End-User Licence Agreement
Last Updated: 21 June 2024
This End-User Licence Agreement (“EULA”) is a legal agreement between you as an individual or on behalf of an entity (“you”) and Ian Sampson (“Licensor”) regarding your use of the selected software, including desktop applications, audio plugins, machine learning models, installer packages, and associated documentation (“Software”). Please read this EULA carefully before accessing or using the Software.
1. Agreement. By clicking the “Agree” button or otherwise downloading, installing, copying, accessing, or using the Software, you acknowledge that you have read this EULA and that you: (a) accept and agree to be bound by the terms of this EULA; (b) agree to comply with any applicable third-party terms and conditions in connection with your use of the Software; and (c) consent to the installation of the Software and all related components and software on your device. If you do not accept and agree to be legally bound by and comply with the terms of this EULA, you must not use the Software.
Licensor reserves the right to change this EULA at any time without prior notice by posting the updated EULA on Licensor’s website accessible here: https://hushaudioapp.com (“Website”). You are advised to review the Website regularly for any changes. Your continued access to and/or use of the Software after any such changes constitutes your full acceptance of, and agreement to be legally bound by, the terms and conditions of this EULA, as the same may be changed from time to time.
2. Applicability. This EULA applies to the Software that you use during the Trial Period (defined below) and/or use thereafter pursuant to a Licence (defined below) for the selected version of the Software.
3. Licences
3.1 Trial Period. You are permitted to download and trial the Software for a period commencing on the first day of using the Software and automatically expiring on the date specified in the Software or on the Website, or the number of days authorized by the Licensor in its sole discretion (“Trial Period”). Subject to the terms and conditions of this EULA, if you decide to opt-in to the Trial Period, Licensor hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited, revocable licence to use the selected software free of charge solely for the purposes of testing and evaluating the Software during the Trial Period (“Trial Licence”). The Trial Licence expires at the end of the Trial Period, and use beyond this period requires payment of Licence Fees (defined below) to obtain a Licence (defined below). After the Trial Period has expired, the Software will stop working and should be removed from your device.
3.2 Grant of Licence. Subject to the terms and conditions of this EULA, upon payment of the Licence Fees (defined below), Licensor hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited, revocable Licence to install, run, and use the specified version of the Software (“Licence”). The selected Licence will be subject to certain conditions, as follows:
a) Single-User Licence: This is a single-user Licence that grants access to the Software on an unlimited number of devices, provided the Licence is used by the designated licensee. Usage of the Single-User Licence by anyone but the designated licensee is an infringement on the rights of Licensor. As the designated licensee, you must comply with the terms and conditions of the Single-User Licence and at all times protect the Software from theft and/or abuse and are expressly prohibited from sharing the Software with others.
b) Multi-Seat Licence: This is a non-personal Licence acquired by or on behalf of an institution or entity as the designated licensee. A Multi-Seat Licence grants access to the Software to a maximum number of designated user accounts or “seats” as specified in the invoice issued for the Multi-Seat Licence. Seats may be allocated to individual users or devices. For seats allocated to individual users, only members of your organization may use the Software, and the total number of users who access, install, or use the Software may not exceed the number of designated seats. For seats allocated to devices, the Software may only be installed on computers or devices owned and managed by your organization, including shared workstations. The total number of devices on which the Software is installed must not exceed the number of designated seats. You are responsible for ensuring that the Software is only accessed and used by individuals or devices covered by the Multi-Seat Licence and that the total number of seats remains within the stipulated limit. Any use of the Software beyond the designated number of seats requires an additional Licence.
For greater certainty, for the purposes of this EULA, “Licence” shall collectively refer to the Single-User Licence and the Multi-Seat Licence, including any Upgrade Licence thereof pursuant to Section 3.4.
3.3 Updates. The selected Licence gives you access to the Software of the specified major version, including any updates, patches, upgrades, supplements, and error corrections (collectively, “Updates”). Updates do not include any new major version or new release of the Software that Licensor may issue as a separate or new product. Licensor may determine whether any issuance qualifies as a new major version, new release, or Update in Licensor’s sole discretion. To obtain access to any new major version or new release of the Software, you must acquire a new Licence. Unless otherwise stated, the selected Licence will not include add-ons or extensions to the Software that Licensor may make available as separate products, which will require a separate Licence.
3.4 Upgrade Licence. Subject to the terms and conditions of this EULA and your selected Licence, you are eligible for and may have the option to select an upgrade to the selected Licence or “Upgrade Licence” for a new major version of the Software. You may only obtain and use an Upgrade Licence if you have a Licence for the previous major version of the Software, or a Licence to another tier or version of the Software as specified in the upgrade. Unless otherwise stated, any such Upgrade Licence acquired by virtue of an upgrade will be subject to the same terms and conditions of this EULA under a new Licence upon payment of the required Licence Fees (defined below), offered at a discounted rate as specified by Licensor or on the Website.
3.5 Use Restrictions. You shall not use the Software and shall not permit any authorized users to use the Software for any purposes beyond the scope of the access granted in this EULA. You shall not at any time, directly or indirectly, and shall not permit any authorized users to: (a) copy, modify, or create derivative works of the Software, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software except as expressly permitted under this EULA; (c) reverse-engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Software, in whole or in part; (d) remove any proprietary notices from the Software; (e) integrate, embed, or use any part of the Software as a component of another product or service, whether commercial or non-commercial; (f) use the Software as a component of any automated system that performs actions without direct human interaction; or (g) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person, or that violates any applicable law, regulation, or rule.
3.6 Acceptable Use. You are responsible and liable for all uses of the Software, including but not limited to all actions and failures to take required actions with respect to the Software by you or your authorized account users or seats (if any), whether such access or use is permitted by or in violation of this EULA.
3.7 User Accounts. You are responsible for keeping confidential any of your access credentials, and/or any access credentials associated with your account users or seats (if any). You shall not sell or transfer your account information to any other person or entity. You will promptly notify Licensor about any unauthorized access to or use of your account information or the Software.
3.8 Shared Device. If you install the Software on a device that is shared with individuals who do not possess a valid Licence, you must ensure that the Software is uninstalled promptly when your session or work is complete. The provided uninstallation instructions should be followed to remove the Software from the shared device, including but not limited to any supporting files such as installer packages, helper applications, machine learning models, or other assets, in order to comply with this requirement.
3.9 Suspension or Termination. In addition to any rights and remedies available to Licensor in accordance with applicable laws, Licensor reserves the right to suspend or terminate your selected Licence without prior notice or warning in case of abuse of the Software, including but not limited to actions that violate the terms of this EULA, attempts to circumvent licensing restrictions, or use of any part of the Software for illegal or unethical purposes.
3.10 Licence Termination for Non-Payment. Failure to pay the Licence Fees may result in immediate termination of the Licence.
4. Reservation of Rights and Ownership. Licensor reserves all rights not expressly granted to you in this EULA. The Software is protected by all applicable intellectual property and laws. Your use of the Software does not grant or transfer to you any ownership or other rights in the Software, and, except as expressly provided, nothing herein or within the Software shall be construed as conferring on you or on any other person any licence under any of Licensor’s intellectual property or other rights, or under the intellectual property or other rights of any third party.
5. Licence Fees. You agree to pay all required fees for the selected Licence granted under this EULA (“Licence Fees”). Any promotions, discount codes, or other offers are subject to the terms and conditions as specified therein and cannot be combined, resold, or exchanged for any monetary value. All Licence Fees are payable in advance and are non-refundable. If you are dissatisfied with the Software, your sole and exclusive remedy is to discontinue using the Software, unless otherwise authorized in writing by Licensor in its sole discretion. All Licence Fees and other amounts payable by you under this EULA are exclusive of taxes and similar assessments. You are responsible for all applicable duties and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by you hereunder.
6. Audit Rights. Licensor reserves the right to audit your use of the Software to ensure compliance with this EULA. You agree to provide Licensor with reasonable assistance and access to information in the course of such audits. Licensor will bear its own costs for such audits, unless an audit reveals that you have underpaid any fees or violated any material term of this EULA, in which case you shall reimburse Licensor for the reasonable costs of the audit.
7. Support. The selected Licence granted hereunder entitles you to basic maintenance and support services arising from any major version of the Software, as determined by Licensor. Such support services shall be limited to answering general inquiries, offering troubleshooting steps, looking into bug fixes, and updating resources on the “Frequently Asked Questions” page on the Website. Licensor is entitled to terminate or discontinue support for any version or release of the Software at any time in Licensor’s sole discretion.
8. Third-Party Software. The Software may permit access to third-party products and links. For purposes of this EULA, such third-party products and links are subject to their own terms and conditions presented to you for acceptance within the Software by website link or otherwise. Licensor makes no representation or warranty with respect to these third-party products and links.
9. Indemnity. You agree to indemnify, defend (at Licensor’s option), and hold Licensor harmless from any claims, losses, liabilities, damages, suits, actions, costs, penalties, and demands arising from or relating to, directly or indirectly, actions undertaken by you or by your authorized users or seats in connection with this EULA, including but not limited to: (a) access to and/or use of the Software; (b) provision of any user data; (c) violation of any of the terms and conditions of this EULA; or (d) infringement of any intellectual property or other right of any person or entity.
10. Disclaimer. Read the following carefully. To the maximum extent permitted by applicable law, the Software is provided “as is” and “as available” without any representations, conditions, or warranties whatsoever. The entire risk associated with the use of the Software resides with you. Licensor expressly disclaims all other representations, warranties, or conditions, whether express, implied, or statutory, including any warranties or conditions of title, non-infringement, non-interference, and/or quiet enjoyment, system integration, or implied warranties or implied conditions of merchantability and fitness for a particular purpose.
Without limiting the generality of the foregoing, Licensor makes no representation or warranty that: (a) the functions contained in, or services performed or provided by, the Software will meet your requirements; (b) the Software will be compatible with your computer, mobile, or other device and/or software; (c) the Software will be available or will function without interruption or error; (d) use of the Software will be free of any viruses, Trojan horses, worms, or other destructive, intrusive, or disruptive components however caused; (e) transmission of information to and from the Software will be secure; (f) use of the Software will not infringe the rights (including intellectual property rights) of any person or entity; (g) use of the Software will not cause any damage to your computer, mobile, or other device, software, or electronic files; and/or (h) information, materials, and documents made available on the Software are accurate, complete, or current.
In no event will Licensor be liable to you or any other person or entity for any personal injury, damage to property, or any incidental, special, indirect, punitive, exemplary, or consequential damages whatsoever, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, whatsoever arising from, connected with, or relating to, directly or indirectly, the Software however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Licensor has been advised of the possibility of such damages. In no event shall Licensor’s aggregate liability to you exceed the amount paid to Licensor by you for the Software in accordance with this EULA. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy, or termination of this EULA.
11. Force Majeure. Licensor shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, supply shortages, and natural disasters.
12. Privacy and Data Protection. Without limiting the generality of this EULA, your use of the Software is also subject to the terms of the Licensor’s privacy policy, available at https://hushaudioapp.com/privacy (“Privacy Policy”), as amended from time to time, which is hereby incorporated into and made part of this EULA. You should carefully review the Privacy Policy, as it describes how Licensor handles the information you provide when you use the Software. By accessing or otherwise using the Software, you signify that you have read, fully understand, and agree to be legally bound by the Privacy Policy.
13. Applicable Law. This EULA and your use of the Software shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to any conflicts of law principles. You further agree to comply with all applicable export and re-export control laws and regulations as well as end-user, end-use, and destination restrictions issued by your local jurisdiction. You hereby irrevocably attorn to the exclusive jurisdiction of the courts located in the Province of Ontario with respect to any dispute arising from or related to this EULA, unless otherwise agreed by Licensor in Licensor’s sole discretion.
14. Severability and Waiver. If any provision of this EULA is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this EULA shall continue in full force and effect. No failure to exercise or waiver of any provision of this EULA shall be deemed to be a further or continuing waiver of such provision or any other provision of this EULA.
15. Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations under this EULA, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in Licensor’s sole discretion. Any assignment, delegation, or transfer in violation of this Section 15 is void.
Licensor may freely assign or otherwise transfer all or any of Licensor’s rights, or delegate or otherwise transfer all or any of Licensor’s obligations or performance under this EULA without your consent. This EULA is binding upon and enures to the benefit of the parties hereto and their respective permitted successors and assigns.
16. Entire Agreement. This EULA, including the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter of this EULA and cancels and supersedes any prior understandings and agreements between the parties with respect to the subject matter hereof.
17. Inquiries. Please direct inquiries to Licensor by email at: ian@hushaudioapp.com. Licensor appreciates feedback and other suggestions from you regarding the Software, and may, in Licensor’s sole discretion, use them without any restrictions or obligation to compensate you for them, and, unless otherwise agreed to previously in writing, is under no obligation to keep them confidential.