End-User License Agreement
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Last updated: [Date]
THIS END-USER LICENSE AGREEMENT (the "EULA") is entered into by and between:
NADIRAOS LLC, a Wyoming limited liability company (the "Company"), and
YOU (the "Licensee"), the individual or entity purchasing, downloading, accessing, or otherwise acquiring any Digital Product (as defined below) from the Company.
By purchasing, downloading, accessing, or otherwise acquiring any Digital Product from the Company, you acknowledge that you have read, understood, and agree to be bound by this EULA. If you do not agree to this EULA, you must not purchase, download, access, or use any Digital Product.
1. Definitions
1.1 "Digital Product"
Any digital good, content, or deliverable offered by the Company for purchase or download, including but not limited to music albums, audio tracks, digital files, software, templates, designs, documents, and any other digital asset made available by the Company.
1.2 "Music Product"
A Digital Product consisting of audio recordings, including albums, singles, EPs, instrumentals, stems, or any other audio content, in any format (e.g., MP3, WAV, FLAC, or other digital audio format).
1.3 "Service Product"
A Digital Product consisting of a service performed or delivered by the Company, including but not limited to custom production, mixing, mastering, design work, consulting, or any other professional service delivered in digital or electronic form.
1.4 "Physical Product"
Any tangible, physical good sold by the Company, including but not limited to merchandise, CDs, vinyl records, apparel, or other physical items. Physical Products are governed by this EULA to the extent applicable, in addition to any specific terms provided at the time of purchase.
1.5 "Commercial Use"
Any use of a Digital Product that is intended to generate revenue, financial gain, or commercial advantage, including but not limited to: incorporating music into advertisements, commercials, YouTube videos monetized through ads or sponsorships, films, television broadcasts, video games, live performances for paid audiences, background music in commercial establishments, or any other use where the Digital Product is used to generate income or promote a commercial enterprise.
1.6 "Sync License"
A separate license granted by the Company that authorizes the synchronization of a Music Product with visual content, including but not limited to videos, films, advertisements, television programs, video games, or other audiovisual works. A Sync License must be obtained separately from the personal license granted under this EULA.
1.7 "License"
The limited, personal, non-commercial, non-transferable license granted to the Licensee under this EULA, as further described in Section 2.
2. Grant of License
2.1 Personal, Non-Commercial License
Upon purchase of a Digital Product, the Company grants you a limited, personal, non-exclusive, non-commercial, non-transferable, non-sublicensable license to download, store, and use the Digital Product for your personal, non-commercial use only. This License is granted subject to your continued compliance with this EULA.
2.2 What You May Do
Under this License, you may:
- (a) download and store the Digital Product on your personal devices;
- (b) listen to, view, or use the Digital Product for your own personal enjoyment and private use;
- (c) make one (1) personal backup copy of the Digital Product for your own archival purposes, provided that the backup copy is not distributed or made available to any third party; and
- (d) stream or play the Digital Product in a private, non-commercial setting (e.g., at home with friends or family, where no admission fee is charged and no commercial benefit is derived).
2.3 What You May Not Do
You may not, and may not permit any third party to:
- (a) copy, reproduce, distribute, broadcast, publicly perform, or otherwise make the Digital Product available to any third party, except as expressly permitted in Section 2.2;
- (b) resell, rent, lease, lend, sublicense, assign, or otherwise transfer the Digital Product or the License to any third party;
- (c) use the Digital Product for any Commercial Use as defined in Section 1.5 without first obtaining a separate commercial license or Sync License from the Company;
- (d) upload, post, or share the Digital Product on any file-sharing platform, torrent site, streaming platform, social media platform, or any other service that makes the Digital Product available to third parties;
- (e) incorporate the Digital Product into any audiovisual work, including but not limited to YouTube videos, commercials, films, television programs, video games, or advertisements, without first obtaining a Sync License;
- (f) modify, adapt, remix, or create derivative works based on the Digital Product, except as expressly permitted by the Company in writing;
- (g) remove, alter, or obscure any copyright notices, watermarks, metadata, or other proprietary markings on or within the Digital Product;
- (h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of any Digital Product that contains software; or
- (i) use the Digital Product in any manner that violates applicable law or the rights of any third party.
2.4 Reservation of Rights
All rights not expressly granted to you in this EULA are reserved by the Company. The Company retains all ownership, copyright, and intellectual property rights in and to the Digital Product. No ownership interest is transferred to you under this EULA — you receive only the limited License described herein.
3. Music Products — Specific Terms
3.1 Personal Listening License
When you purchase a Music Product, you are purchasing a personal, non-commercial, non-transferable license to listen to the audio. You may download and store the audio files on your personal devices and listen to them for your own private enjoyment.
3.2 Strictly Prohibited — Reselling
3.3 Strictly Prohibited — Torrents and File Sharing
3.4 Strictly Prohibited — YouTube, Commercials, and Audiovisual Use
3.5 Sync License
If you wish to use a Music Product for any Commercial Use or in any audiovisual work, you must obtain a Sync License from the Company. Sync Licenses are granted separately and may involve additional fees, terms, and conditions. To request a Sync License, contact the Company at [Contact Email].
3.6 Public Performance
You may not publicly perform the Music Product, including but not limited to playing it at paid events, in commercial establishments (e.g., restaurants, retail stores, gyms), at concerts, or at any event where an admission fee is charged, without first obtaining a public performance license from the Company or the applicable performing rights business.
4. Service Products — Specific Terms
4.1 Scope of License
When you purchase a Service Product, you receive a personal, non-commercial, non-transferable license to use the delivered work product for your own personal or internal business purposes, as described at the time of purchase. The specific scope of use may vary depending on the service and will be communicated at the time of purchase.
4.2 No Resale or Redistribution
You may not resell, redistribute, sublicense, or otherwise transfer the delivered work product to any third party, except as expressly permitted at the time of purchase. If you wish to use the delivered work product for commercial purposes beyond the scope described at the time of purchase, you must obtain a separate commercial license from the Company.
4.3 Modifications
You may not modify, adapt, or create derivative works based on the delivered work product, except as expressly permitted by the Company in writing. Any modifications made without the Company's prior written consent constitute a material breach of this EULA.
5. Physical Products — Specific Terms
5.1 Ownership of Physical Item
When you purchase a Physical Product, you own the physical item itself. However, the intellectual property rights in and to the Physical Product, including but not limited to designs, artwork, logos, music, and text, remain the property of the Company or its licensors.
5.2 Personal Use Only
You may use the Physical Product for your personal use. You may not resell the Physical Product for commercial gain without the Company's prior written consent, except as permitted by applicable law (e.g., first sale doctrine).
5.3 No Reproduction
You may not copy, reproduce, manufacture, or distribute replicas of the Physical Product or any designs, artwork, or content contained therein without the Company's prior written consent.
6. Intellectual Property
6.1 Company Ownership
All Digital Products and Physical Products, including all content, software, designs, artwork, music, audio, video, text, graphics, logos, and other materials contained therein, are owned by the Company and are protected by intellectual property laws, including but not limited to copyright, trademark, and trade secret laws. All rights not expressly granted to you in this EULA are reserved by the Company.
6.2 No Transfer of Ownership
This EULA grants you a License only. No ownership interest, copyright, or other intellectual property right is transferred to you under this EULA. You acquire only the limited right to use the Digital Product or Physical Product as described herein.
6.3 Trademarks
The Company's trademarks, trade names, logos, and branding are the property of the Company. You may not use the Company's trademarks, trade names, or branding in any manner without the Company's prior written consent.
7. Prohibited Conduct
7.1 Anti-Piracy
7.2 Prohibited Activities
In addition to the prohibitions in Section 2.3, you may not:
- (a) upload, post, or share any Digital Product on any platform that makes it available to third parties, including but not limited to torrent sites, file-sharing platforms, streaming platforms, social media, or peer-to-peer networks;
- (b) use any Digital Product for any Commercial Use without first obtaining the appropriate license from the Company;
- (c) circumvent or attempt to circumvent any digital rights management (DRM), watermarking, or other technical protection measures applied to any Digital Product;
- (d) use any Digital Product in any manner that infringes the rights of any third party, including but not limited to copyright, trademark, privacy, or publicity rights; or
- (e) assist, encourage, or enable any third party to engage in any of the prohibited activities described in this Section 7.
7.3 Consequences of Violation
If you violate any provision of this Section 7, your License shall be immediately and automatically terminated, without notice. The Company may also pursue legal action against you, including but not limited to claims for copyright infringement, breach of contract, and any other available legal remedies.
8. Commercial Licenses
8.1 Separate Commercial License Required
If you wish to use any Digital Product for Commercial Use, you must obtain a separate commercial license from the Company. Commercial licenses may involve additional fees, terms, and conditions, which will be communicated at the time of your request.
8.2 Sync License for Music Products
If you wish to use a Music Product in any audiovisual work (e.g., YouTube videos, commercials, films, television, video games), you must obtain a Sync License from the Company. Sync Licenses are granted separately and may involve additional fees, terms, and conditions.
8.3 How to Request a Commercial License
To request a commercial license or Sync License, contact the Company at [Contact Email]. Include a description of your intended use, the specific Digital Product(s) you wish to license, and the scope and duration of the intended use.
9. Term and Termination
9.1 Term
The term of this EULA begins when you purchase, download, or otherwise acquire a Digital Product and continues until terminated in accordance with this Section 9.
9.2 Termination by Company
The Company may terminate this EULA and your License at any time, without notice, if you breach any provision of this EULA. Upon termination, you must immediately cease all use of the Digital Product and destroy all copies of the Digital Product in your possession or control.
9.3 Termination by Licensee
You may terminate this EULA at any time by ceasing all use of the Digital Product and destroying all copies of the Digital Product in your possession or control.
9.4 Survival
The following provisions survive termination of this EULA: Sections 1 (Definitions), 2.4 (Reservation of Rights), 3 (Music Products — Specific Terms), 6 (Intellectual Property), 7 (Prohibited Conduct), 9.4 (Survival), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law and Dispute Resolution), and 14 (Miscellaneous).
10. Disclaimer of Warranties
10.1 As-Is Basis
10.2 No Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10.3 No Guarantee of Compatibility
The Company does not guarantee that any Digital Product will be compatible with all devices, operating systems, software, or hardware. You are responsible for ensuring compatibility before purchasing or downloading any Digital Product.
11. Limitation of Liability
11.1 Exclusion of Damages
11.2 Liability Cap
THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS EULA OR ANY PRODUCT SHALL NOT EXCEED THE AMOUNT YOU PAID TO THE COMPANY FOR THE SPECIFIC PRODUCT THAT IS THE SUBJECT OF THE CLAIM.
11.3 Acknowledgment
YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 ARE A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE PRODUCTS WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.
12. Indemnification
12.1 Indemnification by Licensee
You agree to indemnify, defend, and hold harmless the Company, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, demands, suits, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- (a) your breach of this EULA;
- (b) your use of any Product in violation of this EULA, including but not limited to any Commercial Use without a license, piracy, or unauthorized distribution;
- (c) your violation of any applicable law or the rights of any third party; or
- (d) any claim arising from your modification, distribution, or other use of any Product.
12.2 Procedure
The Company will provide you with prompt written notice of any claim for which it seeks indemnification. You will cooperate with the Company in the defense of such claim. The Company reserves the right to participate in the defense of any claim with its own counsel at its own expense. You may not settle any claim without the Company's prior written consent.
13. Governing Law and Dispute Resolution
13.1 Governing Law
This EULA shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
13.2 Jurisdiction and Venue
The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming for any dispute arising out of or relating to this EULA or any Product. You waive any objection to venue or inconvenient forum in such courts.
13.3 Informal Dispute Resolution
Before filing a claim, the Parties agree to attempt in good faith to resolve any dispute through informal negotiation. The complaining Party must provide written notice of the dispute to the other Party, and the Parties shall attempt to resolve the dispute within thirty (30) days. If the dispute is not resolved within that period, either Party may proceed with filing a claim.
13.4 Class Action Waiver
Any dispute arising out of or relating to this EULA shall be brought in the individual capacity of the Parties. You waive the right to participate in any class action lawsuit or class-wide arbitration.
14. Miscellaneous
14.1 Relationship to Terms and Conditions
This EULA supplements, and does not replace, the Company's Terms and Conditions (the "Terms"), available at [Terms URL]. Your use of the Company's platform and service is governed by the Terms, and your use of Digital Products and Physical Products is governed by this EULA. In the event of a conflict between this EULA and the Terms, this EULA shall prevail with respect to Digital Products and Physical Products.
14.2 Entire Agreement
This EULA, together with the Terms and any specific terms provided at the time of purchase, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and communications, whether written or oral, with respect to such subject matter.
14.3 Amendments
The Company reserves the right to amend this EULA at any time. Amendments take effect prospectively and do not affect licenses granted prior to the amendment. The Company will provide notice of material amendments by updating the "Last updated" date at the top of this EULA. Your continued purchase or use of Digital Products after the effective date of an amendment constitutes your acceptance of the amended EULA.
14.4 Severability
If any provision of this EULA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.
14.5 Waiver
No waiver of any provision of this EULA shall be effective unless in writing and signed by the Company. The failure of the Company to enforce any right or provision in this EULA shall not constitute a waiver of such right or provision or any other right or provision.
14.6 Assignment
You may not assign, transfer, or sublicense this EULA or any rights hereunder without the Company's prior written consent. The Company may assign this EULA without notice. Any attempted assignment in violation of this Section 14.6 is void.
15. Contact Information
For any questions, concerns, or requests regarding this EULA, including requests for commercial licenses or Sync Licenses, please contact the Company at:
NadiraOS LLC
State of Formation: Wyoming, United States of America
Email: hello@localhost
Website: https://candysonic.cloud
For commercial license or Sync License inquiries, include a description of your intended use and the specific product(s) you wish to license.
This End-User License Agreement, together with the Terms and Conditions and Privacy Policy, constitutes the complete licensing framework governing your purchase and use of Digital Products and Physical Products from the Company. By purchasing, downloading, or otherwise acquiring any Product, you acknowledge that you have read and understood this EULA and agree to its terms.