This end user licence agreement is a binding contract between you and Noem covering the plugins you download from this site. Read it before you install anything. By downloading, installing, copying or using a plugin you agree to be bound by it. If you do not agree, do not install the plugin and delete any copy you hold.
1. Definitions
“We”, “us” and “our” mean Noem. “You” means the person accepting this agreement, and any organisation you accept it on behalf of. “The Software” means any plugin, installer, standalone application, factory content, preset, documentation or update we make available from this site, in any format, together with any part of it. “Your Work” means the audio, music, projects and presets you create using the Software.
2. Licence grant
Subject to your continued compliance with this agreement, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Software on computers you own or control, for your own purposes, whether personal or commercial, and to make one copy of the installer for backup.
This agreement licenses the Software to you. It does not sell it to you. The licence is granted for so long as you comply with this agreement and may be terminated as set out in clause 11.
3. Reservation of rights
The Software, its source code, object code, interface, artwork, factory content, structure, and the Noem name, wordmark and branding, together with all copyright, trade mark, database, design and other intellectual property rights in them, are and remain our property or that of our licensors. All rights not expressly granted to you in clause 2 are reserved. You acquire no right, title or interest in the Software beyond the licence granted here.
4. Restrictions
Except to the extent that applicable law gives you a right that this agreement cannot lawfully remove, you shall not, and shall not permit any other person to:
4.1 Redistribute the Software. You shall not distribute, publish, upload, host, mirror, share, lend, transmit or otherwise make the Software available to any other person, whether or not for charge. This includes any website, file host, mirror, peer to peer or torrent network, shared or cloud drive, plugin archive, forum, physical medium and messaging service. Direct anyone who wants the Software to this site instead.
4.2 Pass the Software off as your own. You shall not rename, rebrand, restyle or repackage the Software, remove or obscure the Noem name or branding, or represent the Software or any part of it as your own work or as originating from anyone other than us.
4.3 Sell or commercialise the Software. You shall not sell, resell, licence, sublicence, rent, lease, hire out or otherwise commercially exploit the Software, whether on its own or bundled with or incorporated into any other product, including bundles, sample packs, template or session projects, courses, subscriptions and hardware.
4.4 Reverse engineer the Software. You shall not decompile, disassemble, decrypt, extract or otherwise attempt to derive the source code, algorithms or underlying structure of the Software, nor modify, adapt, translate or create derivative works from it. This restriction does not apply to the extent that such acts cannot lawfully be prohibited, and in that case only to the extent the law permits.
4.5 Build a competing product. You shall not use the Software, or any information derived from it, to design, develop or market a product that competes with it.
4.6 Circumvent or interfere. You shall not remove, disable or circumvent any licensing, security or technical measure in the Software, nor remove or alter any copyright notice, licence text, attribution or version identifier.
4.7 Use it unlawfully. You shall not use the Software in breach of any applicable law, or in any way that infringes the rights of another person.
5. Your Work
Your Work belongs to you. We claim no ownership of it, no share in it, no royalty and no credit, and you may use, perform, release and sell it freely. Presets and patches you create are Your Work and you may share and sell them, provided you do not distribute the Software itself with them.
If you choose to send us a preset, patch, recording, bug report, suggestion or other material, you grant us a non-exclusive, worldwide, royalty free, perpetual and irrevocable licence to use, reproduce, adapt, publish and distribute it in connection with the Software and our promotion of it, and you confirm that you are entitled to grant that licence. We are under no obligation to use it, to keep it confidential or to pay for it. You are not required to send us anything.
6. Pre-release versions
Software identified as alpha, beta, preview or otherwise pre-release is provided for evaluation only, may be incomplete or unstable, may change or be withdrawn without notice, and is excluded from any warranty or support. Do not use it in work you cannot afford to lose.
7. Updates, versions and availability
This agreement governs any update, upgrade or later version of the Software we make available to you, unless that release is accompanied by its own licence terms, in which case those terms govern it.
We are under no obligation to provide updates, to maintain the Software, or to keep it available. We may change the Software, change what it costs, release paid versions, or stop distributing it, at any time and without notice. A copy you have lawfully obtained remains licensed to you under this agreement.
8. Third-party components
The Software incorporates components owned by others and licensed to us. Kine and Lapse are built with JUCE, used under a JUCE licence. Lapse also uses the VST 3 SDK, which is MIT licensed. VST is a registered trade mark of Steinberg Media Technologies GmbH.
Both plugins embed typefaces licensed under the SIL Open Font License 1.1, so that the interface holds its shape on a machine that does not have them installed. Kine uses Inter Tight and JetBrains Mono. Lapse uses Anton, Inter and JetBrains Mono. None is modified and none is used as a Reserved Font Name. The full licence text is included in the installers.
Those components remain subject to their own licences, which prevail over this agreement in respect of those components to the extent of any conflict. Nothing in this agreement removes a right granted to you by one of them. We give no warranty in respect of third-party components and accept no liability for them beyond what clauses 12 and 13 provide.
9. What the Software sends
The Software contains no networking code. Kine and Lapse are built with their framework’s web and networking features disabled, so neither binary is capable of making a network connection. There is no usage tracking, no online licence check and no crash reporting in either. Your projects and presets remain on your machine. How the website handles personal data is set out in the privacy policy.
10. Support
Any support we provide is given at our discretion and free of charge. Nothing in this agreement obliges us to provide support, to respond within any period, or to correct any fault.
11. Term and termination
This agreement takes effect when you first download or install the Software and continues until terminated. It terminates automatically and without notice if you breach any term of it. We may also terminate it on notice where we cease distributing the Software.
On termination the licence in clause 2 ends immediately and you shall stop using the Software, uninstall it and delete all copies in your possession or control. Your Work created before termination remains yours. Clauses 1, 3, 4, 5, 8, 12, 13, 14, 17 and 18 survive termination.
12. Disclaimer of warranties
To the maximum extent permitted by applicable law, the Software is provided on an “as is” and “as available” basis, with all faults and without warranty of any kind. We expressly disclaim all warranties, conditions, representations and terms, whether express, implied or statutory, including any implied warranty of satisfactory quality, merchantability, fitness for a particular purpose, accuracy, quiet enjoyment and non-infringement.
Without limiting the above, we do not warrant that the Software will meet your requirements, that it will operate uninterrupted or error free, that it is compatible with any particular host, operating system, hardware or other software, that defects will be corrected, or that it is free of harmful components. You are responsible for determining whether the Software is suitable for your purposes and for maintaining backups of Your Work.
13. Limitation of liability
Nothing in this agreement excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. If you are a consumer, your statutory rights are not affected and this clause applies only to the extent the law permits.
Subject to that, and to the maximum extent permitted by applicable law, we shall not be liable, whether in contract, tort including negligence, breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of or corruption of data or recordings, loss of studio, session or performance time, or for any indirect, special, incidental, consequential or punitive loss, in each case however arising and even if we have been advised of the possibility of it.
Subject to the first paragraph of this clause, our total aggregate liability arising out of or in connection with this agreement and the Software shall not exceed the total amount, if any, you have paid us for the Software in the twelve months preceding the event giving rise to the claim. Where the Software has been provided to you free of charge, that amount is nil. To the extent that applicable law does not permit that limitation, our total aggregate liability shall not exceed fifty United States dollars.
Where the Software is provided to you free of charge, or at a price that does not reflect the risk of the losses excluded above, you acknowledge that this allocation of risk is a fundamental basis on which we make it available to you.
14. Indemnity
You shall indemnify us and keep us indemnified against all liabilities, losses, damages, costs and expenses, including reasonable legal fees, that we incur arising out of or in connection with your breach of this agreement, your use of the Software in breach of clause 4, or your infringement of the rights of any other person.
15. Export control and sanctions
You confirm that you are not located in, and are not a national of or ordinarily resident in, any country subject to comprehensive trade sanctions, and that you are not a person with whom dealing is prohibited under any applicable sanctions or export control law. You shall not export, re-export or make the Software available in breach of any such law.
16. Changes to this licence
We may amend this agreement from time to time. The version in force is the one published on this page, and the date at the top changes when it changes in substance. Amendments apply to your continued use of the Software and to any version you download after they take effect. If you do not accept an amendment, stop using the Software and delete it.
17. General
17.1 Entire agreement. This agreement, together with the terms and the privacy policy, is the entire agreement between us in respect of the Software and replaces anything said or written before it. Nothing in this clause limits liability for fraudulent misrepresentation.
17.2 Severability. If any provision of this agreement is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions continue in full force.
17.3 No waiver. A failure or delay by us in enforcing any provision is not a waiver of it, and does not prevent us enforcing it or any other provision later.
17.4 Assignment. You may not assign, transfer or sublicence this agreement or any right under it without our prior written consent. We may assign or transfer it, including to a company we register to carry on this business or to a purchaser of it, without your consent.
17.5 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.
17.6 Third parties. Nobody other than you and us has any right to enforce this agreement.
18. Governing law and jurisdiction
This agreement, and any dispute or claim arising out of or in connection with it or its subject matter, including non-contractual disputes and claims, is governed by and construed in accordance with the law of India. The courts of India have exclusive jurisdiction to settle any such dispute or claim.
If you are a consumer resident elsewhere, this does not deprive you of the protection of any mandatory provision of the law of your country of residence, and you may be entitled to bring proceedings in the courts there.
19. Contact
Questions about this licence go to hello@noemaudio.com.