Software User Licence

CRICKETS AUDIO SOFTWARE LICENCE AGREEMENT
=========================================
Version : 1
Date : 27 October 2025.
Author : Ross Williams.

IMPORTANT: By installing or using this software, you agree to the
terms below. If you don't agree, do not install or use it. Return it
within the refund period for a full refund.

NOTE: Important exclusions and disclaimers are contained in sections
15 and 16 below.

Plain Language Summary Of This Agreement
----------------------------------------
You're licensing, not buying, this software. You can install it on up
to five personal computers (if used only by you) or on one shared
studio computer. Updates are free for five years. You can resell or
transfer the licence on our website. You're covered by Australian
Consumer Law for refunds or replacements. This summary is for
convenience only and is not part of the legal terms below.

Contents
--------
1 Definitions
2 Warranties Of Sufficient Rights And Identity
3 Licence
4 Licence Modes
5 Licence Grades
6 Backups
7 Demonstration Licences
8 Free Licences
9 Restrictions
10 Updates
11 Support
12 Transfer Of Software Licence
13 Termination
14 LIMITED WARRANTY
15 DISCLAIMER OF ADDITIONAL WARRANTIES
16 LIMITATION OF LIABILITY
17 Feedback And Suggestions
18 Legal Framework
19 Contact

1 Definitions
-------------
1.1 A BACKUP COPY of a piece of software is any copy that is
configured in such a way that it can't be accessed without some
significant action having to be performed first, such as mounting a
physical drive or invoking a cloud backup repair or restore operation.

1.2 DEMONSTRATION PERIOD is the fourteen (14) days following the
issuing of a demonstration licence.

1.3 The LICENCE FEE is the amount (if any) paid by the Licensee to a
Representative in consideration of the grant of this Licence.

1.4 The LICENSEE is the individual or organisation that has
legitimately obtained a licence for a Licensor software product. This
document is written as if the reader is the Licensee, and all
references to "you" refer to the Licensee.

1.5 LICENSOR is the company SwarmCritic Pty Ltd, an Australian private
company with Australian Company Number (ACN) 159 515 376.

1.6 The term MEDIA refers to CD-ROMs, DVDs, USB drives, and any other
physical media capable of holding or storing a copy or representation
of the Software.

1.7 N is a parameter of the Licence called the "number of licences"
(or any other sensible phrase that denotes quantity with respect to
the Licence). In the event that no N has been communicated in writing
by the Seller, N is defined to be one (1).

1.8 The term DATE OF PURCHASE refers to the date upon which the
Licensee purchased the licence.

1.9 The PRODUCT is the Licensor software product that is identified by
the packaging, invoice, or delivery docket accompanying the Product,
or is in some other way identified during the transaction between you
and the Seller. The Product consists of the Software, and, in the case
of a physical shipment, the printed documentation, packaging, and
other supporting materials.

1.10 REFUND PERIOD is the fourteen (14) days following purchase.

1.11 The term REPRESENTATIVE means only those persons or organisations
expressly authorised by Licensor to be involved in the creation,
production, delivery, or licensing of the Software, and includes, but
is not limited to: Licensor, employees and authorised agents of
Licensor, Licensor's authorised distributors and sub-distributors, and
merchants of record, and their employees and authorised agents.

1.12 The SELLER is the Representative who sold the Product to you.

1.13 The SOFTWARE is the machine-readable component of the Product,
consisting of information stored on any media or transmitted through a
network, including all revisions, enhancements, or updates supplied to
you pursuant to the provisions of this Agreement. The Software
encompasses, without limitation, executable code, documentation, and
other such digitally delivered materials.

1.14 UPDATE PERIOD is the five (5) years following purchase.

1.15 A WORKING COPY of a piece of software is any copy that is
configured in such a way that it is available to one or more computers
without first requiring any significant action.

2 Warranties Of Sufficient Rights And Identity
----------------------------------------------
2.1 Licensor warrants that it has sufficient rights to the Software to
license it to you.

2.2 Licensee warrants that during the website registration and
purchase process, and in subsequent communications with Licensor, that
Licensee has provided their correct name, correct contact information,
and that other information provided by Licensee is correct as well.

3 Licence
---------
3.1 In consideration of your payment of the Licence Fee and your
agreement to abide by the terms and conditions of this Agreement,
Licensor grants you a non-exclusive licence to use the Software on the
terms and conditions contained in this Agreement.

3.2 The Software is licensed, not sold, to you for use only under the
terms and conditions of this Agreement, and Licensor reserves all
rights not expressly granted to you.

4 Licence Modes
---------------
4.1 When you purchase a licence to the Software, you must decide
whether to exercise the licence in one of two available modes:
Personal Mode or Computer Mode.

4.2 In Personal Mode, you may install the Software on up to five
different computers, but only you are permitted to use the Software.
For example, this is the ideal mode for a musician who owns a desktop
at home for music production and two laptops for touring.

4.3 In Computer Mode, you may install the Software on exactly one
computer, and all users of that computer may use the Software. For
example, this is the ideal mode for a commercial audio studio.

4.4 You must choose between the two modes when you purchase a licence.

4.5 You may change mode at your sole discretion at any time, but at
most once per month.

4.6 Licensor reserves the right to require you to declare in writing
which mode of licence you are using at any given time.

4.7 If you have purchased N licences of the Software, each licence is
considered independent from the others and you can choose the mode of
each licence independently from the others.

5 Licence Grades
----------------
5.1 Some Licences might be issued with a specific grade constraint
such as Lite, Standard, or Pro, with the grade determining the amount
of functionality that you are licensed to use. You agree not to
subvert this grade system.

6 Backups
---------
6.1 You are permitted to create and maintain backup copies of the
Software on whatever media or cloud services that you deem
appropriate.

6.2 Each backup copy of the Software must only be used to refresh
operational copies in the event that they become damaged or destroyed.

6.3 Each backup copy must be accessible only to you (and relevant
cloud providers and related services as reasonably required).

7 Demonstration Licences
------------------------
7.1 Demonstration licences are the same as normal licences except that
they are issued for free and can only be used during the Demonstration
Period and cannot be transferred to a third party.

8 Free Licences
---------------
8.1 Free copies are the same as normal licences except that they are
issued for free. In consideration of the grant of such a Licence, you
agree to comply with the provisions of this Agreement.

9 Restrictions
---------------
9.1 Subject to Section 3, you may not copy, modify, transmit over a
network, lease, rent, grant sublicences or other rights in the
Software, distribute, loan, translate, create derivative works from,
or provide the use of the Software in a computer service business, or
otherwise directly or indirectly cause or encourage the creation of
copies or derivative works of the Software (in whole or in part).

9.2 Subject to Section 3 above, you may not expose the Software to
computers that are not owned or controlled by you, or in any other way
assist others directly or indirectly to make copies of the Software
(or any part of it). In particular, you may not expose the Software to
a network containing computers not owned or controlled by yourself,
except for backups permitted under Section 6.

9.3 You may not remove any notice of proprietary rights (i.e. notices
of copyright, patent, trademark, trade name) from any part of the
Product.

9.4 The Software contains copyright material, trade secrets, and other
proprietary material, and, to protect these, you may not decompile,
disassemble, reverse engineer, or otherwise reduce the Software to a
humanly perceivable form, except to the extent permitted by applicable
law. You agree that the Software contains confidential information and
that you must not divulge, directly or indirectly, any such
confidential information to any person, unless and until such
confidential information ceases to be confidential for any reason not
resulting from your own actions.

9.5 This Agreement does not grant you any rights to copyright,
patents, trade secrets, trade names, trademarks (whether registered or
unregistered), or any other rights, franchises, or licences (apart
from the express Licence granted by this Agreement) in respect of the
Software.

9.6 If, for whatever reason, you are provided with an experimental
version of the Software (which includes, without limitation, a beta
test version of the Software) by Licensor, then you agree to
delete/erase that version of the Software within the time limit
specified by Licensor, or, where no time limit is specified, then
within one month of receiving the particular version of the Software.

9.7 You agree not to interfere with or obstruct, or attempt to
interfere with or obstruct the functioning of any automatic licensing
system/mechanism incorporated in or applied to the Software by
Licensor. This includes any software or hardware to prevent the use of
the Software in breach of this Agreement.

10 Updates
----------
10.1 From time to time Licensor may, at its absolute discretion,
release new versions of the Software (Updates).

10.2 This Licence permits you, free of charge, to deploy and use new
versions of the Software released within the Update Period. Once the
Update Period is over, you must purchase a new licence to obtain a new
version. For clarity, you are permitted to continue to use forever all
versions of the Software that were released during the Update Period.

10.3 Licensor agrees to provide to you, free of charge, through the
internet, all new versions of the Product issued by Licensor within
the Update Period. If the Product was sold with the constraint of a
particular Product grade (e.g. Lite, Standard, Pro), that grade
constraint will apply to your use of the new versions.

10.4 Licensor is not formally required to notify you when it releases
an update of the Software.

11 Support
----------
11.1 Licensor shall make reasonable efforts to provide support to you
for the Product through its website at a commercially viable level.

11.2 Licensor reserves the right not to provide support (at its sole
discretion).

11.3 Licensor reserves the right to provide support only for the most
recently-released version of the Software.

11.4 Licensor reserves the right to provide support only for the
Software running on the most recently-released version of Licensee's
operating system.

11.5 Licensor reserves the right to provide support only for the
Software running on the most recently-released version of Licensee's
Digital Audio Workstation (DAW).

12 Transfer Of Software Licence
-------------------------------
12.1 You may transfer the Software and this Agreement, including its
rights, obligations, and history with respect to Licensor and its
Representatives, to another party provided that you comply with the
conditions outlined in the remaining clauses in this major section.

12.2 The transfer is registered on the Crickets Audio website.

12.3 The other party reads and agrees to the terms and conditions of
this Agreement.

12.4 At the end of the transfer process you destroy all remaining
working copies of the Software that you control, including licence
certificates, whether or not they conform to the terms and conditions
of this Agreement. Copies that have flowed into backup systems need
not be deleted so long as they are thereafter never restored.

12.5 Following a transfer, you will cease to have any of the rights
granted under this Agreement, but the provisions of Section 13.2 shall
apply to the transferor as if the Agreement had been terminated.

12.6 If the Crickets Audio website ceases to exist, or the website
does not yet support licence transfers, or the website no longer
supports licence transfers, and there is no obvious replacement for
the transfer process available, then you may transfer your licence to
a third party simply by communicating with the third party without
website registration of the transfer.

12.7 Crickets Audio reserves the right to charge you (the transferor
only) a transfer fee of up to US$20 to register such a transfer. This
is to cover the cost of creating and maintaining the transfer
facility.

12.8 If a licence is marked Not For Resale (NFR) then the licence may
not be sold, transferred, or otherwise assigned to a third party.
Examples of contexts in which NFR licences might be appropriate are
free demonstration licences, discounted educational licences, and free
licences for journalists and reviewers.

12.9 Where the Software has been purchased as a gift, the action of
giving is treated as an ordinary transfer of rights as described in
Section 12. So it is recommended that the donor arrange to give the
gift early in the Refund Period so that refund (and any
media-exchange) rights remain in effect when the gift is received.

13 Termination
--------------
13.1 This Agreement is effective until terminated. The Agreement will
terminate under one or more of the following conditions, and no
others: 1) you choose to return the Software under the limited
warranty, 2) you choose to terminate the Agreement at any time and
give Licensor written notice of such termination, 3) you fail to
comply with the provisions of this Agreement.

13.2 Upon termination of this Agreement for any reason:

13.2.1 You must destroy the distribution copies of the Software and
all copies derived from them whether or not they comply with the
provisions of this Agreement. In the case of return under warranty,
you must return the distribution copies to Seller or Licensor and
destroy all of the others. Copies that have flowed into backup systems
need not be deleted so long as they are thereafter never restored.

13.2.2 You shall have no right to refund of the whole or any part of
any Licence Fee or other amount you have paid for the Product (except
in the case of return under warranty).

13.2.3 You shall continue to be bound by the provisions of Sections 9,
14, 15, 16, and 18 of this Agreement.

13.2.4 Licensor and its Representatives reserve the right to refuse to
re-license the Software to you following termination.

13.2.5 Termination will be without prejudice to any rights Licensor
may have as a result of breach of this Agreement.

14 LIMITED WARRANTY
-------------------
14.1 LICENSOR WARRANTS UNCONDITIONAL CUSTOMER SATISFACTION WITHIN THE
REFUND PERIOD, AND DURING THIS PERIOD THE SELLER OR LICENSOR WILL
REFUND, AT NO CHARGE TO YOU, THE PRICE YOU PAID FOR THE PRODUCT, UPON
PRESENTATION OF PROOF OF PURCHASE AND (FOR DIGITAL DELIVERY)
CONFIRMATION THAT YOU HAVE UNINSTALLED THE SOFTWARE AND CEASED USE, OR
(FOR PHYSICAL MEDIA) RETURN OF THE PRODUCT TO LICENSOR OR THE SELLER.

14.2 LICENSOR WARRANTS THE MEDIA UPON WHICH THE SOFTWARE IS PROVIDED
TO YOU TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER
NORMAL USE DURING THE REFUND PERIOD, AND DURING THIS PERIOD, UPON
PROOF OF PURCHASE, THE SELLER OR LICENSOR WILL EXCHANGE DEFECTIVE
MEDIA AT NO CHARGE TO YOU. FOR THIS WARRANTY, THE ENTIRE LIABILITY OF
LICENSOR AND THE REPRESENTATIVES, AND YOUR EXCLUSIVE REMEDY, IS THE
EXCHANGE OF THE DEFECTIVE MEDIA FOR MEDIA WHICH IS FREE FROM DEFECTS.

14.3 LICENSOR AND ITS REPRESENTATIVES HAVE NO RESPONSIBILITY UNDER
THIS WARRANTY IF ANY PART OF THE ITEMS TO BE REPLACED OR REFUNDED HAS
BEEN DAMAGED BY ACCIDENT, ABUSE, OR MISAPPLICATION, OR AS A RESULT OF
SERVICE OR MODIFICATION OTHER THAN BY LICENSOR OR ITS REPRESENTATIVES.
ALL ITEMS REPLACED UNDER THIS WARRANTY BECOME THE PROPERTY OF
LICENSOR.

14.4 ALL PARTIES (INCLUDING LICENSOR, SELLER, AND LICENSEE) ARE
RESPONSIBLE FOR THEIR OWN TRANSPORT, POSTAGE, AND COMMUNICATION
CHARGES ARISING FROM WARRANTY CLAIMS.

14.5 TO THE EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES
ON THE MEDIA, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE
REFUND PERIOD.

15 DISCLAIMER OF ADDITIONAL WARRANTIES
--------------------------------------
15.1 TO THE FULL EXTENT PERMITTED BY LAW, LICENSOR HEREBY EXCLUDES ALL
CONDITIONS OR WARRANTIES, WHETHER IMPOSED BY STATUTE OR BY OPERATION
OF LAW OR OTHERWISE, NOT EXPRESSLY SET OUT HEREIN. TO THE FULL EXTENT
PERMITTED BY LAW, LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO
THE SOFTWARE.

15.2 LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR
REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE
SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR
DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE
USE, OR THE RESULTS OF USE, OF THE SOFTWARE WITH RESPECT TO ITS
CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE.

15.3 THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE
IS ASSUMED BY YOU. IF THE SOFTWARE IS DEFECTIVE, YOU, (AND NOT
LICENSOR OR ITS REPRESENTATIVES) ASSUME THE ENTIRE COST OF ANY
SERVICING, REPAIR, OR CORRECTION THEREOF.

15.4 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS
REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THIS WARRANTY. YOU MAY NOT RELY ON ANY SUCH INFORMATION OR
ADVICE AND YOU HEREBY ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON SUCH
INFORMATION OR ADVICE.

15.5 OUR GOODS AND SERVICES COME WITH GUARANTEES THAT CANNOT BE
EXCLUDED UNDER AUSTRALIAN CONSUMER LAW. YOU ARE ENTITLED TO A
REPLACEMENT OR REFUND FOR A MAJOR FAILURE AND TO HAVE GOODS REPAIRED
OR REPLACED IF THEY FAIL TO BE OF ACCEPTABLE QUALITY.

16 LIMITATION OF LIABILITY
--------------------------
16.1 TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, AND LOSS OF BUSINESS INFORMATION OR
SOFTWARE), EVEN IF LICENSOR OR ONE OR MORE OF ITS REPRESENTATIVES HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER ARISING
FROM BREACH OF THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE), BY
OPERATION OF LAW OR OTHERWISE HOWSOEVER.

16.2 NOTHING IN THIS AGREEMENT LIMITS YOUR STATUTORY RIGHTS. HOWEVER,
WITHIN THESE CONSTRAINTS, THE PROVISIONS OF THIS AGREEMENT SHALL APPLY
TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF ANY WARRANTY EXCLUSION IN
SECTION 15 IS LIMITED BY LAW SO THAT A WARRANTY IS DEEMED TO EXIST,
LICENSOR'S LIABILITY FOR BREACH OF SUCH WARRANTY IS LIMITED, TO THE
EXTENT PERMITTED BY LAW, TO: (A) THE AMOUNT YOU PAID FOR THE PART OF
THE PRODUCT SUPPLIED BY LICENSOR THAT GAVE RISE TO THE LIABILITY; OR
(B) WHERE APPLICABLE, REPAIR OR REPLACEMENT OF GOODS OR RE-SUPPLY OF
SERVICES.

16.3 LICENSEE ACKNOWLEDGES THAT THE CONSTRUCTION OF ERROR-FREE
SOFTWARE USING CURRENT SOFTWARE DEVELOPMENT TECHNOLOGY IS OFTEN
IMPOSSIBLE, OR PROHIBITIVELY EXPENSIVE, AND THAT SOME MEASURE OF
TRADE-OFF BETWEEN PERFECTION AND COST IS NECESSARY IN ORDER TO PRESENT
A COMMERCIALLY VIABLE PRODUCT.

16.4 IN NO EVENT WILL LICENSOR'S TOTAL LIABILITY TO YOU FOR DAMAGES,
LOSSES, AND CAUSES OF ACTION (WHETHER ARISING FROM BREACH OF THIS
AGREEMENT, TORT (INCLUDING NEGLIGENCE), BY OPERATION OF LAW OR
OTHERWISE HOWSOEVER) EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT.

17 Feedback And Suggestions
---------------------------
17.1 Where you have provided feedback or made a suggestion or
recommendation (in relation to the Software or otherwise) to Licensor
or its Representatives, you hereby grant Licensor a licence (free of
charge to Licensor) to use that suggestion or recommendation in any
way it so chooses without financial or legal entanglement.

18 Legal Framework
------------------
18.1 Any disputes arising in connection with this Agreement, which
cannot be settled by negotiation between the parties or their
representatives, shall be submitted to arbitration in accordance with
the Rules for the Conduct of Commercial Arbitrations for the time
being of Resolution Institute, Australia. During such arbitration,
both parties may be represented by a duly qualified legal
practitioner.

18.2 This Agreement will be construed under the laws of South
Australia, Australia, except for that body of law dealing with
conflict of law; Licensee consents to jurisdiction in the state and
federal courts located in the state of South Australia, Australia.

18.3 This Agreement contains the entire Agreement between the parties
hereto with respect to the subject matter hereof, and supersedes all
prior agreements and/or understandings (oral or written). Failure or
delay by Licensor in enforcing any right or provision hereof shall not
be deemed a waiver of such provision or right with respect to the
instance or any subsequent breach. If any provision of this Agreement
shall be held by a court of competent jurisdiction to be contrary to
law, that provision will be enforced to the maximum extent
permissible, and the remaining provisions of this Agreement will
remain in full force and effect.

(Note: The spelling of the word "licence" varies in this Agreement
as, according to the Penguin English dictionary, "licence" is the noun
for the licence itself, and "license" is the verb describing the act
of licensing).

19 Contact
----------
Should you have any questions about this Agreement, or if you wish to
contact Licensor for any reason, please write to Crickets Audio, PO
Box 3647, Rundle Mall SA 5000, Australia or visit the contact page of
the Crickets Audio website at https://www.cricketsaudio.com/

-----End Of Licence Agreement-----

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