flewkey-overlay/licenses/JUCE-7-EULA

JUCE 7 End User License Agreement

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING
THE SOFTWARE:

Welcome to JUCE 7! This JUCE 7 end-user licence agreement (Agreement) is a legal
agreement between you (Licensee or you) and Raw Material Software Limited (RMS,
Licensor, us or we) for the JUCE 7 Framework, which includes both the JUCE Code
and the Projucer and DemoRunner Software, and the associated media. For the
purposes of this Agreement, JUCE Personal, JUCE Pro, JUCE Indie, JUCE Education,
shall be described as “Code”, and Projucer and DemoRunner shall be described as
“Software” and the Code and Software may be described as “Framework”. Users of
JUCE 6 should refer to the JUCE 6 End-User License Agreement. Users of JUCE 5
should refer to the JUCE 5 End-User License Agreement. Users of JUCE 4 should
refer to the JUCE 4 End-User License Agreement.

IMPORTANT NOTICE TO ALL USERS:

BY CLICKING ON THE "ACCEPT" BUTTON LINKING TO THESE TERMS, OR BY DOWNLOADING,
INSTALLING OR USING THE JUCE FRAMEWORK, YOU AGREE TO THE TERMS OF THIS
AGREEMENT, AND ALL INCORPORATED TERMS INCLUDING THE JUCE PRIVACY POLICY AND
WEBSITE TERMS OF SERVICE, AS APPLICABLE, WHICH WILL BIND YOU. IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT LICENSE THE JUCE FRAMEWORK TO
YOU AND YOU MUST DISCONTINUE THE INSTALLATION OR DOWNLOAD PROCESS OR CEASE USE
OF THE JUCE FRAMEWORK. If you are accepting the terms of this Agreement on
behalf of a company or other legal entity, you represent and warrant that you
have the authority to bind that company or other legal entity to the terms of
this Agreement and, in such event, “you” and “Licensee” will refer to that
company or other legal entity. You affirm that you are at least 18 years of age.
If you are not 18 years of age but you are at least the age of 13, you may use
the JUCE Framework only if your parent or guardian agrees to be bound by this
Agreement. Parents and guardians of users under the age of 18 agree to the terms
of this Agreement, and any reference to “you” shall include the parent or
guardian.

You should print a copy of this Licence for future reference.

Each JUCE licence comes with similar, yet slightly different features, which are
fully explained in the chart found here. A truncated version of the chart is
found directly below.  JUCE Personal Free	JUCE Indie $40	JUCE Pro $130
Education Free Splash screen	‘Made with JUCE’ splashscreen	Custom animation
or none	Custom animation or none	‘Made with JUCE’ splash screen Revenue
or funding limit	$50k	$500k	No limit	No limit Minimum
commitment	 	1 month	1 month	 One-off perpetual price
$800	$2,600	 

Each type of JUCE licence also comes with different Minimum Commitments, Revenue
Limits and Fees, as discussed below.

REVENUE LIMITS AND MINIMUM COMMITMENTS

There are different licences and options for use of the JUCE Code, and each
licence has different Minimum Commitments, Revenue Limits and features. To see
the full set of features and functionality of each licence, please visit
https://juce.com/get-juce. The following describes the Minimum Commitments and
Revenue Limits for each licence. Revenue Limits are based on gross revenue,
meaning all monies collected, including through funding, whether it be received
in connection with your JUCE Applications or not, without offsets of any kind.

JUCE Personal

JUCE Personal comes with one licence seat and aims to provide individuals with
the opportunity to utilize JUCE free of charge. We provide this licensing option
to grow the base of developers who can engage with JUCE and explore its
capabilities. To this end, there is no Minimum Commitment. However, you may only
use your JUCE Personal to release Applications up to a Revenue Limit of $50,000
(USD or currency conversion equivalent). This means that if gross revenue is
generated or raised by you in the amount of $50,000 or more, which is gross
revenue, without offsets of any kind and based on overall monies collected, then
you may only continue to release your Application in connection with your JUCE
Personal licence if (a) you license your Application as an open-source project
under the GNU License, as further described in clause 1.9 below, or (b) you
upgrade to JUCE Indie or JUCE Pro, as applicable. If you want to distribute your
Application, but don’t want to release your Application under the GNU License,
then you must upgrade to either JUCE Indie or JUCE Pro.

JUCE Indie

JUCE Indie is for smaller companies and teams generating less than a Revenue
Limit of $500k per year in gross revenue or funding. Companies qualifying for
JUCE Indie can acquire multiple licences for $40/month per developer under the
subscription plan or $800 for a one-off perpetual licence per developer. We
require a 1-month Minimum Commitment for the JUCE Indie subscription plan. You
may release Applications with your JUCE Indie licence up to a Revenue Limit of
$500,000. This means that if your company’s total gross revenue earned or raised
exceeds $500,000, then you will be required to either upgrade to JUCE Pro,
license your Application as an open-source project under the GNU License, or
stop using the Framework and distributing your Applications.

JUCE Pro

JUCE Pro is for businesses and teams and is also offered as a per-developer
licence, with a Fee required for each developer on a team or within a business
who uses JUCE Pro. Companies can acquire the JUCE Pro license for $130/month per
developer under the subscription plan or $2,600 for a one-off perpetual licence
per developer. We require a 1-month Minimum Commitment for the JUCE Pro
subscription plan. There is no Revenue Limit for use of JUCE Pro.

JUCE Education

JUCE Education is offered to bona fide educational institutions and comes with a
number of seats as requested by the educational institution. JUCE Education is
free and does not come with any Minimum Commitments or Revenue Limits. You agree
to submit any requested documentation to show proof of a bona fide educational
institute.

What are the Projucer and the DemoRunner?

The Projucer and DemoRunner are not to be confused with the JUCE Code. The
Projucer is rather a Software project management tool to be used with the JUCE
Code that helps you organize your Code. The DemoRunner is a simple app
showcasing the capabilities of the JUCE Code. Both are included in your JUCE
licence. The Projucer and the DemoRunner are referred to as “Software,” and the
JUCE Code together with the Projucer and DemoRunner Software are collectively
referred to as “Framework” throughout this Agreement.

What is the GNU General Public License?

If you exceed your Revenue Limit for JUCE Personal and don’t want to upgrade to
a JUCE Indie or JUCE Pro license, then to distribute your Applications you must
release the source code under the open-source GNU General Public License v.3 as
described in this Agreement.

During the term of this Agreement, you expressly acknowledge and agree that if
you are a JUCE Personal, JUCE Indie user and the Revenue Limit thresholds,
above, are exceeded, then you may no longer use that tier of the Framework to
distribute Applications, and to continue distributing Applications you must
either: (a) purchase a different JUCE licence (if eligible); (b) cease
distributing your Applications; (c) license your Applications under the GNU
License. We may monitor your compliance with and enforce these restrictions and
requirements as described in clause 10.4 below.

1. Grant and scope of Licence for the Framework

1.1. We do not sell the Framework to you. The Framework is licensed to you as
described in this Agreement and we remain the owners of the Framework at all
times. Provided you adhere to the terms of this Agreement, including payment of
Fees and Minimum Commitments, we grant you a non-exclusive, non-transferable
(except as provided in clause 11.2 below) licence to download, develop, and
modify the Code to enable the development of the Applications on the terms of
this Agreement, and to download the Software to be used in connection with the
Code.

1.2. The following five JUCE modules are governed by the permissive ISC License:
juce_core, juce_audio_devices, juce_audio_basics, juce_events, juce_blocks.

1.3. Each JUCE licence includes New Features and Minor Updates for that specific
JUCE license and all previous versions of JUCE, but does not include New
Releases.

1.4. Each JUCE licence comes with a specific number of seats for users to
utilise the Framework, and you agree that only one user may utilise the
Framework per seat offered in your specific JUCE licence for the purposes of
coding and development. Note: if you have a JUCE Pro license and are installing
JUCE on multiple computers and such computers are only being used for
compilation and testing, such usage is included in your JUCE Pro license and no
additional seats are required.

1.5. You may not use a JUCE subscription licence to license Applications owned
by a third party. Where the Licensee Content is not owned by the licence holder
the licence holder must have a perpetual licence.

1.6. You may not use JUCE Personal, JUCE Indie, JUCE Pro or JUCE Education
simultaneously. You may not combine or integrate your Licensee Content developed
with one tier of the Code (e.g., JUCE Personal) simultaneously with any of your
Licensee Content that you develop with another tier (e.g., JUCE Indie or JUCE
Pro).

1.7. You may sell or distribute Applications using the Code that incorporates
your Licensee Content to end users, provided that you adhere to the terms in
this Agreement, including paying applicable Fees once you hit your Revenue
Limit. You may not sell, sublicense, or otherwise distribute the Code or
Software on their own.

1.8. Where you have licensed JUCE Education, you may be requested to provide
certain documentation before being approved, and RMS reserves the right in its
sole discretion to decline authorization for JUCE Education.

1.9. Remember, unless you upgrade to JUCE Indie or JUCE Pro, if you exceed the
Revenue Limit for JUCE Personal and you want to continue distributing
Applications, then you must do so under the GNU GPLv3 License. The GNU GPLv3 is
an open-source licence and requires, among other things, that you make your
source code available and license modified files and larger derived works
(including all linked code) under the same terms of the GNU License. Please
review the terms of the GNU GPLv3 License carefully.

1.10. You may not create Applications directed toward Children, unless you fully
comply with the COPPA rules, including without limitation obtaining verifiable
parental consent, as further described in clause 10 below. You are responsible
for any liabilities arising out of a violation of COPPA.

1.11. Each particular type of JUCE license comes with certain features as
described further in this chart, and you agree to only use the JUCE Framework as
is allowed under your particular JUCE licence, including not removing the JUCE
splash screen if you have the JUCE Personal or JUCE Education licence.

2. Restrictions

Except as expressly set out in this Agreement or as permitted by any local law,
you undertake:

2.1. not, in whole or in part, to copy the Framework except where such copying
is incidental to normal use of the Framework;

2.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or
modify the Framework nor permit the Framework or any part of it to be combined
with, or become incorporated in, any other programs or frameworks;

2.3. not to do anything that could cause or result in the Framework being
subject to any open source licence (or similar licence) that requires as a
condition of use, modification or distribution that the Framework or other
software combined or distributed with the Framework be:

2.3.1.disclosed or distributed in source code form; 2.3.2. licensed for the
purpose of making derivative works; or 2.3.3. redistributable at no charge.
please note if you are interested in an open source option, please review the
JUCE Personal licence terms referenced in clause 1.9 above

2.4. not to disassemble, de-compile, reverse engineer or create derivative works
based on the whole or any part of the Framework nor attempt to do any such
things except to the extent expressly permitted by applicable law;

2.5. to maintain accurate and up-to-date records of the number and locations of
all copies of the Framework;

2.6. to comply with all applicable laws, including all technology control or
export laws and regulations;

2.7. to supervise and control use of the Framework and ensure that the Framework
is used by your employees and representatives in accordance with the terms of
this Agreement;

2.8. not to use the Framework in connection with any Licensee Content,
Application or otherwise that infringes or misappropriates any third party
right, including any intellectual property, property, privacy, contract or other
proprietary right or for any other illegal or immoral purpose;

2.9. not to delete or in any manner alter any of our copyright, trademark or
other proprietary rights notices or markings appearing on or in the Framework;

2.10.not otherwise use, copy, transfer or distribute the Framework or part of
it, except as expressly permitted by this Agreement, in any manner which is
inconsistent with this Agreement.

3. Fees and Minimum Commitments

3.1. Where you have purchased a JUCE subscription licence, you agree to pay the
subscription Fee from the first day of purchase, and recurring every month on
the same day, for the Minimum Commitment, where applicable. Through purchasing a
subscription you authorise RMS to send instructions to the financial institution
that issued your payment card to take Fees from your card account in accordance
with this Agreement.

3.2. We may change the Fees associated with our subscription plans from time to
time, or may upgrade a subscription license to the latest New Release of the
Framework. These changes will be communicated to you in advance. Subject to
applicable law, you accept the new Fee or New Release by continuing to use the
Framework after the change has taken effect. You have the right to reject a Fee
change or New Release by terminating your subscription prior to the change going
into effect.

3.3. Where you have purchased a perpetual licence you agree to pay the Fee as
notified to you on the Website at the time you purchase your JUCE licence.

3.4. All payments of Fees are non-refundable.

3.5. All Fees payable under this Agreement are exclusive of VAT or any relevant
local sales taxes, for which you shall be responsible.

3.6. Without limiting all available remedies, in the event RMS discovers that
you have been using the Code in breach of this Agreement, or have exceeded your
Revenue Limit in breach of this Agreement, you shall be liable for the amount of
Fees due if you had properly purchased a JUCE subscription licence, the amount
of any audit, and internal administration costs in the amount of no less than
£1,000.

4. Support

4.1. We shall have no obligation to provide support and maintenance services to
you. You may participate in our online support forum in accordance with our
forum policies in place from time to time. Further support and maintenance
services may be offered at our sole discretion, and may be offered as a feature
of the JUCE licence you purchase.

4.2. You acknowledge and agree that we have no obligation under this Agreement
to provide New Features, Minor Updates, or New Releases of the Framework.

5. Intellectual Property Rights

5.1. You acknowledge that all Intellectual Property Rights in the Framework and
all copies thereof throughout the world belong to us, that rights in the
Framework are licensed (not sold) to you, and that you have no rights in, or to,
the Framework other than the right to use it in accordance with the terms of
this Agreement.

5.2. You shall own all modifications you make to the Code, and all Intellectual
Property Rights therein, that are created and incorporated in the Application,
subject to our continuing ownership of the Framework and all associated
Intellectual Property Rights in the Framework.

6. Disclaimer of Warranty

6.1. The Framework is provided “as is” without warranty of any kind, including
without limitation any warranties that the Framework or Application will be
uninterrupted, error-free or otherwise free from infringement. All other
conditions, warranties or other terms whether express or implied, or
incorporated into this Agreement or any collateral contract, whether by statute,
common law or otherwise, including without limitation warranty of
merchantability or fitness for a particular purpose are hereby excluded to the
fullest extent permitted by law, including the implied conditions, warranties or
other terms as to satisfactory quality, fitness for purpose or the use of
reasonable skill and care.

6.2. You acknowledge that the Framework has not been developed to meet your
individual requirements and that it is therefore your responsibility to ensure
that the facilities and functions of the Framework meet your requirements.

7. Limitation of Liability and Indemnification

7.1. Neither RMS nor its parent company, subsidiaries, employees, partners or
contractors shall in any circumstances whatsoever be liable to you, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
arising under or in connection with this Agreement for any indirect,
consequential or special loss or damage, including but not limited to, for:

7.1.1. loss of profits, sales, business, or revenue; business interruption;
7.1.2. loss of anticipated savings; 7.1.3. loss or corruption of content, data
or information; 7.1.4. loss of business opportunity, goodwill or reputation;
7.1.6. any indirect or consequential loss or damage; or 7.1.7. any computer
failure or malfunction, corruption to or loss of data or files, or any and all
other commercial damage or loss.

7.2. Nothing in this Agreement shall limit or exclude our liability for: 7.2.1.
death or personal injury resulting from our negligence; 7.2.2. fraud or
fraudulent misrepresentation; 7.2.3. any other liability that cannot be excluded
or limited by law.

7.3. Subject to clause 7.1 and 7.2, our maximum aggregate liability under or in
connection with this Agreement whether in contract, tort (including negligence)
or otherwise, shall in all circumstances be limited to the Fees paid by you to
RMS in the month before the claim arose or $15, whichever is greater.

7.4. You agree to indemnify, defend and hold us and our licensors, partners,
affiliates, contractors, officers, directors, employees and agents harmless from
any third party claims, liabilities, losses, costs and expenses (including legal
expenses) or otherwise arising directly or indirectly from (i) the Licensee
Content or your Applications; (ii) your use, handling, or operation of the
Framework otherwise than in accordance with this Agreement, or (iii) any
violation of applicable laws by you, including without limitation COPPA
violations.

7.5. This clause 7 shall survive and shall not be rendered ineffective by the
termination or expiry of this Agreement for whatever reason.

8. Term and Termination

8.1. Where you have purchased a JUCE perpetual licence, this Agreement shall
remain in effect in perpetuity for the version originally acquired (and any New
Features or Minor Updates acquired under that version) unless terminated by us
in advance in accordance with this Agreement.

8.2. Where you have purchased a JUCE subscription licence, this Agreement shall
remain in effect for the Minimum Commitment and shall renew automatically on a
monthly basis following expiry of the Minimum Commitment, subject to payment of
any applicable Fees.

8.3. Where you have licensed a JUCE Education licence, this Agreement shall
renew automatically on a monthly basis and remain in effect until the JUCE
Education licence is terminated or you no longer qualify for the JUCE Education
licence.

8.4. Where you have purchased a subscription licence and you fail to pay the
subscription Fee when it falls due then your JUCE licence will terminate. Where
your licence is terminated before the end of the Minimum Commitment then you, in
any event, are still responsible for paying the subscription Fee for the
remaining term of the Minimum Commitment.

8.5. We may terminate this Agreement immediately by written notice to you if you
commit a breach of this Agreement which you fail to remedy (if remediable)
within 14 days after written notice requiring you to do so.

8.6. Upon termination for any reason:

8.6.1. all rights granted to you under this Agreement shall cease, including
without limitation, the rights to deal with the Framework incorporated within
the Application; 8.6.2. you must cease all activities authorized by this
Agreement, including distribution of your Application that incorporates the
Framework;

9. Communications Between Us

9.1. If you wish to contact us in writing, or if any condition in this Agreement
requires you to give us notice in writing, you can send this to us by email at
info@juce.com. We will confirm receipt of this by contacting you by email.

9.2. If we have to contact you or give you notice in writing, we will do so by
the email associated with your JUCE licence or by pre-paid post to the address
you provide to us in your order for the Framework.

10. Data, Privacy and Publicity

10.1. We may collect and process information about you and your use of our
Framework, some of which may amount to personal data. Personal data will be
collected and processed in accordance with our Privacy Policy.

10.2. You may not use the Framework in connection with any Application that may
be “directed to children” as defined under the Children’s Online Privacy
Protection Act (“COPPA”) unless you fully comply with COPPA and all other
similar applicable laws. You are fully liable for, and will defend, hold
harmless and indemnify RMS and its affiliates against any and all liability
arising from or relating to COPPA in connection with any Application directed to
Children.

10.3. You agree that RMS may use your name and logo to publicize that you are
using the JUCE Framework in your Applications. You may opt out of this publicity
by emailing RMS at info@juce.com and we will use best efforts to remove all uses
of your name or logo within a commercially reasonable time.

10.4 To ensure compliance with this Agreement, you agree that within thirty (30)
days from the date of our request, you shall provide all pertinent records and
information requested in order to verify that your installation and use of any
and all Frameworks are in compliance with this Agreement, along with a signed
verification that all such information is complete and correct. You also agree
we may audit applicable records concerning your use of Framework during normal
business hours upon notice to you, at our cost, except in the event the audit
reveals an underpayment or breach of this Agreement, you shall be liable for the
cost of the audit.

11. Other Important Terms

11.1. We may transfer our rights and obligations under this Agreement to another
organisation, but this will not affect your rights or our obligations under this
Agreement.

11.2. You may transfer your rights or your obligations under this Agreement to
another person or entity provided that you are in full compliance with this
Agreement and provided that you first contact RMS in writing and follow the
required steps for transfer.

11.3.This Agreement and any document expressly referred to in it constitutes the
entire agreement between you and us. You acknowledge that you have not relied on
any statement, promise or representation made or given by or on behalf of us
which is not set out in this Agreement or any document expressly referred to in
it.

11.4. If we fail to insist that you perform any of your obligations under this
Agreement, or if we do not enforce our rights against you, or if we delay in
doing so, that will not mean that we have waived our rights against you and will
not mean that you do not have to comply with those obligations. If we do waive a
default by you, we will only do so in writing, and that will not mean that we
will automatically waive any later default by you.

11.5. Each of the conditions of this Agreement operates separately. If any court
or competent authority decides that any of them are unlawful or unenforceable,
the remaining conditions will remain in full force and effect.

11.6. Governing Law and Jurisdiction.

11.6.1. If you are a UK, EU, EEA or Swiss citizen, this Licence shall be
governed by the laws of England and Wales without regard to its conflict of law
rules and you consent to the exclusive jurisdiction of the courts located in
London, UK.

11.6.2. If you are a US citizen, this Licence shall be governed by the laws of
California without regard to its conflict of laws rules and you consent to the
exclusive jurisdiction of the state and federal courts located in Santa Clara
County.

11.6.3. If you live outside the US, UK and EU, EEA or Switzerland, you agree to
the laws and jurisdiction of California as noted above in clause 11.6.2 above.

11.6.4. You may have additional rights as a consumer under your local law.

12. Definitions. The definitions and rules of interpretation in this clause
apply in this Licence:

12.1. Application(s): desktop or mobile applications developed using the JUCE
Code, which incorporates the Licensee Content.

12.2. Code: means the JUCE 7 code, specifically, JUCE Personal, JUCE Pro, JUCE
Indie, JUCE Education, and any New Features and Minor Updates thereto.

12.3. COPPA: means the Children’s Online Privacy Protection Act of 1998, 15
U.S.C. 6501–6505, as may be updated and amended.

12.4. Children: mean children under the age of 13, or as otherwise defined by
applicable law.

12.5. Customizations: mean the enhancements, modifications, improvements, or any
other changes made by RMS to either JUCE or the Licensee code, as specified.

12.6. Fee: the licence fee payable by you to us for use of the Framework as
detailed further in clause 3 and on the Website.

12.7. GNU License: the GNU General Public License v.3, which governs the terms
of your JUCE Personal or Indie license if you exceed the Revenue Limit.

12.8. ISC License: the permissive ISC license, which governs the following five
modules: juce_core, juce_audio_devices, juce_audio_basics, juce_event,
juce_blocks.

12.9. Intellectual Property Rights: patents, utility models, rights to
inventions, copyright and related rights, trademarks and service marks, trade
names and domain names, rights in get-up, goodwill and the right to sue for
passing off or unfair competition, rights in designs, rights in computer
software, database rights, rights to preserve the confidentiality of information
(including know-how and trade secrets) and any other intellectual property
rights, including all applications for (and rights to apply for and be granted),
renewals or extensions of, and rights to claim priority from, such rights and
all similar or equivalent rights or forms of protection which subsist or will
subsist, now or in the future, in any part of the world.

12.10. Licensee Content: any content created, owned or used by the Licensee in
connection with the Framework.

12.11. Minimum Commitment: the minimum length of time you must license your JUCE
Code in order to be eligible for the JUCE licence, depending on the type of your
JUCE licence.

12.12. Minor Update: any release of bug fixes and small improvements within the
same version of the JUCE Framework licensed by you (e.g., JUCE 7.1.1 to JUCE
7.1.2).

12.13. New Features: any release of a new feature within the same version of the
JUCE Framework licensed by you (e.g., JUCE 7.1 to JUCE 7.2), but not including
New Releases or other features not included in your specific type of JUCE
license.

12.14. New Releases: any new release of a new version of the JUCE Framework,
that is not included in this license Agreement, which contains such significant
differences from the previous versions as to be generally accepted in the
marketplace as constituting a new product (e.g., JUCE 7 to JUCE 8).

12.15. Framework: the Code and Software.

12.16. Revenue Limit: the total gross annual revenue limit in USD (or the
currency conversion equivalent thereof), of a business, whether it be a sole
trader, team, or registered company, which shall be calculated as any and all
revenue raised, donated towards, earned, or otherwise received in connection
with your business, whether or not in connection with your Applications, before
your JUCE licence requires either payment or separate license terms.

12.17. Software: the Projucer software management tool to be used with the JUCE
Code that helps you organize your Code and any New Features and Minor Updates
thereto, and the DemoRunner software and any New Features and Minor Updates
thereto.

12.19. Website: means juce.com, and its associated web pages.

12.20. Distributing/Releasing applications: To distribute/release an Application
means to provide copies of the Application to end users. You are free to develop
Applications and make modifications to copies of JUCE and use them privately,
without ever releasing/distributing them. This applies to organizations
(including companies), too; an organization can make Applications and modified
versions of JUCE and use them internally without ever releasing/distributing
them outside the organization.