End User License Agreement

1. Definitions

For purposes of this Agreement, the following terms have the following meanings:

"Authorized User" means, with regard to each License purchased by Licensee: (a) solely the Licensee, or (b) in the event that the Licensee is a corporation, governmental organization, or other legal entity, a single individual designated by the Licensee.

"Documentation" means user manuals, technical manuals, and any other materials provided by INCE.IO LTD, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"License Fees" means the license fees, including all taxes thereon, paid by Licensee for the license granted under this Agreement.

"Order Form" means the order form filled out and submitted by or on behalf of Licensee through INCE.IO LTD's website, and accepted by INCE.IO LTD, for Licensee's purchase of the license for the Software granted under this Agreement. The receipt and confirmation email issued by INCE.IO LTD or its checkout provider constitute the Order Form.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

"Software" means the software programs for which Licensee is purchasing a license, as expressly set forth in the Order Form.

"Trial License" means a no-charge, time-limited license to the Software granted under Section 2(g), issued to a MAP Audio account and bound to a single computer.

"Content" means any audio samples, demo content, presets, impulse responses, or other media assets included with, bundled with, or provided for use with the Software by INCE.IO LTD (trading as "MAP Audio").

"Works" means audiovisual or audio-only productions created by the Licensee in which the Content and/or Software are used as part of a larger, combined production, including but not limited to music tracks, film, television, podcasts, video games, advertising, and multimedia.

"Third Party" means any Person other than Licensee or INCE.IO LTD.

2. License Grant and Scope

Subject to and conditioned upon Licensee's payment of the License Fees and strict compliance with this Agreement, INCE.IO LTD hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, perpetual license (subject to termination as set forth herein) to install and use the Software and Documentation, solely by and through the Authorized User, as follows:

(a) Installations. Licensee may download and install one (1) copy of the Software on up to three (3) computers owned or leased and controlled by Licensee. The license is single-seat: only the Authorized User may use the Software. Use by more than one individual (concurrently or otherwise) requires additional licenses.

(b) Use. Licensee may use and run the Software as properly installed in accordance with the Documentation, on the computer on which the Software is installed. The Authorized User may access the Software remotely (for example, via remote desktop or screen-sharing) provided the Software is running on a computer on which it is validly installed under Section 2(a) and no additional persons use the Software through such access.

(c) Documentation. Licensee may make one (1) copy of the Documentation per permitted installation solely to support the licensed use of the Software. All copies must include all proprietary notices.

(d) Transfer Between Machines. Licensee may move an installation from one computer to another, provided the number of active installations never exceeds the limit in Section 2(a). Licensee must uninstall prior installations when necessary to remain within that limit.

(e) Content License (Samples and Presets). Where the Software is delivered with Content, INCE.IO LTD grants to Licensee a worldwide, non-exclusive, royalty-free license to use, perform, reproduce, distribute, and communicate the Content solely as embedded in Works created by the Licensee. Licensee may not distribute, make available, sublicense, resell, or otherwise use the Content on a standalone basis or as part of any sound library, sample pack, preset pack, template, stem pack, or other content collection, whether paid or free.

(f) Backup Copies. Licensee may make one (1) archival copy of the Software and a reasonable number of backup copies solely for disaster recovery, provided such copies are not installed or used except to replace an inoperable copy and remain subject to this Agreement and all proprietary notices.

(g) Trial License. INCE.IO LTD may issue a Trial License for a product that offers one, and the payment condition stated at the head of this Section 2 does not apply to it. A Trial License runs for the term stated when it is issued, which is seven (7) days for PAM. Each account may hold one Trial License per product, and each computer may run one trial per product, so reinstalling the Software or signing up with a second email address does not start the term again. A Trial License permits installation on one (1) computer rather than the three permitted by Section 2(a). It expires at the end of its term without notice, and the Software then locks until Licensee activates a purchased license. MFX is licensed without a trial: the browser demo at map.audio/mfx is how Licensee evaluates it before purchase. Sections 3, 4, 5, 8, 11 and 12 apply to a Trial License in full, INCE.IO LTD owes no maintenance or support under Section 6 while a trial runs, and the Content license in Section 2(e) continues to cover Works the Licensee created during the trial.

3. Use Restrictions

Licensee shall not, and shall require its Authorized User not to, directly or indirectly:

(a) use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 2;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;

(c) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs, except that loading the Software as a plugin within a digital audio workstation (DAW) or other host application for its intended purpose is expressly permitted;

(d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

(e) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;

(f) except as expressly set forth in Section 2(a) and Section 2(c), copy the Software or Documentation, in whole or in part;

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(h) use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including: (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and (iv) military or aerospace applications, weapons systems, or environments;

(i) use the Software or Documentation in violation of any law, regulation, or rule; or

(j) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to INCE.IO LTD's commercial disadvantage.

(k) use the Software to provide shared, multi-tenant, or server-based access for multiple users (including time-sharing, service bureau, rental, or hosted services);

(l) distribute, sell, sublicense, share, or make available the Content on a standalone basis or as part of any sound library, sample pack, preset pack, template, stem pack, or similar collection, whether paid or free;

(m) use the Content or any derivative thereof for the purpose of training, developing, or improving any machine learning, artificial intelligence, or similar models or systems;

(n) include the Content as pre-installed or user-accessible sounds in hardware devices, toys, or embedded systems;

(o) circumvent, disable, or work around any license management, copy protection, or technical protection measures in the Software.

4. Responsibility for Use of Software

Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized User or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

5. Compliance Measures

(a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 3. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

(b) If any of the measures taken or implemented under this Section 5 determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then:

(i) INCE.IO LTD shall have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee; and

(ii) If INCE.IO LTD, in its sole discretion chooses not to terminate this Agreement pursuant to Section 5(b)(i), Licensee shall, within five (5) days following the date of INCE.IO LTD's written notification thereof, pay to INCE.IO LTD the retroactive License Fees for such excess use and obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the License Fees payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement).

INCE.IO LTD's remedies set forth in this Section 5 are cumulative and are in addition to, and not in lieu of, all other remedies INCE.IO LTD may have at law or in equity, whether under this Agreement or otherwise.

6. Maintenance and Support

(a) Subject to Section 6(c), the license granted hereunder entitles Licensee to the basic software maintenance and support services described from time to time on INCE.IO LTD's website located at https://map.audio.

(b) Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, "Updates") as INCE.IO LTD makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. INCE.IO LTD may develop and provide Updates in its sole discretion, and Licensee agrees that INCE.IO LTD has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that INCE.IO LTD may provide some or all Updates via download from a website designated by INCE.IO LTD and that Licensee's receipt thereof will require an internet connection, which connection is Licensee's sole responsibility. INCE.IO LTD has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that INCE.IO LTD may issue as a separate or new product, and INCE.IO LTD may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.

(c) INCE.IO LTD reserves the right to condition the provision of maintenance and support services, including all or any Updates, on Licensee's registration of the copy of Software for which support is requested. INCE.IO LTD has no obligation to provide maintenance and support services, including Updates: (i) for any but the most current version or release of the Software; (ii) for any copy of Software for which all previously issued Updates have not been installed; (iii) if Licensee is in breach under this Agreement; or (iv) for any Software that has been modified other than by or with the authorization of INCE.IO LTD, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation or expressly authorized by INCE.IO LTD in writing.

7. Collection and Use of Information

(a) Licensee acknowledges that INCE.IO LTD may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through: (i) the provision of maintenance and support services and (ii) security measures included in the Software as described in Section 5.

(b) Licensee agrees that INCE.IO LTD may use such information for any purpose related to any use of the Software by Licensee or on Licensee's equipment, including but not limited to: (i) improving the performance of the Software or developing Updates; and (ii) verifying Licensee's compliance with the terms of this Agreement and enforcing INCE.IO LTD's rights, including all Intellectual Property Rights in and to the Software.

8. Intellectual Property Rights

Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. INCE.IO LTD and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

9. Payment; Refunds

All License Fees are payable in advance in the manner set forth in the Order Form and are non-refundable, except as expressly set forth in INCE.IO LTD's refund policy located at https://map.audio/refund-policy at the time of purchase. Nothing in this Section 9 affects any statutory rights that the Licensee may have under applicable consumer protection law, including the UK Consumer Rights Act 2015.

10. Term and Termination

(a) This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein (the "Term").

(b) Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Software and Documentation.

(c) INCE.IO LTD may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ten (10) days after INCE.IO LTD provides written notice thereof.

(d) INCE.IO LTD may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

(e) Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Software and Documentation. No expiration or termination shall affect Licensee's obligation to pay all Licensee Fees that may have become due before such expiration or termination, or entitle Licensee to any refund. Nothing in this Section 10(e) affects any statutory rights that the Licensee may have under applicable consumer protection law.

(f) A Trial License expires at the end of its term without notice, and the license granted under Section 2(g) ends with it. This Agreement continues to govern any copy of the Software the Licensee keeps installed, and Licensee may activate a purchased license at any time.

11. Warranty Disclaimer

The Software and Documentation are provided to Licensee "as is" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, INCE.IO, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Software and Documentation, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, INCE.IO provides no warranty or undertaking, and makes no representation of any kind that the licensed Software will meet the Licensee's requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free, or that any errors or defects can or will be corrected.

12. Limitation of Liability

To the fullest extent permitted under applicable law:

(a) In no event will INCE.IO or its affiliates, or any of its or their respective licensors or service providers, be liable to Licensee or any Third Party for any use, interruption, delay, or inability to use the Software; lost revenues or profits; delays, interruption, or loss of services, business, or goodwill; loss or corruption of data; loss resulting from system or system service failure, malfunction, or shutdown; failure to accurately transfer, read, or transmit information; failure to update or provide correct information; system incompatibility or provision of incorrect compatibility information; or breaches in system security; or for any consequential, incidental, indirect, exemplary, special, or punitive damages, whether arising out of or in connection with this Agreement, breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not INCE.IO was advised of the possibility of such damages.

(b) In no event will INCE.IO's and its affiliates', including any of its or their respective licensors' and service providers', collective aggregate liability under or in connection with this Agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, exceed the total amount paid to INCE.IO pursuant to this Agreement for the Software that is the subject of the claim.

(c) The limitations set forth in Section 12(a) and Section 12(b) shall apply even if the Licensee's remedies under this Agreement fail of their essential purpose.

13. Export Regulation

The Software and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the US.

14. US Government Rights

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

15. Miscellaneous

(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of England and Wales without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the courts of England and Wales located in London, United Kingdom, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

(b) INCE.IO LTD will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee's equipment, loss and destruction of property, or any other circumstances or causes beyond INCE.IO LTD's reasonable control.

(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section 15(c)).

(d) This Agreement, together with the Order Form, constitutes the sole and entire agreement between Licensee and INCE.IO LTD with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without INCE.IO LTD's prior written consent, which consent INCE.IO LTD may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 15(e) is void. INCE.IO LTD may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(g) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i) Licensee acknowledges that activating its License to the Software will require an internet connection, which such connection is Licensee's sole responsibility.

(j) MAP Audio is a trading name and trademark of INCE.IO LTD.

16. Third-Party Licenses and Acknowledgements

(a) VST® is a trademark of Steinberg Media Technologies GmbH ("Steinberg"). This Software uses the VST 3 Software Development Kit provided by Steinberg under license. Use or distribution of this Software in binary form therefore remains subject to the terms of the Steinberg VST 3 License Agreement.

(b) This Software may include or link against third-party components that are distributed under their own licenses. Full license texts and copyright notices for these components are provided in the file "THIRD_PARTY_LICENSES.txt" located alongside this End-User License Agreement in your installation directory.