End User License Agreement
This End User License Agreement ("Agreement") is a legal contract between you ("Licensee" or "you") and AXYZ Innovations LLC ("AXYZ," "we," or "us") governing your use of the AXYZ spatial mixing software plugin and all associated components (collectively, the "Software"). By installing, activating, downloading, or using the Software in any way, you agree to be bound by this Agreement. If you do not agree, do not install or use the Software.
1. License Grant
Subject to the terms of this Agreement and full payment of all applicable fees, AXYZ grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software on up to two (2) machines that you own or control, solely for your personal or professional audio production purposes. This license is personal to you. The Software is licensed, not sold. AXYZ Innovations LLC retains all right, title, and interest in and to the Software.
2. License Types
Perpetual License. A perpetual license grants you the right to use the specific version of the Software purchased indefinitely. All minor updates within your tier (e.g., v1.0 → v1.x) are included at no additional charge. Future major version upgrades (e.g., v1 → v2) may require a separate purchase and will be offered to existing customers at a significant discount.
Rent-to-Own (Monthly) License. A monthly rent-to-own license grants you the right to use the Software for as long as your payments are current. Each payment is credited toward the full perpetual license price. Upon reaching the full perpetual price, your license converts automatically to a perpetual license at no additional cost. If you cancel before reaching the perpetual price, your license deactivates and all access to the Software ceases at the end of the paid period. No partial refunds are issued.
Beta License. Beta access is granted at AXYZ's sole discretion and is subject to the Non-Disclosure Agreement set out in Section 11 of this Agreement. Beta licenses may be revoked at any time without notice or liability.
3. Permitted Use
You may install the Software on up to two (2) machines you personally own or control, make one (1) backup copy for disaster recovery purposes only, and use the Software in a professional studio context on your own behalf and for your own projects.
4. Restrictions
You agree that you will not, and will not enable or permit others to: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or audio processing methods of the Software; rent, lease, loan, sell, sublicense, transfer, or redistribute the Software or your license; remove, alter, or obscure any copyright, trademark, or proprietary notices; use the Software to develop a competing product or service; use the Software in any high-risk application where failure could cause personal injury, death, or environmental damage; circumvent or disable any license protection, activation, or digital rights management mechanism; or use the Software in any way that violates applicable federal, state, local, or international law.
5. Artificial Intelligence — Restrictions and Disclosures
The Software incorporates proprietary psychoacoustic processing algorithms developed by AXYZ Innovations LLC. You expressly agree that you will not use the Software, its outputs, audio processed through the Software, or any data derived from the Software to directly or indirectly train, fine-tune, evaluate, benchmark, or improve any artificial intelligence, machine learning, or neural network system, model, architecture, or dataset — whether commercial, non-commercial, open-source, academic, or experimental — without the prior written consent of AXYZ Innovations LLC.
This restriction applies regardless of whether such use is direct, indirect, partial, incidental, or involves intermediate processing steps. It applies to all forms of AI and ML training, including but not limited to supervised learning, unsupervised learning, reinforcement learning, self-supervised learning, and generative model training. AXYZ Innovations LLC reserves all rights to pursue injunctive relief and damages for violations of this provision.
To the extent the Software itself uses AI-assisted features (such as analysis or processing aids), all outputs remain subject to the restrictions of this Agreement and are owned by you subject to Section 8. AXYZ makes no warranty regarding the accuracy or fitness of any AI-assisted feature output.
6. Activation and Machine Limits
The Software requires online activation to validate your license. Activation transmits your license key, a hashed machine identifier, OS type, and plugin version to AXYZ's license servers. By installing the Software, you consent to this transmission. Each license permits simultaneous activation on up to two (2) machines. Deactivating a machine frees that activation slot. AXYZ reserves the right to revoke activations in cases of suspected license abuse or breach of this Agreement.
7. Ownership and Intellectual Property
The Software — including all audio processing algorithms, DSP code, visual rendering, user interface design, spatial processing methods, psychoacoustic models, and documentation — is the exclusive intellectual property of AXYZ Innovations LLC and is protected by U.S. and international copyright, trade secret, and patent law. All rights not expressly granted in this Agreement are reserved by AXYZ Innovations LLC. You acquire no ownership interest in the Software by virtue of this license.
8. Your Content and Outputs
You retain full ownership of all audio content you create, produce, or process using the Software. AXYZ Innovations LLC makes no claim to ownership of your productions, mixes, or masters. AXYZ may collect anonymized, non-audio usage telemetry (such as feature usage frequency and crash reports) with your consent to improve the Software. You may opt out of telemetry at any time in the plugin settings. No audio content, project files, or personally identifiable information is transmitted through telemetry without your explicit consent.
9. Updates and Support
AXYZ may, at its discretion, release updates, patches, or improvements to the Software. Support is provided via email at info@axyzinnovations.com. AXYZ is not obligated to provide any specific level of support, response time, or future updates beyond what is described in your license tier at the time of purchase.
10. Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AXYZ INNOVATIONS LLC DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, FREE OF DEFECTS, OR COMPATIBLE WITH ANY SPECIFIC HARDWARE OR SOFTWARE CONFIGURATION. YOU ASSUME ALL RISK ASSOCIATED WITH THE QUALITY AND PERFORMANCE OF THE SOFTWARE.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXYZ INNOVATIONS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AXYZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AXYZ'S TOTAL CUMULATIVE LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID FOR YOUR LICENSE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
12. Beta Non-Disclosure Agreement
If you have been granted beta access to the Software, the following additional terms apply and are binding upon you.
Confidential Information means all non-public information disclosed by AXYZ Innovations LLC in connection with the beta program, including but not limited to: software features, user interface design and layout, audio processing capabilities, pricing, release timelines, business strategies, technical architecture, and any other information that would reasonably be understood to be confidential.
You agree to: hold all Confidential Information in strict confidence; not disclose any Confidential Information to any third party without AXYZ's prior written consent; not publish, stream, record, screenshot, post, review, or otherwise share any aspect of the beta Software on any platform — including but not limited to YouTube, Twitch, Instagram, TikTok, X (Twitter), Reddit, forums, Discord, or any podcast — without prior written permission from AXYZ Innovations LLC; use the beta Software solely for private evaluation and feedback; promptly report bugs and issues through designated channels; and delete all beta Software and files upon AXYZ's request or upon commercial launch, whichever comes first.
These confidentiality obligations survive for three (3) years from the date of your beta access, or until AXYZ publicly discloses the applicable information, whichever occurs first. You acknowledge that breach of this section would cause irreparable harm to AXYZ for which monetary damages alone would be inadequate, and that AXYZ is entitled to seek injunctive relief in addition to all other remedies at law or equity.
Any feedback, suggestions, or ideas you submit regarding the beta Software are deemed non-confidential and non-proprietary. You grant AXYZ a perpetual, irrevocable, worldwide, royalty-free license to use, implement, modify, and commercialize any such feedback without any obligation or compensation to you.
13. Term and Termination
This Agreement is effective from the date you first install or use the Software and continues until terminated. Your rights under this Agreement terminate automatically and immediately upon any breach of its terms. Upon termination, you must cease all use of the Software and permanently delete all copies from all machines. AXYZ may also terminate this Agreement upon written notice for any breach that you fail to cure within ten (10) days of notice. Sections 5, 7, 10, 11, 14, and 15 survive termination.
14. Indemnification
You agree to indemnify, defend, and hold harmless AXYZ Innovations LLC and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: your use or misuse of the Software; your breach of this Agreement; your violation of any applicable law; or your infringement of any third-party intellectual property, privacy, or other rights.
15. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts of Los Angeles County, California, and you hereby consent to personal jurisdiction in those courts. Any claim must be commenced within one (1) year after the cause of action arises or it shall be permanently barred. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING IN CONNECTION WITH THIS AGREEMENT.
16. Entire Agreement
This Agreement, together with the AXYZ Terms of Service, Privacy Policy, and Refund Policy, constitutes the entire agreement between you and AXYZ Innovations LLC regarding the Software and supersedes all prior and contemporaneous agreements, representations, and understandings. This Agreement may not be modified except by a written amendment signed by an authorized representative of AXYZ Innovations LLC.
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