Aphelion Software License Agreement

In plain language

This summary is here to help you read what follows. It is not part of the agreement; the sections below are.

You are buying a license to use our software, not the software itself. You buy it from Lemon Squeezy; the license comes from us.
One person uses each license, on any computer they own or control. An organization can buy one and name the person who uses it.
What you make is yours — music, images, presets and anything else — to use commercially, with no royalty and no credit to us. We do not train any model on it.
Software that checks a license does so only when you activate it or change its license, monthly for a subscription, and daily for a trial. If it cannot reach us, it keeps working.
If something goes wrong with a license, the worst that happens is a read-only state: your projects still open, play and export.
Every update to what you bought is included. A new edition sold under its own name, such as one with a "2" added, is a separate purchase. Security updates run for five years from your edition's first release.
You can sell or give away a perpetual license. Subscriptions cannot be transferred.
If you live in the EU, the EEA, the UK or Australia, your consumer rights come first, whatever this agreement says.

1. Who this agreement is between

This license agreement is between you and Aphelion LLC d/b/a Aphelion, a Georgia limited liability company ("Aphelion", "we" or "us"), of PO Box 5241, Atlanta, GA 31107-0241, United States. You can reach us by email at contact [at] aphelion [dot] music, or through https://aphelion.music/contact.

You buy from one company and are licensed by another. Our products are sold by Lemon Squeezy (Sold through Link, LLC), our merchant of record, which takes your payment and handles tax and invoicing. The license to use what you bought comes from us, under this agreement.

2. How this agreement fits with other documents

Lemon Squeezy's buyer terms govern your purchase: payment, tax, invoicing, cancellation and refunds. This agreement deals with none of those, except what a refund does to your license (section 24).
This agreement governs your use of the Software.
The Facts Sheet, kept with this agreement at https://aphelion.music/legal, is part of this agreement, in the version current on the day you bought. It sets out what differs from one product to another. If it ever conflicts with this agreement, this agreement prevails.
Open-source software and Open Content in the Software are licensed by their authors under their own licenses, which govern those components and prevail over anything here.
Our terms of service govern our websites, your Account and our Licensing Service; where they touch the Software, this agreement prevails. Our privacy policy explains how we handle personal data.

Nothing in any of these documents limits a right you have under consumer law that cannot be limited by agreement (section 22).

3. Definitions

"Software" means the product your Order identifies, in every version we supply to you under this agreement, with its documentation. Only what your Order names is licensed: no other product is included, even one that shares technology with it.
"Order" means the record of your purchase, issued through Lemon Squeezy and held in your Account.
"Account" means your Aphelion account.
"Facts Sheet" means our published Product and Licensing Facts, which describe each product's class, platforms, activations, license checks, included content and Support Period.
"Licensed Content" means content we supply with the Software that we own or license to you: presets, patches, instruments, brushes, pigment data, data derived from recorded samples, and generative modules.
"Open Content" means content in the Software that its authors license under an open license, as the Facts Sheet lists.
"Output" means anything you make with the Software: music, audio, images, video, presets, patches, brushes and any other work.
"Device" means a computer on which the Software is installed.
"Activation" means registering the Software on a Device with our Licensing Service, where the Facts Sheet says the product uses it.
"Licensing Service" means our service that activates and checks licenses for the products that use it.
"Support Period" means the period, shown as a month and year before you buy, during which we provide security updates for the Software (section 18).
"Consumer" means, in the EU, the EEA and the UK, an individual acting for purposes outside their trade, business, craft or profession; in Australia, a person who is a consumer under the Australian Consumer Law; and elsewhere, an individual buying for personal, family or household use.

4. Accepting this agreement, and which version applies

You accept this agreement when you buy the Software, and again before you first install or use it. If you do not accept it, do not install or use the Software.

Before you buy, the product page and the Facts Sheet tell you how the product is protected — whether it activates, what it checks and when — and the license you are buying is a license to use the Software, not ownership of it.

Each purchase is governed by the version of this agreement in force on the day you made it. We may publish new versions. A new version can give you more rights, and does so for purchases you have already made; anything that would give you fewer applies only to purchases made after it.

5. Your license

We grant you a non-exclusive, non-sublicensable license to install and use the Software for any lawful purpose, private or commercial, in line with this agreement and the Facts Sheet. It is transferable only as section 17 allows.

The license belongs to one named person: the individual whose verified Account holds the Order, or the person an organization names under section 7.

Your license is one of two kinds, as your Order shows:

a perpetual license, paid for once, which lasts indefinitely; or
a subscription, which lasts for as long as it is paid.

Both give you the same rights of use. Only how long the license lasts, and which updates it includes (section 18), are different.

Commercial use is included. You may use the Software and your Output in paid work, client work, releases, performances, broadcasts and products, with no further fee.

We keep every right in the Software that this agreement does not grant you. You receive a license to use the Software; you do not own it.

6. Installing, activating, and using at the same time

You may install the Software on any computer you own or control, provided you are the only person using it. Remove it from a computer before you sell it or give it away.

You may use it on more than one of your computers at the same time — on as many as your license allows, where the Facts Sheet states a number — as long as you are the only person using it.

Where the Facts Sheet says a product uses Activation, it also says how many Devices may be activated at once. You can release an Activation from your Account, including for a computer that has stopped working or that you no longer have.

Software that does not use Activation enforces no limit, so for it the rule in the first paragraph is the whole rule.

7. Use by organizations

An organization — a studio, a school or a company — may buy and hold a license. The organization is then the licensee, and it names one individual at a time as the person who uses the Software. That person is the only person who may use it, and section 6 applies to them. The organization may name someone else when its user changes, and it is responsible for its named user complying with this agreement.

8. Demo and trial

Applies where the Facts Sheet says a product has a demo or a trial.

Demos. A demo is free and has no time limit, but it interrupts its sound at random, with short silences and with other sounds played over it. It is for evaluating the product only: you may not release, distribute or make commercial use of anything made with a demo, and you may not remove or work around the interruptions.

Trials. A trial lasts for the period, and on the number of Devices, that the Facts Sheet states, and needs a verified Account. Each computer can start only a limited number of trials, as the Facts Sheet says. When a trial ends, the Software moves to a read-only state — your projects still open, play and export, but new work cannot be saved — until you buy a license.

9. The licensing service

Applies where the Facts Sheet says a product uses the Licensing Service.

Your license is a signed file on your computer, and it works offline. The Software contacts our Licensing Service:

when you activate it on a Device, and when you change the license on that Device — and, for a perpetual license, at no other time;
for a subscription, once a month, when you open the Software; and
for a trial, once a day.

If a check cannot complete, the Software keeps working and tries again. If a subscription or a trial goes thirty days without a successful check, the Software moves to a read-only state — your projects still open, play and export, but new work cannot be saved — until a check succeeds.

You can activate without an internet connection, by taking a request file to a connected computer and bringing back a signed license file. You can release an Activation from your Account, including for a computer that is broken or gone.

Why it exists: the Licensing Service checks that the Software is used within its license. Our privacy policy says exactly what it sends.

10. Suspension and disablement

We may disable a license only if your purchase is refunded, a chargeback against it succeeds, or the license key is known to have been leaked. We have no other power to disable it.

An open chargeback does not affect your license. It keeps working while the chargeback is decided, because a chargeback is often a bank's decision rather than anything you did. Only if the chargeback succeeds is the license disabled, and it then ends under section 24.

Disabling a license never stops you opening, playing or exporting work you have already made. A disabled perpetual license keeps working on a Device where it is already activated, until that Device next needs to activate; a disabled subscription or trial moves to the read-only state at its next check. Software that does not use the Licensing Service cannot be disabled, and if its license ends under section 24, you must stop using it.

11. What you may not do

Except where this agreement or the law allows it, you may not:

rent, lease, lend or host the Software for others, or use it to provide a service to others in place of their own license;
sell, give away or share copies of the Software, except by transferring your license under section 17;
remove or alter any notice of ownership or license in the Software.

You may not get around the Software's protection. You may not disable, bypass or interfere with any license check or other technical protection in the Software. This is a separate rule from the next one.

You may not decompile, disassemble or reverse engineer the Software, except as the next paragraph allows.

What the law lets you do anyway. Nothing in this section stops you doing what the law of the place where you use the Software allows regardless of any agreement — such as decompiling it to make it work with other programs.

Using the Software with other things. You may load the Software into any compatible host, and connect it to other software and hardware.

Security research. You may test the Software for security vulnerabilities and report them to us, provided you do not harm other users or reach anyone else's data.

12. Your work

What you make is yours. Output you create with the Software belongs to you, or to whoever you make it for. We claim no rights in it, take no royalty and ask for no credit. You may use it, release it, sell it and license it, commercially or not.

We do not use anything you make to train any model. If that ever changes, we will ask you first, for that specific purpose, and we will do it only if you agree. Silence, or a setting we changed for you, will never count as agreement.

Generated material. Some of our Software generates material. What it generates may resemble, or match, what others generate with the same Software, so it may not be unique to you, and we make no promise that copyright exists in it.

Your Output outlasts your license. Your right to keep using, publishing and selling what you made is perpetual and irrevocable. It survives the end of this agreement, a refund, a failed license check and everything else in section 24. Only the right to run the Software can end.

Presets you make. Presets, patches and brushes you create are yours, including to sell. Three conditions apply. Do not redistribute our factory presets as a collection inside your own pack — though a preset you built by starting from one of ours and changing it is yours. Do not present a pack as official, or use our name or logo as a mark of where it came from — though you may say that a pack is for one of our products. And do not include the Software itself.

13. Content we supply

Applies where the facts sheet declares bundled content.

We license Licensed Content to you on the same terms as the Software, for as long as your license lasts. You may use it in any work you make, commercial or not, and what you make with it is yours (section 12) — including after your license ends. You may not:

sell, give away or distribute it as content, whether as a preset, patch, sample or sound pack, or as part of one;
extract it into a standalone library of sounds, samples or data; or
use it to make a content product that competes with ours.

This section does not apply to Open Content (section 14).

14. Open content

Applies where the facts sheet declares open content.

Some content in the Software was made by others, who license it under open licenses such as Creative Commons. The Facts Sheet lists each item, its author and its license, and the Software credits them. Those licenses govern that content and prevail over this agreement. We add no terms and no restrictions to it: nothing in this agreement, including section 13, limits what its license lets you do with it.

15. Third-party components, and plug-ins you host

Open-source software. The Software includes open-source components. Each is licensed under its own license, as the notices that ship with the Software set out, and nothing in this agreement limits your rights under those licenses.

Plug-ins you host. Where the Software hosts plug-ins made by others, those plug-ins are licensed by their own makers. We do not promise that any particular plug-in will work with the Software, and we are not responsible for how a plug-in made by someone else behaves. A hosted plug-in runs inside the Software's own process, so one that crashes can take the Software down with it.

16. Plug-ins

Applies where the Software is supplied as a plug-in.

A host or a format is not a license. You may use the plug-in in every host and format we supply it in, on any computer section 6 allows.

A plug-in always loads, whatever the state of your license, and nothing about a license stops you opening, recalling or saving a session that uses it.

We keep a released plug-in's identity. Once a version of a plug-in is released, we keep its identifiers the same in later versions — its VST3 class identifier, and on macOS its Audio Unit type, subtype and manufacturer codes — so your sessions keep finding it.

17. Transfer

You may transfer a perpetual license to another person, by selling it or giving it away. The whole license moves: every version of it you hold, and any edition included with it under section 18, goes with it, and you keep nothing. Before you transfer, release your Activations. The new owner accepts this agreement, and we move the license to their Account when you ask us to.

Subscriptions, demos, trials, and any license we sell as educational or not for resale cannot be transferred.

Where the Software does not check a license, nothing technical stops you keeping a copy after you transfer it. But the license is no longer yours, so you must delete your copies.

18. Updates, the support period, and if we stop

Updates. A perpetual license includes every update we release for the Software, whatever its version number. A new edition that we sell as a separate product under its own name, such as the same name with a "2" added, is a separate purchase — unless you bought the Software within 30 days before that edition was released, in which case it is included. A subscription includes every edition released while it is paid.

Security updates. We provide security updates for each edition for five years from that edition's first release. The Support Period for the edition you buy, ending in a month and year, is shown before you buy. Security updates reach you as updates to the edition you bought, and they continue after a new edition is released, until the Support Period ends. On Mac computers with Intel processors, security support also depends on Apple continuing to update macOS for those computers, and cannot outlast Apple's own support.

If we stop. If we retire the Licensing Service, or stop trading, a version of the affected Software that needs no license check is published, so that what you have keeps working. This is arranged in advance and happens automatically, so it does not depend on our being able to do it at the time. Software that does not use the Licensing Service is unaffected.

19. Warranties

Per regime.

If you are a Consumer in the EU, the EEA or the UK, the Software must conform to this agreement and to what the law requires: it must be as described, fit for its purpose, and of the quality you can reasonably expect. If it is not, you have the legal remedies our refund policy describes, and nothing in this agreement limits them.

Everyone else: to the extent the law allows, the Software is provided "as is" and "as available", without warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement. If the Software does not work, the remedy we offer is the refund in our refund policy.

In Australia, our goods come with guarantees that cannot be excluded under the Australian Consumer Law; see section 22.

20. Liability

Per regime.

If you are a Consumer in the EU, the EEA or the UK, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this agreement or failing to use reasonable care and skill. We are not responsible for loss that was not foreseeable. We do not exclude or limit our liability where it would be unlawful to do so, including for death or personal injury caused by our negligence, for fraud, and for breach of your legal rights in relation to the Software.

Everyone else: to the extent the law allows, we are not liable for indirect, incidental, special or consequential loss, or for loss of profit or revenue, and our total liability to you is limited to the amount you paid for the Software in question. Our liability for lost data is limited to what you would have lost if you had kept regular backups. None of these limits applies to death or personal injury caused by our negligence, or to fraud.

In Australia, if you are a Consumer under the Australian Consumer Law, the limit above does not apply to the consumer guarantees; see section 22.

21. Intellectual property claims

If someone claims that the Software infringes their rights, we will look into it, and we may change the Software or replace the affected part to resolve the claim. We do not indemnify you against claims that the Software infringes anyone else's rights. Plug-ins and content made by others, which the Software can load, are their makers' responsibility. Nothing in this section limits your rights under section 22.

22. Your statutory rights

Per regime.

Nothing in this agreement limits a right you have under the consumer law of the country you live in that cannot be limited by agreement.

EU, EEA and UK. If you are a Consumer there, you have legal rights if the Software is faulty or not as described, and this agreement does not affect them. Your local consumer advice service can tell you more.

Australia. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

United States. Some states do not allow implied warranties to be excluded or liability to be limited, so parts of sections 19 and 20 may not apply to you.

23. Privacy

Our privacy policy explains what personal data we collect when you use the Software, the Licensing Service and our websites, and what we do with it. Where the Facts Sheet says a product uses the Licensing Service, the privacy policy describes everything that service sends.

24. Ending this agreement

This agreement lasts as long as your license: indefinitely for a perpetual license, and for as long as it is paid for a subscription.

It ends automatically if your purchase is canceled, refunded, reversed by a chargeback, or set aside, and when a subscription ends. It also ends for you when you transfer your license under section 17.

We may also end it if you seriously breach this agreement and do not put the breach right within 30 days of our telling you about it. Ending the agreement this way ends your license; it is not a further power to disable one remotely, which section 10 limits.

When it ends, you must stop using the Software and delete your copies, except as section 12 allows.

What survives: your rights in your Output (section 12), and sections 14, 19 to 22, 26, 28 and 30.

25. Changes to this agreement

We may publish new versions of this agreement. Your purchase stays governed by the version in force when you made it (section 4). A new version can only give you more rights for a purchase you have already made; anything that would give you fewer applies only to purchases made after it. We keep every version available at https://aphelion.music/legal.

26. Governing law and disputes

Per regime.

If you have a dispute with us, tell us about it in writing, by email or post to the addresses in section 1, and give us 30 days to try to resolve it with you before either of us starts an arbitration or a court case.

This agreement is governed by the law of the State of Georgia, without giving effect to any choice or conflict of law rule that would apply the law of another jurisdiction.

If you live in the United States, any dispute that is not resolved in those 30 days is resolved by binding individual arbitration, as follows.

YOU AND WE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THE SOFTWARE OR THIS AGREEMENT, THAT IS NOT RESOLVED UNDER THE FIRST PARAGRAPH OF THIS SECTION, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules, or its Commercial Arbitration Rules where you act for a business, and its Mass Arbitration Supplementary Rules (together, the "AAA Rules") then in effect, except as modified by this section 26. The AAA Rules are available at www.adr.org. The Federal Arbitration Act governs the interpretation and enforcement of this section 26.

The arbitrator has exclusive authority to resolve any dispute about the arbitrability or enforceability of this section 26, including any claim that it is unconscionable, void, voidable or otherwise invalid. The arbitrator may grant whatever relief would be available in court under law or in equity. Any award is final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Either you or we may instead take a claim to small-claims court, if it is within that court's jurisdiction. Any arbitration or small-claims proceeding is limited to your individual dispute.

Notwithstanding anything else in this section 26, we may seek injunctive or other equitable relief for any breach of this agreement by you in any court of competent jurisdiction.

You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION, OR OTHERWISE TO PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding. The arbitrator has no power to consider the enforceability of this class arbitration waiver, and any challenge to it may be raised only in a court of competent jurisdiction.

If any provision of this section 26 is found unenforceable, that provision will be severed and the rest of this section 26 enforced.

If you live anywhere else, or where arbitration does not apply, claims are brought in the state and federal courts located in Fulton County, Georgia, or in the United States District Court for the Northern District of Georgia, Atlanta Division.

If you are a Consumer in the EU, the EEA or the UK, you also have the protection of the mandatory law of the country you live in, and you may bring a claim in the courts where you live. If you are a Consumer in Australia, the Australian Consumer Law applies to you whatever this agreement says.

Outside the United States, you do not give up the right to join a class action.

27. Export and sanctions

You may not use, export or re-export the Software in breach of US or other applicable export control or sanctions laws, including to any country, region or person subject to US sanctions.

28. Feedback and shared content

Suggestions. We welcome your suggestions and ideas, on these terms. What you send us is not confidential. We have no obligation to review, answer, keep or pay for it. We may already be working on something similar, or may develop it independently. You give us a free, perpetual, irrevocable and worldwide license to use any intellectual property in it, without credit, and you waive any claim arising from our use of it.

This covers suggestions only. What you make with the Software — including presets, patches and brushes you share with others — stays yours (section 12), and we claim nothing in it.

29. Who may accept this agreement

You must be at least 16 — or older, where the law where you live requires it — and able to make a binding contract, to accept this agreement. If you accept it for an organization, you confirm that you are authorized to bind it (section 7).

30. General

If part of this agreement is invalid, the rest stays in force, and the invalid part is replaced by the valid provision closest to what it was meant to do.

Events beyond our control. We are not responsible for failing to do something because of an event we could not reasonably control.

Notices. We may send you notices by email to the address on your Account, or through the Software. You may send notices to us at the addresses in section 1.

Waiver. If we do not enforce a term straight away, we can still enforce it later.

Entire agreement. This agreement, the Facts Sheet and the documents listed in section 2 are the whole agreement between us about the Software.

Third parties. No one but you and us has rights under this agreement, except that the authors of open-source software and Open Content keep the rights their own licenses give them.

Language. This agreement is written in English. If it is translated, the English version governs, except where the law requires otherwise.