related to the Software.
Upgrades: oeksound may, from time to time, provide you with upgrades to the Software. Upgrades may include enhancements, new features, or improvements. oeksound reserves the right to determine, in its sole discretion, the nature, content, and timing of any upgrades. Access to upgrades may be subject to additional fees and terms as specified by oeksound.
Indemnification: You agree to indemnify, defend, and hold harmless oeksound, its officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Software, your violation of this EULA, or your violation of any rights of another.”
Confidentiality: You agree to keep all proprietary information related to the Software confidential, including but not limited to source code, algorithms, documentation, technical data, and any other information marked or reasonably understood to be confidential. You shall not disclose such information to any third party without the prior written consent of oeksound. This obligation of confidentiality will survive the termination of this EULA.
Severability: If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions of this EULA will remain in full force and effect.”
Entire Agreement: This EULA constitutes the entire agreement between you and oeksound regarding the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
Amendments: oeksound reserves the right to amend this EULA at any time by providing notice to you. Your continued use of the Software after any such amendment constitutes your acceptance of the new EULA.