End User License Agreement
This End User License Agreement (the 'Agreement') is between you, whether an individual
or a single organization ('you'), and 1KHZ ('we', 'us').
It covers any software application licensed to you by 1KHZ, including Wave Copilot,
Wave Merge and Video Audio Replacer, together with their documentation and any updates we
provide (each, the 'Software'). Where a term applies to only one application, it says so.
By installing, activating or using the Software you agree to this Agreement. If you do
not agree, do not install or use it.
1. What this Agreement covers, and how it fits with our other terms
This Agreement governs your use of the Software. It supplements, and does not replace,
the 1KHZ Terms of Service at 1khz.ca/en/terms-of-service, which continue to apply.
Where this Agreement and the Terms of Service both address a question of software
licensing, this Agreement prevails, because it is the more specific of the two. On every
other question the Terms of Service govern.
Neither governs your purchase. Our software is sold through Paddle, which acts as
merchant of record and is therefore the seller. Payment, invoicing, tax, refunds and
chargebacks are governed by Paddle's own buyer terms, and Paddle is your counterparty
for those matters.
2. Licence grant
Subject to this Agreement and to payment of the applicable fee, we grant you a
non-exclusive, non-transferable licence to install and use the Software within the
activation limits in Section 3.
The Software is licensed, not sold. We retain all right, title and interest in it,
including all intellectual property rights.
Licences are issued either as perpetual licences, which do not expire, or as term
licences valid for the period stated at purchase. Which one you hold is shown on your
licence record under My Account at 1khz.ca.
A licence is issued for one application. Holding a licence for one of our applications
does not grant any right to another.
3. Activations
Each licence key permits a fixed number of activations. An activation is consumed when
the Software is activated on a computer and released when it is deactivated on that
computer.
3.1 Standard licence
A standard licence permits activation on two computers for the sole use of one named
individual, for example a studio desktop and a laptop belonging to the same person.
The second activation is a convenience for one person's own equipment. It is not a
two-user licence and it is not a volume allowance.
3.2 Shared, laboratory and multi-operator workstations
A workstation used by more than one person requires one activation per workstation.
This includes teaching laboratory and classroom stations, edit suites shared between
operators, and any machine made available to multiple users.
Standard licences may not be combined to cover shared workstations. Site licences are
available for laboratories and facilities: write to info@1khz.ca.
3.3 Site and institutional licences
A site licence is issued with an activation count agreed in writing at purchase, and
permits deployment across that number of workstations within the purchasing
organization. All other terms of this Agreement apply.
3.4 Educational and student licences
Educational and student licences are offered at a reduced price to accredited
educational institutions and to their enrolled students and faculty. They carry the same
terms as a standard licence. We may request reasonable evidence of eligibility, and may
terminate a licence obtained by misrepresenting it.
4. Trial
The Software may be evaluated free of charge for 14 days from first launch. Trial use is
subject to this Agreement. Circumventing or resetting the trial period is a breach of it.
5. Activation, validation and internet access
Activation requires an internet connection. After activation the Software periodically
revalidates with our licence server, normally every 7 days.
If it cannot reach the server, the Software continues to operate for up to 14 days from
the last successful validation. After that, a connection is required before use can
continue.
To enforce activation limits we record an identifier derived from your computer's
hardware. It contains no personal information beyond what is needed to tell one computer
from another.
6. Moving a licence between your own computers
You may move a licence between computers you own by deactivating the Software on one and
activating it on another, either in the Software or from the My Licenses page at
1khz.ca.
Licences are not transferable to another person or organization, and may not be resold,
rented, leased, lent or sublicensed.
7. Restrictions
You may not:
- copy, distribute or make the Software available to third parties, except as this
Agreement expressly permits - reverse engineer, decompile or disassemble the Software, except so far as applicable
law permits despite this restriction - modify, adapt or create derivative works of the Software
- remove or alter any copyright, trademark or other proprietary notice
- circumvent, disable or interfere with the licensing, activation or validation
mechanisms, or use a licence key not issued to you - use the Software in breach of applicable law
8. Updates
Updates released during the term of your licence are provided at no additional charge.
Perpetual licences include updates within the major version purchased, and any further
updates we choose to make available. We are not obliged to provide updates, support, or
any particular future functionality.
9. Term and termination
This Agreement takes effect when you first install or activate the Software and
continues until terminated.
We may terminate or revoke a licence if you materially breach this Agreement, in
particular Sections 3, 6 or 7, or where a payment is reversed or refunded. On
termination you must stop using the Software and remove it from every computer on which
it is installed.
10. Third-party components
The Software includes third-party components, each subject to its own licence, which
takes precedence over this Agreement in respect of that component. They are listed in
the THIRD-PARTY-NOTICES file distributed with the Software.
In particular, where an application bundles an FFmpeg command-line binary, it is licensed
under the GNU Lesser General Public License version 2.1 or later, invoked as a separate
process and not linked into the Software.
Nothing in this Agreement limits any right you have under those licences.
11. Disclaimer of warranty
The Software is provided 'as is', without warranty of any kind, express or implied,
including the implied warranties of merchantability, fitness for a particular purpose,
and non-infringement.
Our software writes to audio and video files, and some operations, including metadata
edits, write in place rather than producing a new file. You are responsible for
maintaining backups of your source material. We do not warrant that the Software is
free from errors or that it will operate without interruption.
12. Limitation of liability
To the maximum extent permitted by applicable law, our total liability arising out of or
relating to this Agreement or the Software is limited to the amount you paid for the
licence in question.
We are not liable for any indirect, incidental, special or consequential damages, nor
for any loss of data, recordings, revenue, profits or business, arising out of or
relating to the Software, even if we have been advised that such damage might occur.
Some jurisdictions do not permit certain exclusions or limitations, in which case the
above applies to the fullest extent they allow, and nothing here excludes liability that
cannot lawfully be excluded.
13. Governing law
This Agreement is governed by the laws of the Province of Quebec and the federal laws of
Canada applicable there, without regard to conflict of law rules. The courts of the
Province of Quebec have exclusive jurisdiction, subject to any mandatory consumer
protection rights available to you where you live.
14. Entire agreement
This Agreement, together with the terms published at 1khz.ca and any written site
licence agreement between us, is the entire agreement between you and us concerning the
Software. If any provision is held unenforceable, the rest remains in effect.