1. You should read this EULA carefully before using the Software. If you do not agree to this EULA please do not use the Software. By using the Software, you indicate that you accept this EULA and agree to be bound by its terms.
2. This EULA is a legal agreement between you ("User" or "you") and Intermorphic Limited ("us" or "we"). We are registered in England and Wales under company number 06045407 and have our registered office at The Mill House, Boundary Road, Loudwater, High Wycombe, Buckinghamshire, HP10 9QN.
3. In this EULA the following terms have the following meanings:
   1. Artist means a person and not a business entity/unit.
   2. Device means a computer, mobile or other handheld device which is owned or controlled by you and on which you have installed the Software.
   3. Feature Set means the 'Pro', 'Play' or 'Lite' Feature Set that the Software is using and as detailed at https://intermorphic.com/archive/wotja/20/#featuresets.
   4. Live Use Public Broadcast means using the Software to make a Live Use or time-delayed Live Use public broadcast or stream.
   5. Live Use ('LU') means using the Software to generate music for use as live music (as opposed to recorded music) e.g. for use as live background or foreground music and specifically excludes Live Use Public Broadcast.
   6. Privacy Policy means our privacy policy which is set out here www.intermorphic.com/privacy
   7. Recordings means any recordings you make of the output of the Software be those audio, MIDI, video or other recordings (with the exception of built-in Included Albums, the recording of which is prohibited).
   8. Services means the services provided by us via the Software including the facility to create Wotja Files and the facility to export Wotja URLs.
   9. Software means the relevant Wotja application software, the data supplied with the software and the associated media together with any updates provided from time to time in object code only.
   10. Special Options Subscription Tiers means 'T0' or 'C0' for an educational or non-profit organization; 'T1' or 'C1' for a business entity/unit with yearly gross revenue not exceeding USD $500k; 'T2' or 'C2' for a business entity/unit with yearly gross revenue not exceeding USD $5m; 'T3' or 'C3' for a business entity/unit with yearly gross revenue not exceeding USD $50m; 'T4' or 'C4' for any larger business entity/unit. A single month of 'T4' or 'C4' Subscription may also be used as a purchase mechanism to license Recordings for use in a non-competitive game where they are built into the game.
   11. Timeout, Auto-Timeout or Music Timeout (variously "Timeout") means the time after the Intermorphic Music Engine ("IME") has starting playing a Wotja File, Wotja Template, Wotja Box, Wotja Album, Wotja Playlist, Wotja URL, Noatikl File, Mixtikl File or any other File it can play (variously "Wotja File") that it will cease generating music if it has not already done so. Manually restarting playback of the Wotja File will restart the timer for the Timeout. The value of the Timeout varies according to the Software and or different versions thereof and any relevant purchased and active In-App Subscriptions.
   12. Website means www.intermorphic.com, www.wotja.com or such other blog website, forum or blog owned or operated by us.
   13. Wotja File means the file generated by the Software as part of the Services from various settings and templates you select or edit in the Software or are randomly or otherwise selected by the Software and/or from another imported Wotja File (variously "Settings") and text you may input ("Characters") to the Software and may also include other media. The Software may use the Characters as the input from which to create a tune or tunes but otherwise uses the Settings to determine all aspects of the music it generates (together "Music").
   14. Wotja URL means a URL version ("WJURL") of the Wotja File.
4. In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the Software on one Device and use the Services and Wotja Files and Wotja URLs (whether you are a recipient of them or your use of the Services has generated them), subject to these terms, the Privacy Policy, Acceptable Use Policy, Website Terms of Service and any other terms and conditions incorporated into this EULA by reference. Some of our Services are provided free of charge but where a fee applies you must pay that fee before you can use those Services.
5. For Software that incorporates an Intermorphic Wavetable and that permits you to make audio recordings and subject to Clause 7 you may use, royalty-free in your (multimedia) compositions, music mixes, your own compositions and works etc. audio recordings made of MIDI content played through the Intermorphic Wavetable, but you may not distribute or resell the Intermorphic Wavetable or underlying Samples.
6. Once you have installed the Software you can then use the Services, where allowing, to create, open, play, save and export Wotja Files.
7. Permitted Use:
   1. Recordings:
      1. Recordings made with a 'Play' or 'Lite' Feature Set active at the time of recording may be used only for Personal Non-Commercial Use ("Personal Use");
      2. Recordings made with a 'Pro' Feature Set active at the time of recording may be used only for Personal Use or Personal Commercial Use ("Personal Commercial Use");
      3. Recordings made with both a 'Pro' Feature Set AND the relevant Special Options Subscription Tier active at the time of recording may be used by Businesses for Commercial Use ("Commercial Use") for any purpose except for inclusion in competitive or potentially competitive apps, games, software or interactive applications or as add-on content for the foregoing all of which is specifically prohibited unless otherwise agreed (get in touch if you have such a requirement).
   2. Live Use (LU):
      1. Personal Live Use (LU) is permitted in all versions of the Software.
      2. Commercial Live Use (LU) in one room or space no greater than 1,000 sq m. is permitted for one instance of the Software by having an active and relevant Special Options Subscription Tier.
   3. Live Use Public Broadcast: Expressly prohibited for Commercial Use but permitted for Personal Use with a 'Pro' Feature Set on the strict conditions that the broadcast must only be made available through a non-specialist generic audio or video streaming service partner offering that service to all content creators and that you are present and interacting with the Software for its entire duration.
8. We may change these terms at any time and the current version will govern your use of the Software. Your continued use of the Software demonstrates your acceptance of the current version of the EULA. It is your responsibility to check the terms of the EULA from time to time and to make yourself aware of any updates to it and to ensure your continued compliance.
9. We may update the Software and/or change or discontinue Services from time to time and you may not be able to use the Services until you have downloaded the latest version of the Software and accepted any new terms.
10. If you are not the owner of the Device you warrant to us that you have obtained that person’s permission prior to downloading a copy of and/or installing the Software onto the Device. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the Software or any Service on or in relation to any Device, whether or not it is owned by you.
11. You acknowledge and accept that the Software incorporates or may incorporate App Center or HockeyApp software for crash reporting. The use of data resulting from these inclusions is detailed in our Privacy Policy which can be found at www.intermorphic.com/privacy.
12. The terms of our Privacy Policy, Acceptable Use Policy and Website Terms of Service are incorporated into this EULA by reference and apply to the Software and Services. Additionally, by using the Software or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any Wotja File or other message or information you send whether using the Software or otherwise via the internet may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
13. If you choose to distribute a Wotja File and / or otherwise publish it via Twitter, Facebook or on some other publicly accessible forum, blog, website or similar, you acknowledge and accept that members of the public may have access to this and you do this at your own risk and you acknowledge and accept that we are not liable for any use made of the Wotja File by you or any third party who receives that or any Wotja File directly or indirectly from you.
14. Except as expressly set out in this EULA or to the extent that such acts may not be prohibited under applicable law, you agree:
    1. not to copy the Software except where incidental to normal use of the Software or necessary for the purpose of back-up or operational security;
    2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Services;
    3. not to make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
    4. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities is used only for the purpose of achieving inter-operability of the Software with another software program; is not unnecessarily disclosed or communicated without our prior written consent to any third party; and is not used to create any software that is substantially similar to the Software;
    5. to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
    6. to include our copyright notice on all entire and partial copies you make of the Software on any medium;
    7. not to provide or otherwise make available the Software in whole or in part (including object and source code), in any form to any person without prior written consent from us;
    8. not to use the Software for Live Use unless you have a valid and relevant licence to use the Software in the manner required and it remains in force. For the avoidance of doubt the Software may not be run on a server or in a server farm or related aggregation service that is used to stream audio, MIDI or video over the internet for any form of commercial purposes or in a commercial setting;
    9. not to make recordings of the built-in Albums;
    10. where the Software is a "Beta" version or has been provided by us to you on a promotional basis, not to use the Software other than for testing, demonstration and evaluation purposes and not for any commercial or business purposes;
    11. where the Software is purchased at Educational pricing ("Educational Software"), not to use it for commercial or business purposes and that it any event it may used only by an eligible Educational End User by which is meant students, faculty, staff and administration attending and/or working at an educational institution;
    12. the Software is licensed only to you and you may NOT rent, lease, sub-licence, sell, assign, pledge, transfer or otherwise dispose of the Software or any relevant licence key on a temporary or permanent basis otherwise the original and subsequent owners forfeit all rights to use the Software; and
    13. to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Software or any Service.
15. You must not:
    1. use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software, any Service or any operating system;
    2. infringe our intellectual property rights or those of any third party in relation to your use of the Software, any Service or Wotja File, including the submission of any text;
    3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;
    4. use the Software or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
    5. collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Intellectual Property

16. You acknowledge that all intellectual property rights in the Software and Services belong to us or our licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or Services other than the right to use each of them in accordance with the terms of this EULA. This Software may include an Intermorphic wavetable product ("Intermorphic Wavetable"): a number of Intermorphic Wavetable audio samples are © Zero-G Ltd. http://www.zero-g.co.uk.
17. You acknowledge that you have no right to have access to the Software in source-code form.
18. We will not be liable for the content of any input to the Software nor if the Services result in a Wotja File or generate Music (variously "Result") that resemble any existing copyright work (whether or not you set it out to deliberately create such a work). You understand and accept that this Result may change as the Software is updated.
19. You acknowledge that identical Wotja Files may exist and that the respective creators have parallel rights in them.

Warranties

20. We do not warrant that the Software will be error free or its use will be uninterrupted.
21. We warrant that the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described on the Website and supporting specifications for a period of 30 days from the date on which the Software is downloaded to the Device. If within this period you notify us in writing of any nonconformity in the Software we will use reasonable commercial endeavours to remedy any such non-conformity and this shall be our sole liability and your sole remedy in respect of any such non-conformity.
22. The warranty does not apply if the defect or fault in the Software or any Service results from you having amended the Software; if the defect or fault in the Software results from you having used the Software in contravention of the terms of this EULA or where such defect of fault is as a result of any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.
23. This warranty is in addition to your legal rights as a consumer in relation to software that is faulty or not as described.
24. No other Warranties
    The foregoing warranty is made in lieu of any other warranties, representations or guarantees of any kind, either expressed or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result.

Liability

25. You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements. The Software is provided on an "as is" and "as available" basis.
26. Subject to clause 28 below, we have no liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in connection with this EULA or the Software, Services or Wotja Files for any loss of profit, loss of business, business interruption, or loss of business opportunity, loss of anticipated savings, loss or corruption of data or information (in each case whether direct or indirect) nor for any indirect or consequential losses, even if we have been advised of the possibility of such damages.
27. Subject to clause 28 below, our maximum aggregate liability under or in connection with this EULA (including your use of the Software, any Services or Wotja Files) whether in contract, tort (including negligence) breach of statutory duty or otherwise, shall in all circumstances be limited to a sum equal to the lower of $50 or 105% of the amount paid by you during a relevant subscription period or 105% of the amount paid by you to us in consideration for the rights granted to you under this agreement.
28. Nothing in this EULA shall limit or exclude our liability for death or personal injury resulting from our negligence; fraud or fraudulent misrepresentation; and any other liability that cannot be excluded or limited by English law. Your rights, if any, as a consumer are unaffected by the limitations set out in this EULA.

Termination

29. We may terminate this EULA at any time and may not give prior notice to you. We will terminate this EULA immediately if you are in breach of any of the terms of this EULA.
30. On termination of this EULA all rights granted automatically terminate and you must immediately cease all activities authorised by this EULA, including your use of any Services and you must immediately delete or remove the Software from all Devices and destroy any relevant licence keys.

General

31. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control.
32. If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by prepaid post to our registered office address. If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide to us in your request for the Software.
33. We may transfer, assign, sub-contract or otherwise deal with our rights and obligations under this EULA. You may not transfer, assign, sub-contract or otherwise deal with your rights or obligations under this EULA without our prior consent.
34. If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
35. Each of the conditions of this EULA 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.
36. This EULA is governed by and shall be construed in accordance with English law. You and we both agree that the courts of England and Wales will have jurisdiction.
37. Except as otherwise expressly stated in this EULA, a person who is not a party to this EULA has no right to enforce any of its terms and the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
38. This EULA constitutes the complete and exclusive statement of the agreement between the you and us with respect to the subject matter of this EULA and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.

Third Party Software and / or Content

39. This Software may include 3rd party content packaged in the form of Paks or Tiklpaks ("Paks"). Your licence to use the Paks is subject to the terms of any End User Licence Agreement that may accompany the Paks. A link to the most recent version of the Pak End User Licence Agreement can always be found at www.intermorphic.com/eula/pak
40. This Software may contain a binary distribution from the Ogg Vorbis library which is licenced under the following terms:
    1. Copyright (c) 2002, Xiph.org Foundation
    2. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
       1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
       2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
       3. Neither the name of the Xiph.org Foundation nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
       4. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS ''AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE FOUNDATION OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Apple App Store

41. Notwithstanding anything to the contrary set out in this Agreement, where you have purchased and downloaded the Software through the Apple App Store Service for use on your iPod and/or iPhone the following additional terms will apply:
    1. Acknowledgement:
       You agree that the Licensor shall be solely responsible for the Software and the contents thereof and you acknowledge that this Agreement is concluded solely between you and the Licensor and not in any way with Apple Inc. ("Apple")
    2. Scope of Licence:
       Notwithstanding clause A above, the Licensor grants you a non-transferable licence to install and use the Software on any iPhone or iPod touch that you own or control as permitted by the Apple Usage Rules set forth in the Apple App Store Terms of Service: http://www.apple.com/legal/itunes/appstore/us/terms.html Apple App Store Terms of Service
    3. Maintenance and Support:
       You agree that the Licensor shall be solely responsible for providing any maintenance and support services with respect to the Software as specified in this Agreement, or as required under applicable law. You further agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.
    4. Warranty:
       You agree that the Licensor shall be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in this Agreement. In the event of any failure of the Software to conform to any applicable warranty, you have the right to notify Apple and Apple shall refund the purchase price for the Software to you. You acknowledge that, to the maximum extent permitted by applicable law, Apple has no other any other warranty obligation whatsoever with respect to the Software and all other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty shall be the sole responsibility of the Licensor.
    5. Product Claims:
       You acknowledge that it is the Licensor and not Apple that is responsible for addressing any claims by you or a third party relating to the Software or your possession and/or use of the Software, including but not limited to:
       1. product liability claims;
       2. any claim that the Software fails to conform to any applicable legal or regulatory requirement; and
       3. claims arising under applicable consumer protection or similar legislation.
    6. Intellectual Property Rights:
       You agree that, in the event of any third party claim that the Software, or your possession and use of that Software, infringes that third party's intellectual property rights, the Licensor, and not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
    7. Legal Compliance:
       By downloading and using the Software you represent and warrant that:
       1. 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
       2. you are not listed on any U.S. Government list of prohibited or restricted parties.
    8. Third Party Terms of Agreement:
       You must comply with applicable third party terms of agreement when using the Software.
    9. Third Party Beneficiary:
       You and the Licensor each agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as a third party beneficiary thereof.

Apple Mac App Store

42. Notwithstanding anything to the contrary set out in this Agreement, where you have purchased and downloaded the Software through the Apple Mac App Store Service for use on your Mac Product(s) the following additional terms will apply:
    1. Acknowledgement:
       You agree that the Licensor shall be solely responsible for the Software and the contents thereof and you acknowledge that this Agreement is concluded solely between you and the Licensor and not in any way with Apple Inc. ("Apple")
    2. Scope of Licence:
       Notwithstanding clause A above, the Licensor grants you a non-transferable licence to install and use the Software only on any Mac Product(s) that you own or control as permitted by the Apple Usage Rules set forth in the Apple Mac App Store Terms of Service: http://www.apple.com/legal/itunes/appstore/us/terms.html
    3. Maintenance and Support:
       You agree that the Licensor shall be solely responsible for providing any maintenance and support services with respect to the Software as specified in this Agreement, or as required under applicable law. You further agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.
    4. Warranty:
       You agree that the Licensor shall be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in this Agreement. In the event of any failure of the Software to conform to any applicable warranty, you have the right to notify Apple and Apple shall refund the purchase price for the Software to you. You acknowledge that, to the maximum extent permitted by applicable law, Apple has no other any other warranty obligation whatsoever with respect to the Software and all other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty shall be the sole responsibility of the Licensor.
    5. Product Claims:
       You acknowledge that it is the Licensor and not Apple that is responsible for addressing any claims by you or a third party relating to the Software or your possession and/or use of the Software, including but not limited to:
       1. product liability claims;
       2. any claim that the Software fails to conform to any applicable legal or regulatory requirement; and
       3. claims arising under applicable consumer protection or similar legislation.
    6. Intellectual Property Rights:
       You agree that, in the event of any third party claim that the Software, or your possession and use of that Software, infringes that third party’s intellectual property rights, the Licensor, and not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
    7. Legal Compliance:
       By downloading and using the Software you represent and warrant that:
       1. 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
       2. you are not listed on any U.S. Government list of prohibited or restricted parties.
    8. Third Party Terms of Agreement:
       You must comply with applicable third party terms of agreement when using the Software.
    9. Third Party Beneficiary:
       You and the Licensor each agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as a third party beneficiary thereof.

Amazon Appstore

43. Notwithstanding anything to the contrary set out in this Agreement, where you have purchased and downloaded the Software through the Amazon Appstore for Android Service for use on your Android Product(s) the following additional terms will apply:
    1. Acknowledgement:
       You agree that the Licensor shall be solely responsible for the Software and the contents thereof and you acknowledge that this Agreement is concluded solely between you and the Licensor and not in any way with Amazon Digital Services, Inc. ("Amazon").
    2. Scope of Licence:
       Notwithstanding clause A above, the Licensor grants you a non-transferable licence to install and use the Software only on Android Product(s) that you own or control as permitted by the Amazon Appstore for Android Terms of Use: http://www.amazon.com/gp/feature.html/ref=mas_dp_eula?ie=UTF8&docId=1000667601&pop-up=1.Amazon Appstore for Android Terms of Use.