Licence Agreement (EULA)

This End User Licence Agreement (the "Agreement") is between you and Georgii Zvanbaia, an individual entrepreneur registered in Georgia ("we", "us"). You can reach us at rackaholic.support@gmail.com.

It covers the RACKAHOLIC software and anything that comes with it:

the VST3 plug-in and the standalone application;
their updates;
the models, data and documentation supplied with them.

Together these are the "Software".

By installing, activating or using the Software, you agree to this Agreement. If you do not agree, do not install, activate or use the Software.

If you bought the Software as a consumer, nothing in this Agreement limits the rights that the consumer protection law of your country gives you and that cannot be excluded by contract.

1. Licence

1.1. When you have paid for a licence and received a licence key, we grant you a licence to install and use the Software on the number of computers that your licence key allows. Unless your purchase says otherwise, that is one computer. The licence is:

non-exclusive;
worldwide;
perpetual, subject to termination under section 9;
non-transferable except as set out in section 1.4.

1.2. Your audio is yours. You may use the Software to create, process and mix audio for any purpose, including commercial productions, without paying us anything further. We claim no rights in the audio you make with the Software.

1.3. You may make one backup copy of the installation files for your own use.

1.4. Moving and transferring your licence. Moving your licence to another computer, or transferring it to another person, is not a guaranteed right. You may ask us for it, and we may agree to or refuse the request at our sole discretion.

To another computer of yours: write to us; if we agree, we release the activation on the old computer.
To another person: if we agree, the licence may be transferred permanently once, provided that:
- you tell us the new owner's name and e-mail address;
- you stop using the Software and delete your copies;
- every activation of your licence has been released.
Once we have recorded the transfer, the new owner takes the licence under this Agreement.

2. Activation and online verification

2.1. The Software must be activated with your licence key over the internet.

2.2. To keep the licence valid, the Software contacts our licence server about once a day while it is in use. It renews a signed, time-limited confirmation of your licence for that computer.

If the server cannot be reached, the Software keeps working for up to 7 days after the last successful check.
It then asks you to connect to the internet once, and continues working after a successful check.

2.3. Activation and verification send only the following:

your licence key;
a code that identifies the computer (a hash generated from its hardware data);
the version of the Software.

The Privacy Policy explains how we handle this information. The Software does not send audio, projects, presets or usage statistics.

2.4. A licence that has been suspended or has ended under section 9 is deactivated. The Software then stops processing audio on every computer where it was activated.

2.5. Availability of the licence service. The licence service runs on the infrastructure of third parties (see the Privacy Policy). It may be unavailable from time to time — for maintenance, because of technical failures, attacks or network restrictions in your country, or for other reasons, including reasons outside our control — and an interruption may last for an indefinite time. We do not guarantee that the service is available at any particular time. While the Software cannot verify the licence for longer than the period in section 2.2, it does not process audio.

2.6. If the service stops. We may stop operating the licence service, for example if we stop developing or selling the Software. Where we can, we will tell licence holders in advance by e-mail and will try to release an update that lets the Software keep working without the service. Without such an update, the Software stops working when the service stops.

2.7. To the extent the law allows, we are not liable for any loss caused by an interruption, restriction or end of the licence service, whatever its length or cause.

3. Updates

3.1. We may release updates that fix errors, improve the Software or keep its licensing and security working. Updates within the version you bought are free.

3.2. We may require that a version older than a stated minimum is updated before it continues to work. We do this only when it is needed, for example:

to fix an error;
to fix a security problem;
to keep the licence service working.

The Software then shows a link to download the current version at no charge for licence holders.

4. Restrictions

You may not, and may not let anyone else:

a) use the Software on more computers than your licence allows, or share, publish or sell your licence key;

b) copy, distribute, rent, lease, lend, sell, sublicense or otherwise make the Software available to others, except for a transfer under section 1.4;

c) remove, disable, bypass or work around the activation, the licence verification or any other technical protection of the Software;

d) reverse engineer, decompile or disassemble the Software, except to the extent that applicable law expressly permits it despite this restriction (for example, to achieve interoperability as allowed by Article 6 of EU Directive 2009/24/EC);

e) modify the Software, or create derivative works of the Software itself;

f) remove or change any copyright, trademark or licence notice in the Software.

5. Third-party components

5.1. The Software contains components that third parties license to us under open-source and other licences. These include:

ONNX Runtime;
the BeatNet, CREPE and S-KEY models;
the VST 3 SDK;
libraries that are part of the JUCE framework;
fonts under the SIL Open Font License.

They are listed, with their licence terms, in the file THIRD_PARTY_NOTICES.txt supplied with the Software and in the Software under ABOUT & LICENCES.

5.2. Those components are governed by their own licences. Nothing in this Agreement limits the rights those licences give you. In particular, the BeatNet model files (beatnet_full.onnx, beatnet_full.onnx.data) are licensed under Creative Commons Attribution 4.0, and sections 4(b), 4(d) and 4(e) do not apply to them.

6. Ownership

The Software is licensed, not sold. We and our licensors keep all rights, title and interest in the Software, including all intellectual property rights. "RACKAHOLIC" and the RACKAHOLIC logo are our trademarks. This Agreement does not give you any right to use them except to refer truthfully to the Software.

7. Refunds

7.1. All sales are final. The Software is digital content delivered immediately after purchase. Refunds are not guaranteed. We may grant a refund at our sole discretion, for example if the Software cannot run on your system and we are unable to resolve the problem. To ask, write to rackaholic.support@gmail.com with your order number.

7.2. Right of withdrawal. If you are a consumer in the European Union, the United Kingdom or another country with a similar law, the law gives you a 14-day right to withdraw from distance purchases. For digital content, that right ends when the supply begins, if before buying you:

expressly agreed to the immediate supply of the Software; and
acknowledged that you would lose your right of withdrawal.

You give this consent and acknowledgement when you complete your purchase.

7.3. Your rights if the Software is defective. Sections 7.1 and 7.2 do not affect the rights that the law gives you if the Software is defective or not as described. Those rights cannot be excluded by contract.

7.4. Refunds end the licence. When a refund is made, or a payment is reversed or charged back, the licence ends and is deactivated.

7.5. Payment platforms. Purchases are processed by Creem (outside the CIS) or Lava (in the CIS). Refunds and chargebacks go through the platform you paid with, under its buyer terms, which you accept at checkout. Disputes about a payment are resolved directly with that platform. We issue a licence key only after the platform has received, processed and confirmed the payment. To the extent the law allows, we are not responsible for the actions, errors, delays or failures of the payment platforms.

8. Warranty and liability

8.1. Our warranty. We make the Software with care and will try to fix reported errors. But audio software runs on very different hardware and host applications, so, to the extent the law allows, the Software is provided "as is", without any other warranty, express or implied. Excluded warranties include:

merchantability;
fitness for a particular purpose;
non-infringement;
uninterrupted or error-free operation;
availability of the licence service at any particular time.

8.2. Limit on what we pay. To the extent the law allows, our total liability under or in connection with this Agreement is limited to the amount you paid for the licence. We are not liable for indirect or consequential loss, such as:

lost profits, revenue, data or recordings;
business interruption.

Keep backups of your projects and recordings.

8.3. What these limits do not cover. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited by law. This includes liability for:

death or personal injury caused by negligence;
fraud;
intentional misconduct or gross negligence;
a consumer's mandatory statutory rights, such as the legal guarantee of conformity for digital content.

8.4. Events outside our control. We are not responsible for a failure or delay in performing this Agreement caused by events outside our reasonable control, for example failures of hosting, network or payment providers, power cuts, attacks on our systems, natural disasters, sanctions, or actions of governments or network operators.

9. Suspension and termination

9.1. Breach. This Agreement and your licence end if you seriously breach it. Examples of a serious breach:

sharing, publishing or selling your licence key;
removing, bypassing or working around the activation or the licence protection;
knowingly using the Software on more computers than your licence allows.

9.2. Payment and fraud. The licence also ends if:

the purchase is refunded;
the payment is reversed or charged back;
the licence was obtained by fraud or with payment details used without their owner's permission;
the licence key was not obtained from us or through a seller or platform we use.

9.3. Suspension. If we have reasonable grounds to suspect a breach of this Agreement or misuse of the licence service, we may suspend the licence: deactivate it on some or all computers while we look into it. Reasonable grounds include, for example:

the key is activated on unusually many computers, or from many different places within a short time;
the key is published or offered to others;
someone tries to guess licence keys, sends automated requests to the licence server or interferes with it;
the Software or its licence protection has been modified.

9.4. How we decide. We decide on suspension and termination ourselves, reasonably and in good faith, based on the information we have. Where we can, we tell you by e-mail at the address the licence was issued to. We may keep back details of how a breach or misuse was detected when sharing them would help others to circumvent the protection or would hinder fraud prevention.

9.5. Your answer. If you think we have made a mistake, write to rackaholic.support@gmail.com within 30 days of our e-mail and tell us what happened. If we find that there was no breach, we restore the licence. If the grounds are confirmed, or you do not answer within 30 days, the licence ends.

9.6. Ending a licence at our decision. We may end a licence at our own decision if, after the steps in sections 9.4 and 9.5, we conclude that it was used in breach of this Agreement or not in good faith — for example, to share the Software with others or to get around the limits of the licence. We may also end a licence if keeping it would break the law that applies to us.

9.7. No refund. When a licence ends under this section 9, you are not entitled to a refund, except where the law of your country gives you one.

9.8. When the licence ends:

you must stop using the Software and delete all copies;
we deactivate the licence.

Sections 4, 5, 6, 8, 9 and 10 survive termination.

10. General

10.1. Privacy. Our Privacy Policy at https://rackaholic.net/privacy describes how we handle personal data.

10.2. Governing law and courts. This Agreement is governed by the laws of Georgia. Disputes go to the courts of Tbilisi, Georgia. If you are a consumer, you also keep:

the protection of the mandatory laws of your country of residence;
any right to bring proceedings there.

10.3. Changes to this Agreement. We may update this Agreement for new versions of the Software. The version supplied with a version of the Software applies to it. If we change the terms for versions you already have, we will tell you, and the change will not reduce your rights for a licence you have already paid for.

10.4. Invalid provisions. If any provision of this Agreement is found invalid, the rest stays in force, and the invalid provision is replaced by a valid one that comes as close as possible to its purpose.

10.5. Entire agreement. This Agreement, together with the buyer terms of the payment platform you bought through, is the entire agreement about the Software between you and us.

10.6. Contact. Georgii Zvanbaia, individual entrepreneur, Georgia — rackaholic.support@gmail.com.