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ACOUSTIC DESIGN LIBRARY LTD ID Licence Agreement
This end user licence agreement (Licence) is a legal agreement between you (Licensee) and ACOUSTIC DESIGN LIBRARY LTD (ADL). This Licence shall govern the Licensee’s use of ADL’s products (Products) and services (Services).
ADL grants the Licensee the right to access and use the Products and Services on the basis of this Licence. ADL does not sell the Products or Services to the Licensee. ADL remains the owner of the Products and Services at all times.
BY ACCESSING AND USING THE PRODUCTS AND/OR SERVICES THE LICENSEE AGREES TO THE TERMS OF THIS LICENCE WHICH WILL BIND THE LICENSEE. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 5.
IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENCE, THEY MAY NOT ACCESS AND USE THE PRODUCTS OR SERVICES AND THEY MUST DISCONTINUE USE OF THEM IMMEDIATELY.
1. GRANT AND SCOPE OF LICENCE
1.1 The following definitions shall apply to this Licence:
Content: shall mean all human and machine readable data retained, maintained and displayed in or via the Products and/or Services other than User Data or Project Data.
Customer: an organisation who has entered into an agreement with ADL to purchase Products and Services.
Intellectual Property Rights: means the patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
ADL ID: means the identification account system provided by ADL, through which the Licensee creates the ID necessary in order to access and use the Products and/or the Services.
Permitted User: means a user of the Products and/or Services who is granted access to and/or use of the same by the Customer in accordance with its contract with ADL.
Project: means any project which the Licensee or a Permitted User creates and/or develops using the Products and/or Services from time to time.
Project Data: means any data, information or content which the Licensee or a Permitted User from time to time, adds and/or uploads, to or through, the Products and/or Services and which is specific to a Project.
Updates: means any update to this Licence Agreement as more particularly set out in clause 8.
User Data: means any data, information or content which the Licensee, from time to time, adds and/or uploads to, or through, the Products and/or Services and which is not Project Data.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
1.3 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms.
1.4 In consideration of the Licensee agreeing to abide by the terms of this Licence, ADL hereby grants to the Licensee a non-exclusive, non-transferable licence to use the Products and Services on the terms of this Licence.
1.5 Subject at all times to the terms and restrictions set out in this Licence the Licensee may use the Products and Services only for the purposes for which the Products and/or Services have been provided to the Customer by ADL.
1.6 The Products and Services are provided by ADL to the Licensee without warranty (express or implied) of any kind, including but not limited to any warranty as to satisfactory quality, fitness for a particular purpose or non-infringement.
1.7 ADL does not guarantee that either the Products or Services, or any User Data, Project Data or Content will always be available or that access to them will be uninterrupted. ADL will not be liable to the Licensee if for any reason any of such items are unavailable for any period.
1.8 The Customer is responsible for making all arrangements (including providing any equipment, hardware or software and an internet connection) necessary for the Licensee to have access to the Products and Services and ADL has no responsibility for making such arrangements.
2. RESTRICTIONS
2.1 The Licensee may not reproduce in any form, any part of the Products or Services or the Content except as expressly provided for in this Licence.
2.2 Except with ADL’s express, prior written consent (there being no presumption that ADL shall give its consent) or as otherwise specified in this Licence or as is necessary for the Licensee to make full use of the functionality of the Products or Services, the Licensee may not at any time during the License, or at any time thereafter:
2.2.1 use or permit others to use the Products or Services or the Content for the purpose of developing and/or maintaining for himself or for others, an alternative service provision which either directly or indirectly competes with the Products or Services or in some other way serves the same or a similar purpose as the Products or Services;
2.2.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Products or Services or the Content (as applicable) in any form or media or by any means; or
2.2.3 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Products or Services except as permitted in law; or
2.2.4 use the Products or Services to provide services to third parties; or
2.2.5 licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Products or Services available to any third party except those third parties who are Permitted Users and the Licensee shall ensure such third party Permitted Users are only granted such rights as are absolutely necessary for them to collaborate with the Customer on a Project.
2.3 The Licensee shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products or the Services and, in the event of any such unauthorised access or use, promptly notify ADL.
2.4 The Licensee shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Products or Services that:
2.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.4.2 facilitates illegal activity;
2.4.3 depicts sexually explicit images;
2.4.4 promotes unlawful violence;
2.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.4.6 is otherwise illegal or causes damage or injury to any person or property; and ADL reserves the right, without liability or prejudice to its other rights or remedies, to disable the Licensee’s access to any material that breaches the provisions of this clause 2.4.
3. CONFIDENTIALITY AND SECURITY
3.1 Any information imparted to the Licensee relating to the Products, the Services or the Content, shall be kept confidential by the Licensee, and shall be used solely in connection with the normal use of the Products and/or the Services strictly in accordance with this Licence.
3.2 The Licensee shall not use the Products and/or Services without first creating an ADL ID and password and shall keep secure and confidential its ADL ID.
3.3 The Licensee shall keep its ADL ID and password confidential and shall not share them with any third parties, including any other employees of the Customer.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 All of the Intellectual Property Rights in the Products, the Services and in the Content are, and shall remain at all times, the sole and exclusive property of ADL or its licensors. All such rights are reserved. The Licensee shall acquire no rights in the Products, the Services or the Content except as expressly provided for in this Licence.
4.2 Without prejudice to the generality of clause 4.1 the ADL and ADL logos and all other ADL trademarks, product names, and trade name logos appearing in, on or in connection with the Products or Services are owned by ADL. The Licensee may not use or display any such trademark, product name, trade name, or logo without ADL’s prior written consent. All other trademarks, product names, trade names and logos appearing in, on or in connection with the Products or the Services are the property of their respective owners. The Licensee may not use or display any such trademark, product name, trade name, or logo without the owner’s prior written consent.
4.3 ADL shall not acquire any title to the Intellectual Property Rights in any User Data or Project Data but shall be entitled to use the same in accordance with the terms of its contract with the Customer for the supply of the Products and/or the Services.
5. LIMITATION OF LIABILITY
5.1 Neither the Products nor the information they contain nor the information provided through the Services are intended, and accordingly shall not be relied upon, either as a substitute for professional advice or judgement, or to provide legal or other advice with respect to any particular circumstance.
5.2 Nothing in the Licence limits any liability which cannot legally be limited, including liability for:
5.2.1 death or personal injury caused by negligence;
5.2.2 fraud or fraudulent misrepresentation; and
5.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5.3 Subject to clause 5.2, ADL’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence shall not exceed £1,000.
5.4 Subject to clause 5.2 the following types of loss are wholly excluded:
5.4.1 loss of profits;
5.4.2 loss of sales or business;
5.4.3 loss of agreements or contracts;
5.4.4 loss of anticipated savings;
5.4.5 loss of use or corruption of software, data or information;
5.4.6 loss of or damage to goodwill; and
5.4.7 indirect or consequential loss.
5.5 Clause 5 shall survive termination of the Licence.
5.6 The Products may include, or the Services may provide links to, third party websites. ADL is not responsible or liable for:
5.6.1 the availability or accuracy of such websites; or
5.6.2 the content, products, or services on or available from such websites
5.7 Inclusion of third party Content and links to such websites do not imply any endorsement by ADL of websites, or the content, products, or services available from such websites.
5.8 This Licence sets out the full extent of ADL’s obligations and liabilities in respect of the supply of the Products and Services to the Licensee. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on ADL. Any condition, warranty, representation or other term concerning the supply of the Products and Services to the Licensee which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
5.9 ADL shall not, in any circumstances, be liable for the legality, reliability, integrity, quality or accuracy of the Project Data, the User Data or any which is supplied by a third party and which is available through the Products and/or Services; nor for the reliability, accuracy or relevance of the results obtained by use of any of the foregoing.
6. TERMINATION
6.1 This Licence shall automatically terminate where:
6.1.1 ADL’s contract with the Customer for the supply of the Products and/or Services terminates; or
6.1.2 the Licensee commits a material or persistent breach of this Licence which the Licensee fails to remedy (if remediable) within 14 days after the service of written notice requiring the Licensee to do so.
6.2 Upon termination for any reason:
6.2.1 all rights granted to the Licensee under this Licence shall cease; and
6.2.2 the Licensee must immediately cease using the Products and Services and cease all activities authorised by this Licence.
7. DATA PROTECTION
7.1 When processing personal data ADL shall comply with the applicable data protection legislation and its privacy policy available at https://ateliercrescendo.ac/adl-main-page/. The privacy policy contains important information which the Licensee should read. ADL may amend its privacy policy from time to time and the Licensee should check the website regularly for updates.
7.2 ADL usually only collects personal data of users of its Products and Services for the purposes of creating the ADL ID, to optimise user experience and to provide relevant marketing materials to the Licensee.
7.3 The Licensee shall provide ADL with only that personal data which has been requested for creation of the ADL ID. The Licensee shall not provide ADL with any other personal data nor use any of the Services or Products to store any other personal data.
7.4 As further set out in the ADL privacy policy, the Licensee’s personal data may be transferred to and processed by ADL’s Customers and third party service providers, but only where ADL has appropriate written processing terms with those Customers and service providers. If the Licensee objects to processing by those Customers and/or third party service providers ADL may be unable to offer certain aspects of the Content, Services and Products to the Licensee.
7.5 ADL will not share the Licensee’s personal data with manufacturers of products who provide technical information for ADL’s products and services.
7.6 ADL reserves the right to request test reports as proof of performance from the User or third parties. Any test reports provided may only be used by the Company for internal purposes or research and development (R&D) activities, subject to explicit consent from the party providing the data.
8. OTHER IMPORTANT TERMS
8.1 ADL may assign or transfer any of its rights and sub contract any of its obligations under this Licence to another organisation, but this will not affect the Licensee’s rights or its obligations under this Licence.
8.2 The Licensee may only transfer the Licensee’s rights or obligations under this Licence to another person if ADL agrees in advance in writing.
8.3 This Licence constitutes the entire agreement between ADL and the Licensee and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between ADL and the Licensee, whether written or oral, relating to its subject matter. The Licensee agrees that the Licensee shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or these terms and conditions or any document referred in them. The Licensee agrees that the Licensee shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or these terms and conditions or any document expressly referred to in them.
8.4 If ADL fails to insist that the Licensee performs any of the Licensee’s obligations under this Licence, or if ADL does not enforce its rights against the Licensee, or if ADL delays in doing so, that will not mean that ADL has waived its rights against the Licensee and will not mean that the Licensee does not have to comply with those obligations. If ADL does waive a default by the Licensee, it will only do so in writing and that will not mean that it will automatically waive any later default by the Licensee.
8.5 Each of the conditions of this Licence 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.
8.6 Except as expressly provided in this Licence, nothing shall confer or purport to confer on a third party any benefit or any right to enforce any provision of this Licence.
8.7 ADL may make Updates at any time, by reasonable notice, by posting the updated terms at the URL https://ateliercrescendo.ac/adl-main-page/ or such other location as ADL may notify to the Licensee. Should Licensee continue to use their ADL ID after any Update then this constitutes acceptance of the Update.
8.8 The Licence may be suspended, cancelled or terminated by agreement in writing between the parties, or the Licence may be rescinded (in each case), without the consent of any third party.
8.8 If the Licensee wishes to contact ADL in writing, or if any condition in this Licence requires the Licensee to give ADL notice in writing, the Licensee will send this to ADL’s registered office or by e-mail to adl@ateliercrescenco.ac. ADL will confirm receipt of this by contacting the Licensee in writing, normally by e-mail.
8.9 If ADL has to contact the Licensee or give notice to the Licensee in writing, they will do so by e-mail to the email address provided by the Licensee when they created their ADL ID.
8.10 Any notice given by the Licensee to ADL, or by ADL to the Licensee, will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
8.11 ADL will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that is caused by an event outside of its reasonable control and if such an event takes place that affects the performance of ADL’s obligations under this Licence:
8.11.1 ADL’s obligations under this Licence will be suspended and the time for performance of its obligations will be extended for the duration of such event; and
8.11.2 ADL will use its reasonable endeavours to find a solution by which its obligations under this Licence may be performed despite such event failing which ADL shall be entitled to terminate this Licence immediately by giving notice in writing to the Licensee.
8.12 This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
8.13 ADL and the Licensee irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
December 2024
