End User License Agreement

This End-User License Agreement is a legal agreement between Audio Hertz LLC (“Audio Hertz,” “we,” or “us”) and you. By downloading, installing, or using the Audio Hertz software, plug-ins, and related documentation (together, the “Software”), you accept this Agreement. If you do not agree, do not install or use the Software.

1. Definitions

1.1 Software means Audio Hertz software products and plug-ins, and related documentation, including updates. Software includes Bundled Content (defined below) delivered with the Software. Software does not include Audio Content sold as a separate product.
1.2 Use means storing, loading, installing, executing, or displaying the Software as intended under this Agreement.
1.3 Bundled Content means audio materials delivered with the Software (for example, factory samples, loops, MIDI files, impulse responses, demo sessions, and similar content supplied inside the installer or download). Bundled Content is part of the Software and is governed by this EULA.
1.4 Audio Content means Audio Hertz audio materials sold as a standalone product (for example, separate sample packs, loop packs, MIDI packs, impulse responses, stems, or similar products). Audio Content excludes Bundled Content.
1.5 Licensee or you means the individual person accepting this Agreement.

2. License Grant and Scope

2.1 Single-user license. Audio Hertz grants you a revocable, non-exclusive, non-transferable license to install and Use the Software for your personal or commercial audio production.
2.2 Device limit. You may install the Software on up to five (5) computers that you own or control. The license is for one natural person and may not be used concurrently by multiple users. Organizations, studios, schools, and labs need separate seats or a multi-user license.
2.3 Backups. You may make a reasonable number of backup copies for archival purposes only.

3. Ownership

The Software is licensed, not sold. Audio Hertz and its licensors retain all rights, title, and interest in and to the Software (including Bundled Content) and all copies. No rights are granted except as expressly stated.

4. Restrictions

You will not:
a) rent, lease, lend, sell, sublicense, host, or make the Software available to third parties, including as a service;
b) modify, translate, adapt, reverse engineer, decompile, or disassemble the Software except where such restrictions are prohibited by law;
c) remove or alter proprietary notices or technological protection measures, or attempt to circumvent license checks;
d) separate or reconfigure components to exceed the scope of this license;
e) use the Software, its user interface, or its outputs to train or improve any machine learning or AI models, or allow others to do so.

5. Content (Bundled vs. Standalone)

5.1 Bundled Content (inside the Software). Bundled Content is licensed royalty-free for you to:
(a) create original musical works and soundtracks (commercial and non-commercial);
(b) modify the Bundled Content for use in your productions; and
(c) distribute your finished works (songs, cues, mixes, stems of your works).
You may not: (i) distribute Bundled Content on a standalone basis (e.g., raw samples or isolated files), (ii) repackage Bundled Content into samples, sample packs, sound libraries, preset packs, instruments, or similar competing products, or (iii) use Bundled Content to train, fine-tune, or improve machine learning or AI models.

5.2 Standalone Audio Content (sold separately). Audio Content sold as a separate product is licensed under the specific license that accompanies that product (the “Pack License”).

5.3 Precedence for standalone products. If there is any conflict between this EULA and a Pack License, the Pack License controls for the Audio Content it covers. This EULA controls for the Software and Bundled Content.

5.4 Where to find Pack Licenses. The Pack License is shown on the product page and included in the download. If you cannot find it, please see the product page license info or or message us through our contact form.

5.5 Plugins. This Section 5 governs Bundled Content and standalone Audio Content only. The Software plug-ins themselves remain governed by the rest of this EULA.

6. Internet Connectivity, Updates, and Changes

6.1 Current status. Current versions do not perform online activation or automatic update checks, and the Software does not send telemetry to Audio Hertz.
6.2 Future connectivity. Some future versions may connect to the internet to verify licenses, check for updates, or deliver notifications. If we introduce connectivity, we will provide a prominent notice in the product and on our site before it takes effect and, where required by law, obtain your consent.
6.3 Updates. Updates, upgrades, patches, and fixes (collectively, “Updates”) may modify or remove features. Updates are part of the Software and are governed by this Agreement. Audio Hertz has no obligation to provide Updates and may offer paid upgrades for new versions.
6.4 Changes. We may modify or discontinue features at any time. If a future version requires connectivity, some features may not function without an internet connection.

7. Data and Privacy

Information about what we collect and how we use it is described in our Privacy Policy. If you do not agree, do not use the Software.

8. Third-Party Components and Content

The Software may include third-party libraries or open-source components. Their licenses apply to those components. Notices are provided in the Software or on our website. The Software may link to third-party websites or services. We are not responsible for third-party materials.

9. Transfers

This license is non-transferable and may not be resold or assigned without our prior written consent. Trial, beta, and NFR licenses are not transferable. Any attempted transfer in violation of this section is void.

10. Export and Sanctions Compliance

You will comply with all applicable export control and sanctions laws, including U.S. Export Administration Regulations and OFAC programs. You represent that you are not on any restricted-party list and will not use the Software in embargoed regions.

11. Support, Trials, and Refunds

We provide documentation and customer support as described on our site. Trial versions may include technical limitations. Refunds are governed by our published Refund Policy.

12. Warranty Disclaimer

To the maximum extent permitted by law, the Software is provided as is and as available with all faults. Audio Hertz and its suppliers disclaim all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.

13. Limitation of Liability

To the maximum extent permitted by law, Audio Hertz and its suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, business interruption, or cost of substitute goods or services, even if advised of the possibility. In no event will the total liability of Audio Hertz for all claims exceed the amount you paid for the Software that gave rise to the claim.
Some jurisdictions do not allow certain limitations. In those places, the limits apply to the fullest extent permitted.

14. Indemnification

You will indemnify and hold harmless Audio Hertz from third-party claims, damages, and costs, including reasonable legal fees, arising out of your breach of this Agreement or misuse of the Software.

15. Term and Termination

This Agreement is effective until terminated. We may terminate it immediately if you materially breach it. Upon termination, you must stop using the Software and destroy all copies. We may disable license credentials to enforce termination.

16. Injunctive Relief

Unauthorized copying, key sharing, reverse engineering, or circumvention may cause irreparable harm. Audio Hertz may seek temporary, preliminary, and permanent injunctive relief in addition to other remedies.

17. Governing Law, Venue, and Disputes

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in New York County, New York, and you consent to personal jurisdiction there. To the fullest extent permitted by law, you waive any right to participate in a class action.

18. Time Limit to Bring Claims

Any claim related to the Software must be filed within one (1) year after the cause of action accrues. After that, the claim is permanently barred.

19. Survival

Sections 2, 3, 4, 5, 6, 7, 8, 10, 12, 13, 14, 16, 17, 18, 19, and 20 survive termination.

20. General

This is the entire agreement regarding the Software and supersedes prior understandings. If any provision is held unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver. We may provide notices electronically to the email you provided, within the Software, or on our site.