you repeatedly breach any of the terms of this EULA in such a manner as to reasonably justify the opinion that your conduct is inconsistent with it having the intention or ability to give effect to the terms of this EULA.you commit a material breach of any term of this EULA which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.your payment of the License Fee is overdue more than two times in any rolling five year period.you fail to pay any amount due under this EULA on the due date for payment and remain in default not less than 30 days after being notified in writing to make such payment. Without affecting any other right or remedy available to it, the Licensor may terminate or suspend this EULA in whole or in part with immediate effect by giving written notice to you if:.This EULA shall commence on the Effective Date and shall continue, unless terminated earlier for ninety-nine (99) years from the Effective Date ( the “Initial Term” ) and automatically renew on a year to year basis thereafter unless one party gives the other written notice of expiration of the EULA at least thirty (30) days before expiration of the Initial Term of the EULA, or any time thereafter upon thirty (30) days written notice ( the “License Period” ).Any rights to the Licensed Material as stated in this EULA are only transferred to you upon the full License Fee being paid by you and received by the Licensor in cleared funds.In consideration of the license fee set out at clause 3.1 (the “License Fee” ) as agreed between you and the Licensor, the Licensor grants you during the License Period (as defined below) a non-exclusive license (the “License” ) to use the sound effects and/or any other materials purchased as set out in the Order Form (the “ Licensed Material ”) in the Territory as set out in the Order Form for the License Period (as defined below).Your written acceptance of the Order Form constitutes acceptance of such offer and a contract is formed on the date of your acceptance (the “Effective Date” ). The Order Form constitutes an offer by the Licensor to grant to you a license to use the Licensed Material (as defined below). The particular terms of the agreement between you and the Licensor are set out in the order form (the “Order Form” ). Save for any rights and licenses expressly granted to you under this EULA, all rights are reserved by the Licensor and its suppliers. This EULA is for the grant of a license to use the Licensed Materials only and at no point in time shall any ownership right in or to the Licensed Material or any copy of the Licensed Material vest in you. This may incur an increase in the License Fee. If you wish to add further workstations or users to your license please contact the Licensor. This EULA is granted to you for use on the number of workstations or users as set out in the Order Form only. You wish to receive and the Licensor is willing to grant to you a licence on the terms and conditions set out in this EULA to reproduce the Licensed Material in your Product (as defined below) and to sell the Product on which the Licensed Material has been reproduced.The Licensor has created the Licensed Material (as defined below).This End-User License Agreement ( the “EULA” ) is a legal agreement between you and Sounding Sweet Limited of Holymount, High Street, Mickleton, GL55 6SL (the “Licensor ”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
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