End User Licence Agreement
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PLEASE READ CAREFULLY BEFORE DOWNLOADING SOFTWARE FROM THIS WEBSITE.
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‍This end-user licence agreement (“EULA”) is a legal agreement between you and Lucid Technology SL of Carrer del Raco 15 (Vapor Ros) E08221 Terrassa - European Union (“Licensor”) for a software application used with Adobe Premiere Pro known as “TONEO Prime” (“the Software”)We license use of the Software to you on the basis of this EULA We do not sell the Software to you. We remain the owners of the Software at all times.This software is designed to be used on Apple computers manufactured after 2012 with Intel CPU or Apple Silicon and Metal 2 compatible GPU, running MacOS 10.14 Mojave (except computers with Vega GPUs or MacPro 2013) or MacOS 10.15 Catalina (recommended) and active Adobe Premiere Pro CC subscription You will not be able to activate the Software without an operational Internet connection.

‍IMPORTANT NOTICE:
‍By downloading the Software from this website or clicking on the "accept" button below you agree to the terms of the licence which will legally bind you. The terms of this licence include, in particular, the privacy policy which appears at https://toneocolor.com/privacy.html ;and limitations of liability as set out at clause 11 below.

If you do not agree to the terms of this licence, we will not license the Software to you and you must not stop the downloading now by clicking on the "cancel" button below. In this case the downloading process will terminate.

Please should print this EULA for and keep it in a safe place for your future reference.

‍Definitions
‍In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

‍Intellectual Property Rights Patents, trade marks, internet domain names, service marks registered designs, applications for any of the foregoing, and copyright, design rights, know-how, confidential information, trade and business names and other similar protected rights in any country.
Software the applications computer programs described in the Order in compiled form, including any modifications to and modified or enhanced versions thereof which may be supplied by the Licensor to you from time to time
Licensed Materials the Software and the Documentation
The Licence the licences granted in this Agreement pursuant to clause 3
Order the order form where you order a Licence for the Software and/or Documentation
Product Description the product description of the Software which sets out the functions, facilities and limitations and restrictions described at the Website
Documentation such operating manuals, user instructions, technical literature, online help facilities, and other documentation and other related materials for aiding the use and application of the Software made available from time to time at the Website
Minimum Equipment the hardware and software prerequisites to use the Software set out in the introduction above, and any computer equipment which the Licensor may recommend for use with the Software from time to time
Support Period means the period during which the Support Services shall be provided determined in accordance with clause 7.4
Support Services the software support services to be provided by the Licensor pursuant to clause 7.
Term the duration of your permission to Use the Licensed Materials as specified in the Order
Use the Licensed Materials Use the Software and Use the Documentation
Use the Software to load and execute the Software in accordance with the terms of this Agreement
Use the Documentation to store and read the Documentation in eye-readable form by an individual in conjunction with the use of the Software in accordance with the terms of this Agreement.

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1. Commencement and Services

a: This Agreement shall come into effect on the date that you first download and/or use the Software.
b: The Licensor hereby:

licenses you to Use the Software and Use the Documentation; and
undertakes to provide the Support Services for the Support Period in respect of the Software,upon the terms and conditions hereinafter contained.

2. Licence

The Licensor hereby grants to you a non-exclusive and non-transferable licence to Use the Licensed Materials for the Term from the commencement of this Agreement subject to the terms and conditions hereinafter contained.
You agree that you are licensed to Use the Licensed Materials in accordance with the express terms of this Agreement but not further or otherwise.
In consideration of the grant of the Licence, you shall pay to the Licensor the single licence fee specified in the Order in accordance with the payment terms set out therein. You have no right to Use the Licensed Materials in the absence of payment, other than where the Order expressly states that it is for trial use of the Licensed Materials. In such cases, your Use of the Software will be limited to 7 days from the date of Activation unless otherwise specified in the Order. A trial entitles you to a single Activation only, and may not be moved to another Device.
This Agreement applies to each Licence Key purchased by you, and in the case of a trial, the Licence Key issued to you. You may not Use the Software other than when it is Activated.
The Licensed Materials and the Intellectual Property Rights vesting in the Licensed Materials and relating thereto are and shall remain the property of the Licensor at all times.
A Licence Key entitles you to:
i: use Available Activations with the Software up to the number of Activations granted in the Order;
ii Use the Software on Devices in object code form only;
iii move an Activation to another Device on up to 3 occasions.
You are licensed to Use the Licensed Materials for your own internal business purposes;
i: use a single instance of the Software at any one time for each Licence that you have purchased.
ii Use the Documentation for processing your own data and shall not permit any third party to use the Licensed Materials in any way whatsoever nor use the Licensed Materials on behalf of or for the benefit of any third party in any way whatsoever (including, without limitation, using the Licensed Materials for the purpose of operating a bureau service).
Any online service facilitated and/or arranged by the Licensor to operate in conjunction with the Software is governed by a separate agreement, and not by this Agreement.
You shall keep exclusive possession and control of all copies of the Licensed Materials and shall effect and maintain adequate security measures to safeguard the Licensed Materials from access or use by any unauthorised person. Such security measures shall be no less stringent than the measures which the Licensor uses to protect its own confidential information or reasonable measures, whichever is the greater. You are not entitled to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software or attempt to do so other than where such actions cannot be prohibited.
You may make up to 3 copies

3. Warranties

The Licensor warrants to you that the Software when delivered to you shall provide the facilities and functions described in the Product Description and the Documentation. You acknowledge that the Software are of such complexity that they may have certain defects when delivered and you agree that the Licensor’s sole liability and your sole remedy in respect of a defect shall be for the Licensor to provide correction of documented program errors which the Licensor’s investigation indicates are caused by a defect in an unaltered version of the Software, and are not due to a defect or deficiency in, or a failure of, the equipment upon which the Software are operated or hardware or software not recommended or approved by the Licensor, or incorrect handling or employment of the Software by you. All warranties hereunder extend only to and are for the benefit only of you. The Licensor’s obligation to correct any such program errors shall cease at the end of the Support Period.
The Licensor makes no warranties or representations concerning the Minimum Equipment you may use in conjunction with the Licensed Materials.
The express terms of this Agreement are in lieu of all warranties conditions terms and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.
You shall notify the Licensor if you become aware of any unauthorised use of the whole or any part of the Licensed Materials by any person.
You will permit the Licensor to check the use of the Licensed Materials and verify the performance of your obligations under this Agreement

4. Installation and acceptance

The Software shall be deemed to be accepted by you when it has been downloaded or received by you ready for installation, whichever is the earlier.

5. Support Services

Upon request, the Licensor undertakes to provide training specified in the Order (if any) in the use of the Software for your staff in accordance with the Licensor’s standard scale of charges in force from time to time. Such training shall take place at the premises of the Licensor or its appointed agent, or remotely.

6. Training

Subject to compliance by you with its responsibilities as specified in clause 7.2 the Licensor shall during the Support Period:
i: use its reasonable endeavours to correct any faults in the Software notified to it by you (but not to recover or reconstruct your computer records, corrupted or lost as a result of such faults);
ii: provide you with all documentation which the Licensor reasonably deems necessary for the utilisation of any modified enhanced or replacement versions of or additions to the Software delivered to you by the Licensor from time to time; and
Iii: provide you with such technical advice by electronic mail only as shall be necessary to resolve your difficulties and queries in using the current version of the Software or refer to the Documentation for resolution by you.
You shall:
i: use only the current version of the Software made available to you by the Licensor from time to time;
ii: ensure that the Software are used on the equipment meets the Minimum Equipment specifications and use the Software in a proper and lawful manner by competent trained employees only;
Iii: notify each software fault to the Licensor as it arises and shall wherever possible supply the Licensor with a documented example of such fault;
iv: co-operate fully with the Licensor in di

7. Export Control

Neither party shall export, directly or indirectly, any technical data or information acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations, including the Export Control Act and United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

8. Assignment

This Agreement is personal to you and you shall not assign sublicense or otherwise transfer any part of Agreement or any of its rights or obligations hereunder whether in whole or in part without the prior written consent of the Licensor. The Licensor shall be entitled to assign and/or novate any part of this Agreement to any third party in its sole discretion.

9. Force majeure

Notwithstanding anything else contained in this Agreement, neither party shall be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of the other party and/or subcontractors).
Any such delay caused by the act or omission of the other party:

any costs or expenses arising from such delay shall be borne by the party incurring the same;
either party may if such delay continues for more than 2 weeks terminate this Agreement forthwith on giving notice in writing to the other in which event neither party shall be liable to the other by reason of such termination;
both parties will in any event use reasonable endeavours to avoid or mitigate the impact of any event of force majeure and to recommence performance of their obligations under this Agreement as soon as reasonably possible.

10. Liability

The Licensor shall not be liable for any loss or damage sustained or incurred by you or any third party resulting from any defect or error in the Software.
The Licensor shall not be responsible for the maintenance, accuracy or good running of any version of the Software except the latest version thereof supplied to you.
Notwithstanding anything else contained in this Agreement but subject to clause 11.4 below the Licensor shall not be liable to you for loss (whether direct or indirect) of profits, business or anticipated savings or for any indirect or consequential loss or damage whatsoever even if the Licensor shall have been advised of the possibility thereof and whether arising from tort (including negligence), breach of contract, breach of statutory duty, or otherwise howsoever.
The Licensor does not exclude or limit liability for death or personal injury caused by the Licensor’s negligence or any other liability that cannot be excluded or limited by law.
Subject to clauses 11.3 and 11.4 above, where the Licensor is liable to you for negligence, breach of contract or any other cause of action arising out of this Agreement such liability shall not exceed a sum equal to the licence fee paid by you.
The Licensor will not be liable for any loss arising out of or in connection with any failure by you to keep full and up-to-date security copies of data and the computer programs you use, in accordance with best computing practice.
You shall indemnify the Licensor against all liabilities, claims, costs and expenses which the Licensor may be suffered arising from or connected to misuse of the Software and/or use of third party Intellectual Property Rights.
The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitte

Legal Terms