IMPORTANT - READ CAREFULLY: This End User License Agreement ("EULA" or "Agreement") is a legal agreement between you (either an individual or a single legal entity) and Kraxton Labs LLC ("Kraxton Labs", "we", "us", or "our") for the software product(s) provided by us, which includes standalone desktop applications, audio plugins (including but not limited to AAX, VST, and AU formats), hardware firmware, companion control software, and may include associated media, printed materials, and "online" or electronic documentation (collectively, the "Software").

By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software.

1. GRANT OF LICENSE
   Subject to your compliance with the terms of this Agreement and payment of applicable fees, Kraxton Labs grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to install and use the Software.
   Seat Allocation: Unless a specific multi-seat Site License is purchased, a standard license grants you the right to activate and use the Software on the number of devices specified at the time of purchase (typically up to two devices, such as a studio desktop and a mobile laptop), provided that the Software is not used simultaneously on more than one device.
   
   Evaluation License: If the Software is provided as a trial or evaluation version, you are granted a temporary license strictly for testing and evaluation purposes. Upon expiration of the trial period, the Software may cease to function until a valid commercial license is purchased.
   
   

2. SOFTWARE ACTIVATION & HARDWARE FINGERPRINTING
   To protect intellectual property and ensure authorized use, the Software may utilize a third-party activation system (such as TurboActivate).
   Machine ID: You acknowledge and agree that the activation process requires an active internet connection to validate your license key. During activation, the Software generates an anonymized hardware fingerprint ("Machine ID") based on your computer's components.
   
   Data Privacy during Activation: This Machine ID is securely transmitted to our licensing servers solely for the purpose of verifying your license and preventing unauthorized use. It does not contain, scan, or transmit any personal files, audio data, or project metadata.
   
   

3. LOCAL PROCESSING, AI & MACHINE LEARNING
   Depending on the specific product, the Software may utilize advanced Digital Signal Processing (DSP), Artificial Intelligence (AI), and Machine Learning models to analyze and process audio and project files (such as AAF).
   
   100% Local Processing: Kraxton Labs respects the strict confidentiality of the music, film, television, and audio post-production industries. All audio processing, AI inference, DSP manipulation, and project modifications occur strictly locally on your device hardware.
   
   No Cloud Telemetry: The Software does not upload, transmit, or store your audio files, dialogue, stems, or project metadata on Kraxton Labs' servers or any third-party cloud services.
   
   

4. AUDIO WORKFLOW, HARDWARE INTEGRATION & DATA BACKUP
   The Software is designed to interact with audio assets, complex project files, and/or proprietary analog hardware connected to third-party Digital Audio Workstations (DAWs) and editing systems.
   
   Backup Requirement: You are strictly responsible for maintaining comprehensive backups of all original session files, AAFs, audio stems, and related data before processing them through the Software.
   
   Hardware Control & Total Recall: If the Software operates as firmware, a touchscreen interface, or a companion DAW plugin designed to control Kraxton Labs analog hardware (e.g., for digital total recall), you acknowledge that such integration relies on continuous digital communication. Kraxton Labs is not liable for lost presets, unsaved recall states, communication dropouts, or synchronization failures between the hardware unit and your computer.
   
   No Liability for Data Loss: Kraxton Labs shall not be liable for any data loss, corrupted session files, audio artifacts, timeline sync issues, or missed delivery deadlines resulting from the use of the Software. You must verify all processed files and audio renders before final broadcast, delivery, publication, or mastering.
   
   

5. RESTRICTIONS ON USE
   You may not:
   
   - Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, including its underlying DSP algorithms, AI models, and runtime environments.
   
   - Rent, lease, lend, sell, redistribute, or sublicense the Software.
   
   - Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from the Software.
   
   - Attempt to bypass, modify, or defeat the license management and activation system.
   
   

6. INTELLECTUAL PROPERTY & THIRD-PARTY TECHNOLOGIES
   The Software and all intellectual property rights therein are owned by Kraxton Labs LLC. The Software may contain or utilize third-party technologies, frameworks (such as JUCE), or open-source libraries (such as ONNX Runtime, Pyannote models, or DSP frameworks).
   
   Your use of these integrated technologies is governed by this EULA, and Kraxton Labs retains all rights not expressly granted to you.
   
   

7. DISCLAIMER OF WARRANTIES
   THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KRAXTON LABS LLC DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KRAXTON LABS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT IT WILL OPERATE WITHOUT INTERRUPTION.
   
   

8. LIMITATION OF LIABILITY
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KRAXTON LABS LLC, ITS FOUNDERS, OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF KRAXTON LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, KRAXTON LABS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE LICENSE.
   
   

9. GOVERNING LAW & JURISDICTION
   This EULA shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida. If any provision of this EULA is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
   
   

10. TERMINATION
    This EULA is effective until terminated. Kraxton Labs LLC may terminate your license immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon termination, you must cease all use of the Software and destroy all copies (full or partial) in your possession.
    
    

11. SOFTWARE UPDATES
    Kraxton Labs LLC may, at its sole discretion, provide Software updates, upgrades, or bug fixes. You agree that Kraxton Labs LLC has no obligation to provide any Updates or to continue supporting any specific feature or functionality in perpetuity.
    
    

12. INDEMNIFICATION
    You agree to indemnify, defend, and hold harmless Kraxton Labs LLC, its founders, and affiliates from and against any claims, damages, liabilities, losses, or expenses (including reasonable attorneys' fees) arising out of or related to your use or misuse of the Software, your breach of this EULA, or your violation of any third-party rights.

Copyright (c) Kraxton Labs LLC. All rights reserved.