Shorthand Audio

End-User License Agreement

This is the End-User License Agreement ("EULA") presented when you install Verge. It's published here so you can read it before you buy. Your purchase transaction is governed separately by our Terms of Sale; where the two conflict on a matter of purchase or license scope, the Terms of Sale control.

This EULA is a legal agreement between you (either an individual or a single entity) and Shorthand Productions LLC, doing business as Shorthand Audio ("Shorthand Audio," "we," "us"), with regard to the copyrighted software provided with this EULA (the "SOFTWARE"). The SOFTWARE includes the computer software, associated media, and any printed or electronic documentation. By downloading, installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to these terms, do not download, install, copy, or use the SOFTWARE. The SOFTWARE is licensed, not sold.

1. License grant

Subject to your compliance with this EULA, Shorthand Audio grants you a perpetual, non-exclusive, non-transferable (except as provided in Section 7) license to install and use the SOFTWARE for your own personal or internal business purposes, including commercial music, audio, and audiovisual production. There is no additional royalty, license, or reporting obligation for any commercial work you create using the SOFTWARE — what you make with it is yours.

You may install and activate the SOFTWARE on up to the number of computers specified in the Terms of Sale for that product — for Verge, three (3) computers at a time — provided that you are the primary user of each. You may deactivate a computer from within the plugin to free that seat for another machine. You may also make a reasonable number of copies of the SOFTWARE solely for backup or archival purposes.

2. Trial version

Verge includes a time-limited trial that is fully functional and does not require a purchase or license key. Your use of the trial is governed by this EULA, except that the license granted for the trial is limited to the trial period and is for evaluation purposes. When the trial period expires, you must either purchase a license or cease using the SOFTWARE.

3. Updates

Your license includes all updates that Shorthand Audio releases within the same major version series at no additional cost — for a Verge 1.x license, that means every 1.x update. Updates are provided under the terms of this EULA unless accompanied by a separate license, in which case that license governs the update. Future major versions may be offered as paid upgrades. Shorthand Audio is not obligated to release any particular update.

4. Activation & license keys

The SOFTWARE uses license activation to enforce the seat limit in Section 1. Activation requires an internet connection and transmits your license key and a machine identifier to our licensing service. Your license key is personal to you: you may not share, publish, sell, or otherwise disclose it to any third party.

If Shorthand Audio ever discontinues the license activation service, we will make available a build of the SOFTWARE that does not require activation, or an equivalent means of continuing to use the SOFTWARE on the computers you have licensed, as described in the Terms of Sale.

5. Restrictions

Except as expressly permitted by this EULA or by applicable law that cannot be excluded by agreement, you may not:

6. Reverse engineering

You may not reverse engineer, decompile, or disassemble the SOFTWARE, or otherwise attempt to derive its source code, except to the extent that such a restriction is prohibited by applicable law. Nothing in this EULA limits any right you have under Articles 5(3) and 6 of Directive 2009/24/EC, or under equivalent national law, to observe, study, or test the functioning of the SOFTWARE, or to decompile it to the extent necessary to achieve interoperability with other software.

7. Transfer

You may not transfer your license to another person or entity without our prior written consent, which we will not unreasonably withhold. To request a transfer, contact support@shorthandaudio.com. Any permitted transfer must be of the license in its entirety — you must deactivate and delete all copies of the SOFTWARE from your own computers, and the recipient must agree to be bound by this EULA. Nothing in this Section limits any right of transfer or resale that applicable mandatory law grants you and that cannot be excluded by agreement.

8. Ownership & intellectual property

The SOFTWARE is licensed, not sold. No title to the intellectual property in the SOFTWARE is transferred to you. Title and full ownership rights to the SOFTWARE, including its source code, design, algorithms, presets supplied with it, and branding, remain the exclusive property of Shorthand Productions LLC. "Verge," the Shorthand Audio name, and the Shorthand Audio logo are trademarks of Shorthand Productions LLC. This EULA does not grant you any rights to the SOFTWARE beyond those expressly set out above; all other rights are reserved.

For the avoidance of doubt, Shorthand Audio claims no rights in, and asserts no license over, any audio, music, or other work you create using the SOFTWARE.

9. Third-party software

The SOFTWARE includes Monocypher, used under the following notice:

Copyright (c) 2017–2023, Loup Vaillant. Copyright (c) 2017–2019, Michael Savage. Copyright (c) 2017–2023, Fabio Scotoni. All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the conditions of the 2-clause BSD license are met. Monocypher is provided by its copyright holders "as is" and without warranty. The full license text is available at monocypher.org.

10. Term & termination

This EULA is effective until terminated. Your license terminates automatically if you materially breach any term of this EULA and, where the breach is capable of cure, fail to cure it within thirty (30) days of our written notice to you. On termination, you must cease all use of the SOFTWARE, deactivate your license, and delete all copies in your possession. Sections 8 and 11 through 17 survive termination. Termination is not our exclusive remedy.

11. Privacy

Our handling of the license, activation, and support data described in this EULA is set out in our Privacy Policy.

12. Disclaimer of warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. SHORTHAND AUDIO DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE COMPATIBLE WITH ANY PARTICULAR HOST APPLICATION, OPERATING SYSTEM, OR HARDWARE CONFIGURATION, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

AUDIO SOFTWARE RUNS INSIDE HOST APPLICATIONS THAT SHORTHAND AUDIO DOES NOT CONTROL. THE SOFTWARE MAY CONTAIN BUGS AND MAY PRODUCE UNEXPECTED RESULTS, INCLUDING AUDIO GLITCHES, HOST APPLICATION INSTABILITY OR CRASHES, AND LOSS OF UNSAVED WORK. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. ALWAYS SAVE AND BACK UP YOUR PROJECTS.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SHORTHAND PRODUCTIONS LLC OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA OR RECORDINGS, OR COST OF SUBSTITUTE SOFTWARE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SHORTHAND AUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, SHORTHAND PRODUCTIONS LLC'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS EULA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE SOFTWARE.

14. Your statutory rights

Nothing in this EULA excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. Some jurisdictions do not allow the exclusion of implied warranties or the limitation of incidental or consequential damages, so some of the limitations in Sections 12 and 13 may not apply to you. If you are a consumer, you have statutory rights under the law of your country of residence that this EULA does not affect, and this EULA does not deprive you of the protection of any mandatory provision of that law.

15. Feedback

Any feedback, bug reports, or suggestions you choose to provide about the SOFTWARE may be used by Shorthand Audio without restriction, attribution, or compensation. You are under no obligation to provide feedback.

16. Export control & sanctions

You represent that you are not located in, or a national or resident of, any country or region subject to a comprehensive U.S. government embargo, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export control and economic sanctions laws in your use of the SOFTWARE.

17. U.S. Government end users

The SOFTWARE is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. U.S. Government end users acquire the SOFTWARE with only those rights set forth in this EULA.

18. Governing law & disputes

This EULA is governed by the laws of the State of Tennessee, USA, without regard to its conflict-of-law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or relating to this EULA shall be brought exclusively in the state or federal courts located in Tennessee, and you consent to the personal jurisdiction of those courts. Either party may instead bring an individual claim in small claims court. If you are a consumer, this Section does not deprive you of the protection of any mandatory provision of the law of your country of habitual residence.

19. General

If any provision of this EULA is held unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of it. This EULA, together with the Terms of Sale and the Privacy Policy referenced above, is the entire agreement between you and Shorthand Audio regarding the SOFTWARE, and supersedes any prior agreement, including any beta or pre-release license agreement covering earlier builds. We may assign this EULA in connection with a merger, acquisition, or sale of assets.

20. Contact

Shorthand Productions LLC (dba Shorthand Audio) — support@shorthandaudio.com