Roon Software License Agreement
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING, OR USING THE ROON SOFTWARE:
This license agreement (License) is a legal agreement between you (you) and Roon Labs LLC a New York Limited Liability Company (we or us) for the Roon software product (Roon), which includes computer Software, the data supplied with it, the associated media, and online documentation (Documentation).
THIS ROON SOFTWARE REQUIRES A PERSONAL COMPUTER WITH A MINIMUM OF 4GB OF MEMORY AND THE MAC OS X OPERATING SYSTEM [VERSION 10.9 OR HIGHER] OR WINDOWS OPERATING SYSTEM [VERSION 7 OR HIGHER]
By proceeding to download, install, copy or otherwise use this Roon Software and/or clicking on the "Accept" button below you agree to be bound by the terms of this License. If you do not agree to the terms of this License we are unwilling to license the Roon Software to you and you must not use it and you must discontinue the downloading/update/installation process now by quitting the application immediately. In this case the downloading or ordering process will terminate and you will not be able to use the Roon Software.
Where the Roon Software is used for remote access to music files for listening between computers, remote access of copyrighted music is only provided for lawful personal use or as otherwise legally permitted. If you are unsure about your right to copy or permit access to any material accessed through the Roon Software you should contact your legal advisor.
By accepting the terms of this License you represent that you are at least 18 years old and either entering into this contract for yourself or entering on behalf of your child or a child in your legal care aged 13 or over.
Roon Labs reserves its right, at any time and from time to time, with or without prior notice, to change or modify the terms of this License by posting new or revised terms and conditions, including updates relating to privacy, security, and additional functionality, at the time you receive upgrades. If you do not agree to the new or modified terms and conditions of the License you may not continue your use of Roon.
Please note, using or accessing any part of the Roon Software after we have posted or informed you of new or modified terms and conditions indicates your acceptance of the changes.
1. Grant and scope of license
1.1 Subject to the terms and conditions of this License you are hereby granted a limited non-exclusive, non-transferable license to use the Roon Software and the Documentation on the terms of this License.
1.2 You may:
install the Roon Software on a single computer for your personal and non-commercial purposes;
install the Roon Software on additional computers for use as Remote Control devices;
make copies of the Roon Software in machine readable form for back-up purposes only, providing the copies contain all notices;
use the Roon Software to listen to internet radio streamed via the internet but you may not capture or download internet radio files or make copies for subsequent use;
receive and use any free supplementary Roon Software code or update of the Roon Software incorporating "patches" and corrections of errors as we may occasionally provide;
use any Documentation in the manner permitted in condition 1.1 and make only one copy of the Documentation if necessary for its lawful use.
2. Licensee's undertakings
2.1 Except as set out in this License or permitted by any local law, you may not nor enable others to:
copy the Roon Software or Documentation except where such copying is incidental to its normal use or necessary for back-up or operational security purposes;
rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Roon Software or Documentation;
make alterations to, or modifications of, the whole or any part of the Roon Software nor permit the Roon Software or any part of it to be combined with, or become incorporated in, any other programs;
disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Roon Software except as and to the extent as may be permitted by licensing terms governing the use of open sourced components included within the Roon Software or where such actions cannot be prohibited by applicable law provided that the information obtained by you during such activities:
is used only for the purpose of achieving inter-operability of the Roon Software with another program;
is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
is not used to create any software which is substantially similar to the Roon Software;
to replace the current version of the Roon Software with any updated or upgraded version or new release provided by us under the terms of this License immediately on receipt of such version or release;
to include our copyright notice on all entire and partial copies of the Roon Software in any form;
not to provide, or otherwise make available, the Roon Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without our prior written consent;
If we combine non-personal information with personal information the combined information will be treated as personal information for as long as it remains combined.
3. Intellectual property rights
3.1 You acknowledge that all intellectual property rights in the Roon Software and the Documentation throughout the world belong to us and that rights in the Roon Software are licensed (not sold) to you, and that you have no rights in, or to, the Roon Software or the Documentation other than the right to use them in accordance with the terms of this License. We reserve all rights not expressly granted to you.
3.2 The terms of this License shall govern any software upgrades provided by us that replace or supplement the original Roon Software unless such upgrade is accompanied by a separate license in which case that license will govern.
3.4 You acknowledge that you have no right to have access to the Roon Software in source code form or in unlocked coding or with comments.
4. Other Services
4.1 The Roon Software enables you to listen to content which is streamed, subscribed to, rented or purchased, and to play other legally acquired digital media and music downloads via other services, ("Services"). Use of the Services requires Internet access and you may be required to accept additional terms and or pay additional fees to use certain of the Services.
4.2 By using the Roon Software with music Services, you agree to the applicable terms and conditions for those accounts, which you may access and review at http://www.tidal.com for TIDAL. If you do not agree to the applicable terms and conditions for such an account, do not use the Roon Software in connection with that account.
4.3 You acknowledge that when using the Services, you may encounter content that may be deemed offensive, indecent, or objectionable and which may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and agree that we shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content types (including genres, sub-genres and Podcast categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that we do not guarantee their accuracy.
4.4 The Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or contain links to third party web sites or services. You acknowledge and agree that we are not responsible or liable for examining or evaluating the content, accuracy, availability, copyright compliance, legality, decency, quality or any other aspect of the Third Party Materials or web sites. Links to such web sites do not imply any endorsement by us of such web sites or Third Party Materials or for any other materials, products, or services of third parties and are provided solely as a convenience to you. You agree that you will not use any Third Party Materials in a manner that would infringe or violate the rights of any other party, and that you assume sole responsibility for and assume all risk arising from your use of any such websites or services.
4.5 You agree that the Services, including but not limited to graphics, audio clips, and editorial content, contain proprietary content, information and material that is owned by us and/or our licensors and is protected by intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or us.
4.6 No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.
4.7 In addition, the Services and Third Party Materials that may be accessed from, displayed on or linked to from the Roon Software may not be available in all languages or in all countries or regions and we make no representation that such Services and Materials are appropriate or available for use in any particular location. Where you choose to use or access the Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. We and our licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will we be liable for the removal of or disabling of access to any such Services. We may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
4.8 You are solely responsible and assume liability for the content of your music and other files ("Your Files") and your use of Roon to store, transfer, and retrieve Your Files. You must ensure that you have all the necessary rights in Your Files that permit you to use Roon without infringing the rights of any copyright owners, violating any applicable laws or violating the terms of any license or agreement to which you are bound. You give us the right to access and disclose your account information for the following sole purposes: i) provide you with technical support and address technical issues; ii) investigate compliance with the terms of this EULA; iii) enforce the terms of this EULA. You also give us the right to access and disclose your account information in (i), (ii), and (iii) to ensure that Roon is not being used for fraudulent purposes and that you are not acting in such a way as to threaten the security of Roon; or as we determine is necessary to provide Roon or comply with applicable law. Roon does not guarantee that Your Files will not be subject to misappropriation, loss or damage and Roon will not be liable in the event they are. You are responsible for maintaining appropriate security, protection and backup of Your Files.
5. Age Restriction
5.1 You must be at least 18 years of age to agree to and enter into a contract on your own behalf and to register for the use of the Services. If you are under 18 but at least 13 years of age then you must provide a copy of this License to your parent or guardian who may be able to provide consent on your behalf.
5.2 If you are under 13 years of age you may not enter into this License and may not register for the Services.
6. Consent to Use of Data.
6.1 By accepting the terms of this agreement, you agree that we, our subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Roon Software, and to verify compliance with the terms of this License.
6.2 We may use this information, as long as it is collected in a form that does not personally identify you, to provide and improve our products and services.
6.4 Roon has a configuration option which enables you to ‘scrobble’, i.e. share listening information on the Last.fm social network and others by extension. Before selecting this option you should read the terms and conditions and privacy policies at http://last.fm. Use of this feature will imply acceptance.
7. Software Updates
7.1 You acknowledge that the Roon Software will be updated from time to time, and that you may specify your preferences for the automatic download and installation of those updates.
Notwithstanding the foregoing, you acknowledge that some updates may contain critical bug fixes or security enhancements which require immediate installation, and that in these instances, the Roon Software may install such updates and relaunch itself without your intervention.
You further acknowledge that such download and installation of updated software may not be accompanied by notification of any kind.
8.1 The Licensor warrants that:
for a period of 60 days from the date of upon which you acquired the right to use the Roon Software (Warranty Period) the Roon Software will, when properly used, perform substantially in accordance with the functions described in the Documentation (provided that the Roon Software is properly used on the computer and with the operating system for which it was designed as referred to in the accompanying documentation), and the Documentation correctly describes the operation of the Roon Software in all material respects;
it has tested the Roon Software for viruses using commercially available virus-checking Roon Software, consistent with current industry practice.
8.2 You acknowledge that the Roon Software 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 Roon Software as described in the Documentation meet your requirements.
8.3 You acknowledge that the Roon Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this License.
8.4 To the extent permitted by applicable law:
You acknowledge and agree that use of the Roon Software and Services is at your sole risk;
We do not warrant against interference with your enjoyment of the Roon Software and Services, that the Services will meet your requirements or will continue or that the Roon Software will be uninterrupted or error free or will be compatible with other third party software.
8.5 You acknowledge that the Roon Software and Services are not intended or suitable for and you will not use them in any situation where any failure or delay or other errors in the content data or information provided by the Roon Software of Services could result in death or personal injury or environmental damage.
8.6 This License sets out the full extent of our obligations and liabilities in respect of the supply of the Roon Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in this License. Any condition, warranty, representation or other term concerning the supply of the Roon Software and Documentation which might otherwise be implied into, or incorporated in, this License, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
8.7 If you are a consumer (that is someone who uses the Roon Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, if so these limitations will not apply to you. To find out more about rights, you should contact a local consumer advice organization.
9.1 Our technical support staff will endeavour to answer any queries which you, as the original registered purchaser, may have regarding the use or application of the Roon Software during the Warranty Period. Please address questions either to the Roon support forums at https://community.roonlabs.com/ or in an email to firstname.lastname@example.org.
10. Our Liability
10.1 This condition sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of:
any breach of this License;
any use made or resale of the Roon Software or the Documentation by you, or of any product or service incorporating any of the Roon Software or the Documentation; and
any representation, statement or tortious act or omission (including negligence) arising under or in connection with this License
10.2 Nothing in this License shall limit or exclude our liability for:
death or personal injury resulting from negligence; or
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
breach of section 2 of the Consumer Protection Act 1987.
10.3 Without prejudice to condition 9.2, we shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
loss of income;
loss of business profits or contracts;
loss of the use of money or anticipated savings;
loss of information;
loss of opportunity, goodwill or reputation;
loss of, damage to or corruption of data; or
any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
provided that this condition 9.3 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 7 or any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this condition 9.3.
10.4 Subject to condition 9.2 and condition 9.3, our maximum total liability under or in connection with this License, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £5
10.5 Subject to condition 9.2, 9.3 and 9.4, our liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
11.1 We may terminate this License immediately by written notice to you if you are in breach of this License and either we consider such breach not to be capable of cure or you fail to cure the breach within 14 days of our written notice to you requiring you to do so.
11.2 Upon termination for any reason:
all rights granted to you under this License shall cease;
you must cease all activities authorised by this License;
you must immediately delete or remove the Roon Software from all computer equipment in your possession and immediately destroy or return to us (at our request) all copies of the Roon Software in your possession, or control and, in the case of destruction, certify to us that you have done so.
12. Transfer of rights and obligations
12.1 This License is binding on you and us and on our respective successors and assigns.
12.2 You may not transfer, assign, charge or otherwise dispose of this License, or any of your rights or obligations arising under it, without our prior written consent.
12.3 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this License, or any of his rights or obligations arising under it, at any time during the term of the License.
All notices given by you to us must be given to us at the address set out at the beginning of this License or by email to email@example.com. We may give notice to you at the e-mail address you provided to us when first using the Roon Software. Notice will be deemed received and properly served 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee and no email failure transmission message has been received.
14. Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this License that is caused by an event outside our reasonable control including any act of God, strikes, civil commotion, riot, invasion, terrorist attack, war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of public or private telecommunications networks; or the acts, decrees, legislation, regulations or restrictions of any government.
If we fail, at any time during the term of this License to exercise any of our rights or remedies this shall not constitute a waiver and shall not prevent us from subsequently enforcing such rights or remedies or relieve you from your obligations.
If any of the terms of this License are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
17. Entire agreement
17.1 This License and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us relating to the licensing of the Roon Software and Documentation, with the exception of any terms and conditions you may be required to accept, or have previously accepted or otherwise, for the use of Streaming or other Services, in which case those conditions will govern your use of such Services within the Roon Software.
17.2 You acknowledge that, in entering into this License you are not relying on any statement, representation, assurance or warranty of any) other than as expressly set out in this License or those documents. Nothing in this clause shall limit or exclude any liability for fraud.
18. Language and variation
18.1 In the event of a dispute between the English and any non-English versions of this License, the English version shall prevail to the extent not prohibited by local law in your jurisdiction.
18.2 No amendment to or modification of this License will be binding unless in writing and signed by us.
19. Law and jurisdiction
This License, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the English courts shall have non-exclusive jurisdiction without giving effect to its conflict of laws provisions or your actual state or country of residence.
20. Third Party Software and Service Terms and Conditions.
The following third-party software may be used in the Roon application according to user options or regional performance:
20.1 AMG/Rovi End-User license agreement
This application incorporates software and technology of Rovi Data Solutions, Inc. ("Rovi"). The Rovi software and technology (the "Rovi Technology") allows end users to access data relating to music, movies and other media ("AMG Data") over the Internet and otherwise from proprietary databases (the "AMG Databases") located on Rovi servers (the "Rovi Servers") and to perform other functions (Rovi Technology, AMG Data, AMG Databases and Rovi Servers are collectively referred to as the "Rovi Services"). Rovi is based in California USA and the Rovi Services are also supplied from USA. Consequently, your use of Rovi Services and/or any AMG Data and relations with Rovi is subject to the laws of the State of California and the exclusive jurisdiction of the courts of Santa Clara, California.
IN ACCORDANCE WITH GOOD COMPUTING PRACTICE YOU SHOULD ALWAYS KEEP BACK UPS OF ALL DATA YOU HAVE ON ALL YOUR DEVICES SO THAT IF THERE SHOULD BE A MALFUNCTION YOU WILL NOT SUFFER ANY LOSS OF DATA.
Rovi grants you a limited, non-exclusive, non-transferable, and non-sublicensable right and license to access and use Rovi Services only by means of the intended and authorized End User functions of this application software.
"Permitted Use" shall mean the (1) display on Your Roon system by You of AMG Data that is returned to You by the Lasso Service on Your Roon system solely while You are using Your Roon system to play or search through Your personal media files that correspond to such AMG Data and (2) embedding by You of only the Core AMG Data Elements within the ID3 tags of music files which are legally 'ripped' by You using Your Roon system and/or music files that are otherwise legally stored by You on Your Roon system. For clarity, such Permitted Use shall not result in the permanent storage of AMG Data on Your Roon system, personal computers or other storage devices and shall not result in AMG Data being embedded in metadata tags of media files except as expressly set forth in this Permitted Use (for example, no non-Core AMG Data Elements may be embedded in ID3 tags of music files of End Users).
"Core Data" shall mean the following elements from the AMG Data: Album Title, Performer Name, AMG Genre Description, Track Title, Composer, Performer.
Rovi reserves all rights in the Rovi Services, including all ownership rights. You acknowledge that as between you and Rovi, all right, title and ownership to the Rovi Services and components thereof remain the exclusive property of Rovi, and nothing herein will be deemed to grant you any ownership rights in the Rovi Services. You agree that Rovi may enforce its rights under this Agreement against you directly in its own name.
Rovi reserves the right to delete data from the AMG Databases or to change data categories for any cause that Rovi deems sufficient. No warranty is made that the Rovi Technology or Rovi Servers are error-free or that functioning of Rovi Technology or Rovi Servers will be uninterrupted. Rovi is not obligated to provide you with any new, enhanced or additional data types or categories that Rovi may choose to provide in the future and is free to discontinue its online services at any time, without any obligation to you.
To the extent that you, the End User, provide any information or original works of authorship to be added to AMG Databases, you represent and warrant that you are the sole author of such work(s) and further hereby assign to Rovi all intellectual property and proprietary rights therein, including the right to register the copyright in such work(s) as part of the AMG Database.
THE ROVI SERVICES AND COMPONENTS THEREOF ARE PROVIDED TO YOU "AS IS." ROVI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OF THE ROVI SERVICES INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ROVI DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR THE RESULTS THAT WILL BE OBTAINED BY YOUR USE OF THE ROVI SERVICES.
IN NO CASE WILL ROVI OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST REVENUES OR INTERRUPTION OF BUSINESS UNDER ANY THEORY OF LAW, INCLUDING CONTRACT, TORT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE ROVI SERVICES. IN NO EVENT WILL ROVI’S LIABILITY FOR DAMAGES WITH RESPECT TO THE ROVI SERVICES BE IN EXCESS OF TEN DOLLARS REGARDLESS OF THE FORM OF THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU