KFR End User License Agreement

Definitions

Software

KFR library code, associated files and documentation.

Applications

desktop or mobile applications developed using the Software, including plug-ins for your and third-party applications distributed and sold separately.

Licensee Content

any content created, owned or used by the Licensee in connection with the Software.

Licensee Website

the Applications’ official website and the web pages owned by you and related to the Applications, including pages with download links and Applications’ documentation.

Software Website

www.kfrlib.com

1. Grant and scope of License for the Software

1.1. The Software is licensed to you as described in this Agreement and we remain the owners of the Software at all times, we do not sell the Software Library to you. Provided you adhere to the terms of this Agreement, including payment of Fees, we grant you a non-exclusive, non-transferable license to download, develop, and modify the Software to enable the development of the Applications on the terms of this Agreement.

1.2. License includes the right to get new updates for the specific license, including patch, minor and major updates of the Software.

1.3. Each particular tier of KFR license comes with certain features as is described further in section 3, including a specific number of seats and projects, and you agree to only use the Software as is allowed under your particular license.

No additional seats are required for computers used only for building and testing.

1.4. You may not use different license tiers simultaneously.

1.5. You may sell or distribute Applications using the Software that incorporates your Licensee Content to end users, provided that you adhere to the terms in this Agreement. You may not sell, sublicense, or otherwise distribute the Software on their own.

1.6. Distribution is limited to standalone software only. You must not distribute, bundle, preinstall, or otherwise provide any Application together with any hardware, device, appliance, or physical product, whether owned, manufactured, or supplied by you or by any third party.

Hardware-based distribution is permitted solely under a separate Enterprise agreement. For Enterprise licensing terms, please contact us.

1.7. You may make a single non-modified copy of the Software for back-up purposes.

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 Software except where such copying is incidental to normal use of the Software;

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

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

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

2.5. not to use the Software 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;

2.6. 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 Software;

3. License tiers

3.1. Personal Tier

permits Licensee to use Software solely for the purpose of developing up to one (1) Project that depends on or incorporates the Software. No more than one (1) Developer may use or access the Software in connection with such Project at any time.

The Personal tier is only available to individual persons and not to legal entities.

Any Project developed under the Personal Tier must be made publicly available for sale or download. Use of the Software for the development of third-party applications, internal applications, private applications, or non-public Projects is strictly prohibited.

You agree to make a clickable hypertext link ¹ to the Software website on every page of the Licensee website.

You agree to make a clickable hypertext link ¹ to the Software website in the About dialog or the main window of the Applications.

3.2. Starter Tier

permits Licensee to use the Software solely for the purpose of developing up to five (5) Projects that depend on or incorporate the Software. No more than three (3) Developers may use or access the Software in connection with such Projects at any time.

Use of the Software for the development of third-party applications is strictly prohibited.

3.3. Pro Tier

permits Licensee to use the Software for the purpose of developing an unlimited number of Projects that depend on or incorporate the Software. No more than three (3) Developers may use or access the Software in connection with such Projects at any time.

3.4. Enterprise tier

has separate Agreement, contact us for more details.

1. “Uses KFR – C++ DSP library”, you can add your application(s) name in case if not all of your applications do use the Software. Back

4. Fees

4.1. Where you have purchased a perpetual license you agree to pay the Fee as notified to you on the Software Website at the time you purchase your license.

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

4.3. All payments of Fees are non-refundable.

5. Support

5.1. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software.

6. DISCLAIMER OF WARRANTY

6.1. The Software is provided “as is” without warranty of any kind, including without limitation any warranties that the Software 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 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 Software meet your requirements.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1. Neither KFR nor its 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. any indirect or consequential loss or damage;

7.1.5. loss of business opportunity, goodwill or reputation;

7.1.6. any computer failure or malfunction, corruption to or loss of data or files, or any and all other commercial damage or loss

Subject to clause 7.1, 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 KFR.

7.2. 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 the Licensee Content or your Applications; your use, handling, or operation of the Software otherwise than in accordance with this Agreement, or any violation of applicable laws by you.

7.3. This clause 7 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 perpetual license for the Software, this Agreement shall remain in effect in perpetuity unless terminated by us in advance in accordance with this Agreement.

8.2. Upon termination for any reason:

8.2.1. You must cease all activities authorized by this Agreement, including distribution of your Applications that incorporates the Software

8.2.2. You must immediately delete or remove the Software from all computer equipment in your possession.

9. Data, Privacy and Publicity

9.1. The Software is a scientific data-processing framework with fully reviewable open-source code. It does not collect, handle, store, or transmit personal data.

9.2. You agree that KFR may use your legal name and logo to publicize that you are using the Software in your Applications.

10. Other

10.1. 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.

10.2. Governing Law, Jurisdiction:

10.2.1. This License 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

10.2.2. Jurisdiction may be altered through a written agreement signed by all parties.