EULA

This End-User License Agreement (“Agreement” or “EULA”) is a legal agreement between you (an individual or a single entity) (“Licensee”) and BioSoul Digital (“Licensor”) for the use of the virtual instrument product known as “EEYORE” and any related audio content, presets, documentation, and materials (collectively, the “Product”). By installing, downloading, or using the Product, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, do not install or use the Product.

1. GRANT OF LICENSE
   
   1.1 License Subject to your compliance with this Agreement and payment of all applicable fees, Licensor grants you a personal, non-exclusive, non-transferable, revocable license to install and use the Product solely for the purpose of creating original musical compositions and audio productions (“Works”).
   
   1.2 Scope of Use

• • You may install and use the Product on up to as many computers owned and controlled by you, provided that the Product is not used simultaneously on more than 2 computers at a time.

  • You may use the Product in both commercial and non-commercial Works (e.g., albums, film/TV scores, games, podcasts, advertisements), subject to the restrictions in this Agreement.

2. OWNERSHIP AND INTELLECTUAL PROPERTY
   
   2.1 Ownership The Product is licensed, not sold. All rights, title, and interest in and to the Product, including all associated audio samples, recordings, code, graphics, and documentation, are and will remain the exclusive property of Licensor or its licensors.
   
   2.2 No Transfer of Rights Except for the limited license expressly granted to you in this Agreement, no other rights (including intellectual property rights) are transferred or assigned to you, whether by implication, estoppel, or otherwise.

3. PERMITTED USE OF AUDIO CONTENT
   
   3.1 Use in Compositions You may incorporate the sounds, samples, and presets of the Product into musical or audio Works, and you may distribute, publicly perform, synchronize, and monetize such Works without additional fees or royalties to Licensor.
   
   3.2 Non-Isolated Use You may not redistribute, resell, or make available any of the sounds or samples of the Product in isolation or as part of any competitive sound library, sample pack, virtual instrument, or similar product, whether paid or free. The Product’s audio content must be embedded within a larger musical or audio context where it cannot be used as a standalone sound source.

4. RESTRICTIONS
   You shall not, and shall not permit any third party to:

• • Copy, reproduce, or distribute the Product or any portion thereof, except as expressly permitted by this Agreement for backup purposes.

  • Share, lend, rent, lease, sell, sublicense, or otherwise transfer the Product, your license, or any authorization codes, including but not limited to making it available via peer-to-peer networks or cloud-sharing services.

  • Use the Product to create or distribute any sample libraries, virtual instruments, sound effects libraries, or similar products where the primary value is the audio content derived from the Product.

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or organization of any software components contained in the Product, except where such restriction is prohibited by applicable law.

  • Circumvent or attempt to circumvent any copy protection or licensing mechanisms associated with the Product.

  • Use the Product in any manner that violates applicable law or infringes the rights of any third party.

5. INSTALLATION AND THIRD-PARTY SOFTWARE
   
   5.1 Kontakt Requirements The Product is designed for use with Native Instruments Kontakt 8 or Kontakt Player. You are solely responsible for obtaining and maintaining any required third-party software and licenses.
   
   5.2 Compatibility Licensor does not guarantee that the Product will be compatible with all systems, platforms, or versions of Kontakt or other software. You are responsible for verifying compatibility before purchase, where possible.

6. UPDATES AND SUPPORT
   
   6.1 Updates Licensor may, but is not obligated to, provide updates, upgrades, or bug fixes for the Product. Any such updates provided to you will be deemed part of the Product and subject to this Agreement unless accompanied by separate terms.
   
   6.2 Support Licensor may offer technical support at its discretion and subject to its current support policies. Licensor does not guarantee any specific response time or resolution.

7. REFUNDS
   All sales are final. Any refund or return policy applicable to the Product will be communicated on the point-of-sale page or in accompanying documentation. To the extent permitted by law, once the Product has been downloaded or activated, you may have no right to a refund.

8. PRIVACY AND DATA
   Licensor may collect limited technical and usage information in connection with licensing, activation, and support of the Product. Any such collection and use of personal data will be handled in accordance with Licensor’s Privacy Policy, as made available on its website. You agree to the processing of your data as described in that policy.

9. TERM AND TERMINATION
   
   9.1 Term This Agreement is effective from the date you first install, download, or use the Product and shall continue until terminated.
   
   9.2 Termination by Licensor Licensor may terminate this Agreement immediately if you fail to comply with any of its terms.
   
   9.3 Effect of Termination Upon termination, all rights granted to you under this Agreement will cease, and you must cease all use of the Product and delete all copies of the Product in your possession or control. Termination will not limit any of Licensor’s rights or remedies at law or in equity.

10. WARRANTY DISCLAIMER
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE PRODUCT WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH ALL HARDWARE OR SOFTWARE CONFIGURATIONS.

11. LIMITATION OF LIABILITY
    TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• LICENSOR’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT.

12. INDEMNIFICATION
    You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• • Your use or misuse of the Product, or

  • Your breach of any term of this Agreement.

13. GOVERNING LAW AND DISPUTE RESOLUTION
    
    13.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of Los Angeles, CA, USA, without regard to its conflict of law principles.
    
    13.2 Dispute Resolution Any disputes arising out of or relating to this Agreement or the Product shall be resolved in the courts of Los Angeles County, and you consent to the exclusive jurisdiction and venue of such courts. 

14. GENERAL PROVISIONS
    
    14.1 Entire Agreement  This Agreement constitutes the entire agreement between you and Licensor regarding the Product and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral.
    
    14.2 Severability If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
    
    14.3 No Waiver Licensor’s failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
    
    14.4 Assignment You may not assign or transfer this Agreement or any rights or obligations hereunder without Licensor’s prior written consent. Licensor may assign this Agreement at any time without notice.

BY INSTALLING, DOWNLOADING, OR USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.