Please read carefully the terms and conditions of this end user licence agreement (EULA) before downloading, installing or using the software application known as Orpheus (App) provided by Elixis Pty Ltd (the Company). This is a legal agreement between the Company and you.
Orpheus is a digital sheet music software enabling you to view files YOU OWN and to interact with them in a way useful for musicians.
Agreement to Terms
You have read and agree that the terms of this EULA and the documents listed below, which are incorporated herein by reference (Terms), govern your access to and use of the App, the Company’s Privacy Policy, and any other document that may be referred to within all those documents listed above.
IF YOU DO NOT AGREE TO BE BOUND BY ABOVE TERMS (AS DESCRIBED IN FURTHER DETAIL BELOW) YOU MAY NOT DOWNLOAD, INSTALL OR USE THE APP.
Subscription
The App is available for free download. Certain features of the App may, at the discretion of the Company, be made available for a paid, automatically renewing, subscription fee, the details of which will be outlined on the website of the Company. Subscription fees may be subject to change at the discretion of the Company with reasonable notice provided to users in email or digital notification form. You may cancel your subscription at any time. Refunds of the whole or part of any subscription fee are at the sole discretion of the Company.
You acknowledge and agree that third party terms and fees may apply to the use and operation of your mobile device in connection with your use of the App, such as your carrier’s terms of service, and fees for phone service, data access, or messaging capabilities, and that you are solely responsible for payment of any and all such fees.
Consent to Provision of Information
By downloading, installing or using the App you acknowledge, agree and consent to the collection, use, sharing and transfer of:
- Personally identifiable information that you submit via forms on our website or in our App, such as your name and email address, used to authenticate your account, handle support enquiries, and in our mailing list.
- Device information including IP address, operating system and hardware details, in order to identify and fix bugs in the App.
- Product usage and profile data to help inform feature development decisions.
Further, you acknowledge, agree and consent to the transfer and processing of your information outside your home country, as outlined in our Privacy Policy.
Modification of the EULA
The Company reserves the right to modify and/or change any of the terms and conditions of this EULA at any time and without prior notice. If the Company materially modifies this EULA it will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the App for the first time after such material changes are made. By continuing to use the App after the Company has posted a modification of this EULA, you agree to be bound by the modified EULA. If the modified EULA is not acceptable to you, your only recourse is to discontinue the use of and uninstall the App. This Agreement will also govern any software upgrades and/or updates provided by the Company that upgrade and/or supplement the App, unless such upgrades and/or updates are accompanied by a separate licence, in which case the terms of that separate licence will apply.
Limited Licence
Conditioned upon your compliance with the terms and conditions of this EULA, the Company hereby grants to you a limited, revocable, non-exclusive, personal, non-sublicensable, non-transferable, non-assignable licence to install and use the executable form of the App solely for your personal use on a device (whether mobile device or other) owned or controlled by you. the Company reserves all rights in the App not expressly granted to you in this EULA.
Phone Settings and Uninstall Procedures
As part of the installation process of the App, you may be changing your mobile device settings. By installing the App, you agree you have approved such changes. Such changes may include, without limitation, allowing software updates, and showing notifications from the App. To uninstall the App, you may use the standard uninstall procedures offered by your device’s operating system.
Use Restrictions
You may not use the App in any manner that could: (i) damage, disable, overburden, or impair the App (or any server or networks connected to the App), or (ii) interfere with any third party’s use and/or enjoyment of the App (or any server or networks connected to the App).
Except as expressly specified in this EULA, you may not: (a) copy or modify the App; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the App to any third party; or (c) use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA.
You acknowledge and agree that portions of the App, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of the Company and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the App provided in object code or any other the Company products or services, in whole or in part, or permit or authorise a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
Reservation of Rights
The software, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code and all other elements of the App (the “the Company Materials”), are protected by copyright laws of various jurisdictions, and all other relevant intellectual property and proprietary rights, and applicable laws. All the Company Materials, including intellectual property rights therein and thereto, are the property of the Company or its subsidiaries or affiliated companies and/or third-party licensors. the Company reserves all rights not expressly granted in this EULA. You shall not acquire any right, title or interest to the Company Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this EULA.
Term and Termination
This EULA will remain in effect until terminated. The EULA, and your rights and licences hereunder, will terminate immediately upon your breach of the EULA. You may terminate the EULA by uninstalling and discontinuing your use of the App.
The Company may terminate support of the App and/or this EULA, or limit or terminate your access to the App at any time for any reason. Sections entitled Reservation of Rights, Term and Termination, Warranty, Disclaimer and Limitation of Liability, Indemnification, and Miscellaneous shall survive any termination of this EULA.
Warranty, Disclaimer and Limitation of Liability
THE APP IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NONINFRINGEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SERVICE, OR THE QUALITY OR CONSISTENCY OF THE SERVICE.
LIABILITY WAIVER. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE AND ANY INFORMATION AVAILABLE THEREON, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, WHETHER IN CONTRACT OR TORT, EXCEED FIVE DOLLARS ($5).
Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify and hold the Company and its affiliates, officers, directors, employees, agents, and licensors harmless from any and all claims, suits, losses, liability, costs or expenses (including, but not limited to reasonable legal fees) arising from or incurred as a result of your use of the App or any breach by you of this EULA.
Miscellaneous
This EULA and all the policies referenced herein constitute the entire agreement between the Company and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorised executive of the Company.
The section titles in this EULA are provided solely for convenience and have no legal or contractual significance.
This EULA shall be governed by and interpreted under the laws of the State of Western Australia and where applicable Australia regardless of your country of origin or where you access the Services, and without regard to its conflicts of laws provisions or the United Nations Convention for the International Sale of Goods.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
If for any reason a court of competent jurisdiction finds any provision of his EULA or portion thereof, to be unlawful, void or unenforceable, that provision of this EULA shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this EULA shall continue in full force and effect.
You may not assign your rights under this EULA to any party without the Company’s consent.
Notice Regarding Google Play
You acknowledge that this EULA is between you and Orpheus only, not with GooglePlay, and GooglePlay is not responsible for the App and the content thereof. GooglePlay has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify GooglePlay and GooglePlay will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, GooglePlay has no other warranty obligation whatsoever with respect to the App. GooglePlay is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to:
- Product liability claims;
- Any claim that the App fails to conform to any applicable legal or regulatory requirement; and
- Claims arising under consumer protection or similar legislation.
GooglePlay is not responsible for the investigation, defense, settlement and discharge of any third party claim that your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. GooglePlay, and GooglePlay’s subsidiaries, are third party beneficiaries of this EULA, and upon your acceptance of this EULA, GooglePlay will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA. You hereby represent and warrant that
- You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
- You are not listed on any U.S. Government list of prohibited or restricted parties. If Orpheus provides a translation of the English language version of this EULA is provided, the translation is provided solely for convenience, and the English version shall prevail.
Privacy Policy
This Privacy Policy is subject to Orpheus’s End User Licence Agreement (EULA). Unless otherwise stated, this Privacy Policy adopts the definition of terms in the EULA.
Information We Collect
We collect information, including personal data, when you use our products and services, such as when you visit our website, make an inquiry with us, or when you download and use the App. This information includes:
- Personally identifiable information that you submit via forms on our website or in our App, such as your name and email address, used to authenticate your account, handle support enquiries, and in our mailing list.
- Device information including IP address, operating system and hardware details, in order to identify and fix bugs in the App.
- Product usage and profile data to help inform feature development decisions.
Use of Information
We rely upon a number of legal grounds to ensure that our use of your personal information is compliant with applicable law. We use personal information to facilitate the business relationships we have with our users, to comply with our financial regulatory and other legal obligations, and to pursue our legitimate business interests. The use of your information in this way means that your information may at times be transferred to a recipient outside of your home country or region.
Any of the information the Company collects from you may be used in one of the following ways: to personalise your experience; to improve our products; to improve customer service; to send periodic emails (the email address you provide at sign up may be used to send you information and updates pertaining to the App, in addition to receiving occasional company news, updates, related product or service information, however if at any time you would like to unsubscribe from receiving future emails, we include unsubscribe instructions at the bottom of each email); and product usage analytics features.
Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested.
Protection of Information
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know.
Cookies
The Company uses Cookies. Cookies are small files that a site or its service provider transfers to your computer’s hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognise your browser and capture and remember certain information. Cookies are used by the Company to understand and save your preferences for future visits, keep track of advertisements and compile aggregate data about application traffic and interaction so that we can offer better experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our users. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business.
Disclosure of Information to Outside Parties
We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our software, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.
Data Retention
We retain data that you provide to us as long as we consider it necessary for the purpose it was collected, or as needed to comply with our legal obligations, or enforce our agreements, and then we securely delete the data. If you would like to review, correct, update or erase personal information that you have previously disclosed to us, you may do so by contacting us. If you no longer want to receive marketing-related emails from us, you may opt-out via the unsubscribe link included in such emails. We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt-out of receiving marketing-related emails from us, we may still send you important administrative messages that are required to provide you with our services. If you wish to exercise your data protection rights, contact us with a statement of your request.
Changes to Our Privacy Policy
We may change this Privacy Policy from time to time to reflect changes in our offerings, how we collect, use, or disclose personal data, or applicable law. If we make any changes to this Privacy Policy, we will change the “Last Updated” date above. If we make any material changes, we will provide notice or obtain consent regarding such modifications as may be required by law.