ACOUSTEE - SIMULATION PURCHASE AGREEMENT

NOTICE TO USER:

This Simulation Purchase Agreement (“Agreement”) is a legally binding contract between the individual who purchases (“You”) one or more room acoustics computer simulations where the results will be sent in a Acoustee binary file of ACF type (“Simulation”) and the room acoustics computer simulation provider (“Provider”), that should be read in its entirety. This is an agreement governing your purchase of one or more Simulations, and the Provider Thiago Schaaf Camilo will provide you only on the condition that you accept all of the terms and conditions contained in this Agreement. You are deemed to have read, understood and accepted all such terms and conditions upon executing an Simulation purchase.

By purchasing one or more Simulations, You agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, the provider is unwilling to sell You any Simulation. In such event, you may not purchase an Simulation in any way.

Before clicking the “I accept the terms of the Simulation Purchase Agreement” button to proceed with the purchase, please carefully read the terms and conditions of this agreement, as such action is a symbol of your signature and by clicking the “I accept the terms of the Simulation Purchase Agreement” button, you are consenting to be bound by and are becoming a party to this agreement and agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree to all of the terms of this agreement, do not click “I accept the terms of the Simulation Purchase Agreement”.

This Acoustee website will not take you to the payment page unless or until you accept the terms of this Agreement.

1. DEFINITIONS.

"Acoustee Site” means the Internet website maintained by or on behalf of the Simulation Provider from which the room acoustic computer simulation is available for selling. The Acoustee Site is currently located at https://www.acoustee.app.

“You” means the individual person who purchases de Simulation containing the acoustic simulation results; or, if the purchase was done on behalf of an organization, such as an employer, or the organization for which the Simulation will be used and You represent that You have authorized the person accepting this agreement to do so on Your behalf. For purposes hereof the term “Organization”, without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.

“Simulation” means one room acoustics computer simulation performed by the Provider where the results will be sent in one Acoustee ACF binary file to You.

2. PURCHASE.

2.1. The Provider grants to You only one ACF File containing the room acoustics simulation results for each Simulation purchase. By purchasing one Simulation, You will obtain one ACF file resulting from one room acoustics computer simulation, containing the acoustic parameters according to item 6 and annexes A and C of the international standard ISO 3382-1:2009 (Acoustics - Measurement of room acoustic parameters - Part 1: Performance spaces), the sound pressure levels, the impulsive responses and the decay curves calculated for several points of the audiences modeled by You within the environment.

2.2. The acoustic parameters calculated and provided in the ACF File are only: SPL, G, T30, EDT, C50, C80, D50, TS, LF, LFC, LG, STE and STL. The impulsive responses and decay curves with 1ms resolution and maximum of 5s length, for several points located inside the audiences are also provided. Acoustic parameters and curves are provided for 8 frequency octave bands (centered at 63, 125, 250, 500, 1000, 2000, 4000 and 8000 Hz) and for global frequency (from 63 to 8000 Hz). No other acoustic parameters, curves or frequency bands will be provided or are within the scope of an Simulation purchase.

2.3. The modeling of the room respecting the predictions defined in the ISO 3382-1:2009 standard, as well as the correct interpretation of the resulting acoustic parameters, impulsive responses and decay curves, are Your sole responsibility. Deviations in relation to what is recommended in the ISO 3382-1:2009 standard can be modeled by You and will be simulated by the Provider, being Your sole responsibility.

2.4. The average air attenuation for each frequency band will be calculated according to ISO 9613-1:1993 (Acoustics - Attenuation of sound during propagation outdoors - Part 1: Calculation of the absorption of sound by the atmosphere).

2.5. The room acoustics computer simulation is performed by a hybrid numerical algorithm, which combines two methods of simulating the propagation of sound waves in rooms, which are the ray-tracing method for simulating specular reflections and the energy-transition method for simulating diffuse reflections. You agree that these numerical methods only attempt to simulate the actual propagation of sound within a room and that they may have numerical limitations in achieving this goal. You accept any possible deviations and divergences between the real acoustic parameters, impulse responses and decay curves, for the entire frequency spectrum, of the real room and those obtained in the simulation of the room model sent by You and contained in the ACF File sent by the Provider.

2.6. You take all the responsibility for the ACF file containing the room’s acoustic and geometric model created by You using the software Acoustee, and that You sent to Provider to be used in room acoustic simulation. If you don't have enough knowledge related to room acoustics, necessary to the properly use of the Acoustee software for the room modeling stage and for the result evaluation stage, do not use the software Acoustee, do not purchase a Simulation and do not use an ACF File containing de simulation results. The Provider will not verify or analyze in any way the ACF file containing the model of the room that You sent to the Provider for Simulation, being the correct acoustic and geometric modeling of the room Your sole responsibility.

2.7. The Acoustee Userguide with fundamental information for the correct acoustic and geometric modeling of the room is available in the Download section at website https:/www.acoustee.app. You are deemed to have read and understood all the information contained at Acoustee Userguide. This Acoustee Userguide is only indicative and may not contain all the information necessary for the complete use of the software, the Provider being exempt from any responsibility to provide all the necessary content.

2.8. To receive the ACF File containing the results of the room acoustics computer simulation, You agree to proceed with the payment and, after that, forward the email with the receipt of payment received directly from the payment gateway, attaching the ACF file of the room model to the email: simulation@acoustee.app. Only after sending the ACF file, the simulation will be performed and the link to download the ACF file containing the results of the room acoustic simulation will be sent by the Provider to You by email.

2.9. The acquisition of a Simulation for one Acoustee ACF file with room acoustics simulation results is valid for up to 3 months after payment, so the ACF file with the room model for simulation must be sent within this period. Cancellations with 50% refund within 3 months. Cancellations with 0% refund after 3 months or after You sending to Provider the ACF file for Simulation.

2.10. The maximum number of Simulations that can be purchased by You is limited to 10 units, therefore You cannot purchase more than 10 Simulations from the payment gateway. You agree that to purchase further Simulations on the payment gateway, you must first submit all 10 ACF files containing the room model for Simulation and receive all 10 ACF Files purchased from the Provider. After that, you will be able to purchase other Simulations from the payment gateway, again limited to a maximum of 10 units.

2.11. Updates, Maintenance and Support Services. Provider will not provide You with any updates, maintenance or support services for the Acoustee ACF file with room acoustics simulation results received from the Simulation purchased under this Agreement.

4. TERM AND TERMINATION.

4.1. The term of this Agreement (“Term”) shall begin when You proceed the payment of one or more Simulations at the payment gateway until the Agreement is terminated as provided herein.

4.2. Without prejudice to any other rights, this Agreement will terminate automatically, if You fail to comply with any of the limitations or other requirements described herein.

4.3. Upon any termination or expiration of this Agreement, You must immediately cease Use of the Acoustee Software and permanently destroy and/or delete all copies of the Software and all ACF files created by You and all ACF Files received by You from the Provider or others.

5. RESTRICTIONS.

5.1. Prohibitions. Except as otherwise specifically provided for in this Agreement, You may not modify, decompile, disassemble, otherwise reverse engineer, or otherwise reduce any party of any ACF File created or received, nor permit any third party to do so, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative files based upon any ACF File in whole or in part. Any such unauthorized use shall result in immediate and automatic termination of this Agreement. The ACF File binary code may not be used or reverse engineered to re-create the program algorithm, which is proprietary, without written permission of the Licensor. All rights not expressly granted here are reserved by Provider and/or its suppliers and licensors, as applicable.

5.2. Compliance with Law. You agree that in using the ACF File and in using any report or information derived as a result of using this ACF File, You will comply with all applicable international, national, state, regional and local laws and regulations, including, without limitation, privacy, copyright, export control and obscenity law.

5.3. No Transfer of Rights. Except as otherwise specifically provided herein, You may not transfer or assign any of the rights granted to You under this Agreement or any of Your obligations pursuant hereto.

5.4. No Reverse Engineering. You acknowledge that the ACF File binary structure is proprietary to the Licensor and constitutes trade secrets of the Licensor. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the code of the ACF File in any way.

5.5. Material Terms and Conditions. You specifically agree that each of the terms and conditions of this Section 5 are material and that failure of You to comply with these terms and conditions shall constitute sufficient cause for Provider to immediately terminate this Agreement. The presence of this Section 5 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party hereto.

6. DISCLAIMERS.

6.1. No Warranties. The Simulation, the ACF File containing the Simulation results and support services are provided “as-is” without any warranty whatsoever and the Provider makes no promises, representations or warranties, whether expressed or implied, whether by statute, common law, custom, usage or otherwise, regarding or relating to the Simulation or content therein or to any other material furnished or provided to You pursuant to this Agreement or otherwise. You assume all risks and responsibilities for selection of the Acoustee Software and Acoustee ACF File containing the Simulation results to achieve your intended results, and for the Use of, and results obtained from the Acoustee Software and the Acoustee ACF File containing the Simulation results. The Provider makes no warranty that the Acoustee Software, the Simulation and the Acoustee ACF File containing the Simulation results will be error free or free from interruption or failure, or that it is compatible with any particular hardware or software. To the maximum extent permitted by applicable law, Provider disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability, noninfringement of third-party rights, integration, satisfactory quality or fitness for any particular purpose with respect to the Acoustee Software, the Simulation and the Acoustee ACF File containing the Simulation results and the accompanying written materials or the use thereof. You hereby acknowledge that the Acoustee Software, the Simulation, the Acoustee ACF File containing the Simulation results and support services may not be or become available due to any number of factors including without limitation periodic system maintenance, scheduled or unscheduled, acts of God, technical failures, telecommunications infrastructure, or delay or disruption attributable to viruses, denial of service attacks, increased or fluctuating demand, and actions and omissions of third parties. Therefore, the Provider expressly disclaims any express or implied warranty regarding system and/or the Acoustee Software, the Simulation service and the Acoustee ACF File availability, accessibility, or performance. The Provider disclaims any and all liability for the loss of data during any communications and any liability arising from or related to any failure by the Provider to transmit accurate or complete information to You.

6.2. Limited Liability, no liability for consequential damages. You assume the entire cost of any damage resulting from your Use of the Acoustee Software and the Acoustee ACF File containing the Simulation results and/or the information contained in the ACF File, and the interaction (or failure to interact properly) with any other hardware or software whether provided by the Provider or a third party. To the maximum extent permitted by applicable law, in no event will the Provider or its suppliers or licensors be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, loss of goodwill, work stoppage, hardware or software disruption impairment or failure, repair costs, cost of procuring support services, time value or other pecuniary loss) arising out of the use or inability to use the Acoustee Software and the Acoustee ACF File and/or the information contained in the ACF File with the Simulation results, or the incompatibility of the ACF File with any hardware, software or usage, even if such party has been advised of the possibility of such damages.

7. INDEMNIFICATION. You will, at Your own expense, indemnify and hold Provider, and its affiliates and suppliers, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Acoustee ACF File containing the Simulation results and/or the information contained in this ACF File by You, any party related to You, or any party acting upon Your authorization.

8. PERSONAL DATA.

8.1. Processing of Personal Data. a) By entering into this Agreement, You agree that the Provider process Your personal data, including Your email address and the data contained in the ACF file sent by You to the Provider for room acoustic simulation. The Provider employs other companies and individuals to perform certain functions on its behalf. Examples include sending e-mail, analyzing data, acoustics simulations, providing marketing assistance, and providing customer service. They have access to personal information needed to perform their functions but may not use it for other purposes. b) Provider operates as a data controller for the purpose of providing the ACF File and assistance to You. You hereby instruct Provider to process the personal data that you share with Provider in order to provide you with the ACF File containing the Simulation results (hereinafter "Personal Data").

8.2. Return and Deletion. Upon your written request Provider will return or delete Personal Data that You (and no other customer) made available to Provider. Provider may also refuse such requests if returning or deleting such Personal Data would be prohibited by applicable law, or where Provider must retain such Personal Data due to legal obligations, to protect its rights or those of a third party, or as required by Provider for processing pursuant to a legitimate interest as documented by Provider.

8.3. International Transfer. The Simulation is provided via equipment and other resources located in Brazil and other locations throughout the world. You acknowledge and agree that the Personal Data will be stored and processed in Brazil and other countries in which Provider or its affiliates maintain facilities. By sending the ACF file to the Provider, You consent to the transfer of such Personal Data outside of the country in which you provide the information and You hereby expressly consent to having Your Personal Data processed by Provider in Brazil according to the Provider’s current privacy policy as of the date of the effectiveness hereof which is incorporated into this Agreement by reference.

9. MISCELLANEOUS.

9.1. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of Brazil without reference to conflicts of law rules and principles. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the Uniform Commercial Code as adopted or made applicable to the Simulation in any competent jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed and excluded. The federal and state courts of Brazil shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.

9.2. Period for Bringing Actions. No action, regardless of form, arising out of the transactions under this Agreement, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of intellectual property rights may be brought within the maximum applicable statutory period.

9.3. Publicity. The parties shall work together to issue publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters. In addition, neither party shall issue such publicity and general marketing communications concerning their relationship without the prior written consent of the other party (not to be unreasonably withheld or delayed) and neither party shall disclose the terms of this Agreement to any third party other than its outside counsel, auditors, and financial and technical advisors, except as required by law, provided that, Provider may mention You as a customer on its website and general marketing communications.

9.4. Entire Agreement; Severability; No Waiver. This Agreement is the entire agreement between You and Provider and supersedes any other prior agreements, proposals, communications or advertising, oral or written, with respect to the Simulation or to subject matter of this Agreement. You acknowledge that You have read this Agreement, understand it and agree to be bound by its terms. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, such provision will be more narrowly construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent. No waiver of any provision or condition herein shall be valid unless in writing and signed by You and an authorized representative of Provider provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach. Provider’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

9.5. Injunctive Relief. You agree that a breach of this Agreement adversely affecting Provider’s proprietary rights in the Acoustee software may cause irreparable injury to Provider for which monetary damages would not be an adequate remedy and Provider shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.

Acoustee, Copyright © 2023. All rights reserved. The Software is the copyrighted property of the Licensor Thiago Schaaf Camilo and protected by copyright laws and international intellectual property treaties.