End User License Agreement

1. Acceptance and scope

This EULA governs the Devant desktop software, related documentation, updates, and services that Poe Technology Holdings, LLC makes available as part of Devant (collectively, the Software). By clicking “I Agree”, creating or activating an account, or downloading, installing, accessing, or using the Software, you acknowledge that you have read and agree to this EULA. If you do not agree, do not download, install, access, or use the Software.

If you accept this EULA for an organization, you represent that you have authority to bind that organization. In that case, you and your refer to that organization, and the organization is responsible for use of the Software by its authorized users.

You must meet the minimum age shown during account creation and any higher minimum age required where you live to create or use an individual account. Devant is not directed to children under 13. If you use Devant for an organization, you represent that you are authorized to accept this EULA for that organization and that it is responsible for its authorized users.

2. License grant

Subject to this EULA and any applicable payment, trial, Alpha, complimentary-access, or entitlement terms, Poe Technology Holdings, LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable right to install and use the Software for lawful live-performance, rehearsal, event-production, show-control, and audio-playback activities, including authorized services you provide to third parties.

This license permits you to use Devant while providing event or production services to others. It does not permit you to resell, sublicense, rent, lease, host, or otherwise make the Software itself available to third parties except as expressly authorized by Poe Technology Holdings, LLC.

The Software is licensed, not sold. Poe Technology Holdings, LLC and its licensors retain all rights not expressly granted in this EULA.

3. Accounts, activation, and devices

Some Software features require an account, an internet connection, or an active entitlement. You must provide accurate account information, protect your credentials and MFA factors, and promptly notify us if you believe your account has been used without authorization.

You are responsible for activity occurring through your account and for ensuring that authorized users comply with this EULA. You must not share individual account credentials or MFA factors with another person except where the Software or your applicable plan expressly supports shared or organization-based access.

Devant may enforce the device and access limits associated with your account. Features or access associated with a trial, Alpha program, complimentary entitlement, subscription, or other time-limited access may become unavailable when the applicable access period or entitlement ends.

4. User Content and media rights

You retain any rights you hold in the audio, text, metadata, images, and other content that you add to Devant (User Content). Devant is a software tool and does not provide or obtain music, copyright, public-performance, reproduction, distribution, synchronization, master-use, or other third-party licenses on your behalf.

You are solely responsible for determining which rights, licenses, permissions, or exemptions apply to your use of User Content and for obtaining and maintaining every right, permission, consent, and license needed to copy, use, package, perform, display, transmit, or distribute that content.

You represent and warrant that you have all rights, licenses, permissions, and authority necessary for your use of User Content with the Software and that your User Content and use of the Software will not violate applicable law or the rights of any third party.

You grant Poe Technology Holdings, LLC a limited, non-exclusive license to access, process, reproduce, transmit, and otherwise use User Content at your direction and solely to the extent reasonably necessary to provide features you choose to use, operate and secure the Software and related services, or provide support and troubleshooting you request. This license does not transfer ownership of your User Content to Poe Technology Holdings, LLC.

5. Devant Packages

A Devant Package is an archive that may collect a Devant project, project data, and source media accessible to the Software when the package is created. Creating, copying, exporting, transferring, or distributing a Devant Package may create additional copies of User Content.

You are solely responsible for determining whether you have the right to create, retain, transfer, distribute, or use those copies. Creation or receipt of a Devant Package does not grant you or any recipient ownership of or a license to any music, recording, composition, artwork, or other third-party content contained in the package.

You must verify the contents, media availability, compatibility, and playback behavior of a Devant Package before relying on it for a live event. Devant Packages are not represented as archival, backup, or long-term preservation services.

6. Restrictions

1. Do not bypass, disable, attempt to bypass or disable, or otherwise interfere with account, entitlement, security, or device-limit controls.
2. Do not reverse engineer, decompile, or attempt to derive source code from the Software except to the limited extent mandatory law permits despite this restriction.
3. Do not modify, adapt, translate, or create derivative works of the Software except as expressly permitted by applicable law.
4. Do not sell, rent, lease, resell, sublicense, or commercially distribute access to the Software itself.
5. Do not use automated means to scrape, probe, or access the Software or related services in a manner Devant does not make available.
6. Do not introduce malicious code or attempt to intentionally interfere with the operation, integrity, or security of the Software or related services.
7. Do not remove or alter copyright, trademark, license, or other proprietary notices.
8. Do not use the Software or User Content in a manner that is unlawful, infringing, fraudulent, or harmful to others.
9. Do not use the Software in a safety-critical system or circumstance where failure could reasonably be expected to cause death, serious bodily injury, or significant physical or environmental damage.

7. Alpha and pre-release Software

Alpha, beta, preview, experimental, and other pre-release features are provided for evaluation and testing. They may contain defects, errors, incomplete functionality, or compatibility issues that may cause crashes, loss or corruption of project data, interruption of audio, incorrect or unexpected cue behavior, package incompatibility, or other failures.

You should not rely on pre-release Software as your sole or unsupported playback method for a live event. You are responsible for rehearsing your event, verifying media and playback behavior, and maintaining appropriate fallback or redundant playback arrangements.

We do not promise that any Alpha or pre-release feature will be commercially released, maintained, supported, or made compatible with future versions of Devant. Projects, packages, configuration data, or other materials created using pre-release Software may not remain compatible with later versions.

If you provide ideas, suggestions, bug reports, or other feedback regarding the Software, you grant Poe Technology Holdings, LLC a perpetual, irrevocable, worldwide, royalty-free right to use that feedback for any purpose without restriction or compensation to you.

8. Updates and availability

Poe Technology Holdings, LLC may provide updates, fixes, or changes to the Software. Updates may be required to preserve compatibility, security, entitlement verification, or service operation.

Features and related services may change, be limited, become unavailable, or be withdrawn. We do not warrant that every feature or service will remain available or compatible with every prior project, package, operating system, device, or integration.

9. Third-party components and services

The Software may include, interact with, or depend on third-party software, libraries, codecs, operating systems, hardware, drivers, networks, cloud infrastructure, or services.

Third-party components may be governed by separate license terms identified in Third-Party Notices. To the extent a third-party or open-source license expressly governs a component and conflicts with this EULA, the applicable third-party license controls solely with respect to that component.

Poe Technology Holdings, LLC is not responsible for changes, interruptions, incompatibilities, or failures caused by third-party products or services outside its reasonable control.

10. Privacy

Our collection and processing of personal information is described in the Devant Privacy Notice. The Privacy Notice explains the information Devant handles, why it is used, and how to contact us about privacy. It is separate from this EULA and does not form part of the license grant except where applicable law provides otherwise.

13. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Poe Technology Holdings, LLC and its affiliates, officers, members, employees, licensors, and suppliers from third-party claims, damages, liabilities, judgments, settlements, costs, and reasonable attorneys' fees arising out of or relating to:

1. Your User Content.
2. Your alleged or actual infringement or violation of a third party's copyright, trademark, privacy, publicity, contractual, or other rights.
3. Your creation, use, transfer, or distribution of a Devant Package.
4. Your unlawful or unauthorized use of the Software.
5. Your material violation of this EULA.

Poe Technology Holdings, LLC will provide reasonable notice of an indemnified claim. Poe Technology Holdings, LLC may, at your expense, assume exclusive control of the defense and settlement of the claim, and you will reasonably cooperate in the defense. You may not settle an indemnified claim in a manner that admits liability by, imposes obligations on, or otherwise adversely affects Poe Technology Holdings, LLC without its prior written consent.

14. Suspension and termination

We may suspend account access, activation, or entitlements when reasonably necessary to address suspected fraud, unauthorized access, security threats, unlawful use, infringement concerns, or material violations of this EULA.

This EULA remains in effect until terminated. Your rights under it end automatically if you materially breach it. On termination, stop using the Software and delete copies of the Software under your control, except where retention is required by law.

Termination does not affect rights, obligations, or remedies that accrued before termination, and provisions identified as surviving in Section 17 remain effective.

15. Governing law and disputes

This EULA is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-law principles.

To the extent a dispute is permitted to be brought in court, you and Poe Technology Holdings, LLC consent to the exclusive jurisdiction and venue of the state courts located in Fayette County, Kentucky and the United States District Court for the Eastern District of Kentucky, as applicable.

16. Changes to this EULA

We may update this EULA from time to time. We will identify the effective date of the current version. If a change is material, we may provide notice through the Software, your account, or the contact information associated with your account and may require you to affirmatively accept the updated EULA before continuing to use some or all of the Software.

Changes apply prospectively from their stated effective date unless applicable law permits otherwise.

17. Miscellaneous

Entire agreement. This EULA and any terms expressly incorporated by reference constitute the entire agreement regarding the Software and supersede prior discussions or representations regarding its subject matter.

Severability. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain effective.

No waiver. Failure to enforce a provision is not a waiver.

Assignment. You may not assign this EULA without written consent. Poe Technology Holdings, LLC may assign it in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets.

Force majeure. Poe Technology Holdings, LLC is not responsible for delay or failure caused by circumstances beyond its reasonable control.

Export compliance. You must comply with applicable export-control and economic-sanctions laws and must not use, export, re-export, or transfer the Software in violation of those laws.

Survival. Sections concerning ownership, User Content responsibilities, indemnification, disclaimers, limitation of liability, dispute terms, and provisions that by their nature should survive will survive termination.

Headings. Headings are for convenience only and do not affect interpretation.

18. Contact

Questions about this EULA may be sent to support@devant.app. Privacy questions may be sent to privacy@poetechholdings.com.