1.1 "Software" means the GreenEars audio plugin(s) you have downloaded or activated, in any plugin format, plus any updates, presets, documentation, or accompanying materials.

1.2 "License" means the limited rights granted to you under this EULA.

1.3 "Moonbase" means Moonbase Technologies (operator of the greenears.moonbase.sh storefront), which acts as merchant of record for paid transactions, with Stripe as the underlying payment processor.

1.4 "Activation" means the process by which the Software validates a license against the Moonbase license service.

1.5 "Beta Software" means any Software released without charge as a public or private beta, pre-release, alpha, or early-access build.

2.1 Subject to your compliance with this EULA, GreenEars grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to install and use the Software for your personal and/or commercial music production purposes, including producing, recording, performing, broadcasting, and distributing audio works that incorporate audio processed by the Software.

2.2 The Software is licensed, not sold. GreenEars retains all right, title, and interest in and to the Software, including all intellectual property rights.

2.3 ACTIVATIONS.

Unless otherwise specified at purchase or in your Moonbase account, you may activate the Software on a reasonable number of personal computers that you own or primarily control, consistent with the activation limit configured for your license in Moonbase. As a guideline for a single-user license, GreenEars intends to allow concurrent activation on multiple personal machines (for example a studio desktop and a laptop) provided only one instance is used at a time by you. The exact activation count is set per product in Moonbase and shown in your account.

2.4 BACKUP.

You may make one (1) archival backup copy of the installers for personal disaster-recovery purposes.

2.5 PRESETS.

Factory presets are licensed under this EULA. User presets you create are yours; you grant GreenEars a non-exclusive right to display anonymized preset usage statistics (telemetry) consistent with the Privacy Policy.

3.1 STANDARD LICENSE:

full personal + commercial use as described above.

3.2 NFR / EDUCATIONAL / PROMOTIONAL LICENSES:

licenses marked "NFR" (Not For Resale), "EDU", "Educational", "Promo", or "Complimentary" are for non-commercial evaluation, classroom, or demonstration use only and may not be used in commercial productions unless GreenEars expressly authorizes otherwise in writing or in the Moonbase product description.

3.3 BETA / PRE-RELEASE:

see Section 12.

4.1 You shall not, and shall not permit any third party to:

4.1.1 copy, reproduce, distribute, publish, transmit, sublicense, sell, rent, lease, lend, gift, transfer, time-share, or otherwise make the Software available to any third party, except as expressly permitted by this EULA;

4.1.2 modify, adapt, translate, or create derivative works of the Software;

4.1.3 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, file formats, or non-public APIs of the Software, EXCEPT to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. For Users in the European Union, European Economic Area, and United Kingdom, nothing in this Section limits your rights under Article 6 of Directive 2009/24/EC (or its national implementation) to perform decompilation strictly to achieve interoperability of an independently created program with the Software, where the information necessary for that interoperability is not otherwise readily available to you and the decompilation is confined to the parts of the Software necessary to achieve interoperability;

4.1.4 remove, obscure, or alter any copyright, trademark, license, or other proprietary notices;

4.1.5 circumvent, disable, or interfere with license enforcement, activation, anti-piracy, or copy-protection features (including PACE/iLok protection on AAX builds);

4.1.6 use the Software to develop, train, evaluate, fine-tune, benchmark, validate, or otherwise create or improve any competing audio plugin or audio-processing product, including by studying its user interface, its audio output, its parameter responses, or any information derived from it for purposes of cloning or replicating the Software or its characteristic sound;

4.1.7 use the Software, its audio output (in isolation as processing of test signals, sweeps, impulses, noise, or other content that is not your own creative work and where the characteristic sound of the Software is the subject of the recording), its user interface, its parameter behavior, or any artifact derived from it as training data, fine-tuning data, evaluation data, retrieval-augmented-generation (RAG) corpus, or any other input to any artificial intelligence, machine learning, neural network, or generative model, whether for your own use or for distribution. For clarity, your own music or audio productions that happen to be processed by the Software are yours to use as you wish, including in your own AI/ML pipelines; this Section prohibits the use of the Software ITSELF as a source of training signal for AI/ML systems;

4.1.8 publish or distribute audio output of the Software in a manner expressly marketed or labeled as a dataset, sample pack, or corpus intended for AI/ML training;

4.1.9 use the Software in any application where failure could result in personal injury, death, environmental damage, or other catastrophic harm, including life-support systems, nuclear facilities, aircraft navigation or control, weapons systems, emergency response, or any other "high-risk" application; or

4.1.10 use the Software in violation of any applicable law, regulation, or third-party right.

5.1 You may not transfer, sell, sublicense, or assign the Software or your license to any other person or entity.

5.2 GreenEars or Moonbase may, in their sole discretion and as an accommodation, permit re-issuance of a license to a new account holder in limited circumstances (for example, a verified ownership change with a written request). Any such re-issuance is at our discretion, may be subject to a fee, and is not a right.

6.1 GreenEars may, but is not obligated to, make updates, bug-fixes, or new versions of the Software available. Update availability is communicated through the Moonbase license validation response and through your Moonbase account.

6.2 Updates are licensed under this EULA unless they are accompanied by a separate or revised license agreement.

7.1 The Software is protected by United States copyright law and international treaties. GreenEars and its licensors own all intellectual property rights in the Software.

7.2 "GreenEars", "GreenEars Audio", the GreenEars logo, and all product names of GreenEars plugins are trademarks of GreenEars Audio LLC. No right to use these marks is granted under this EULA.

8.1 The Software contacts the Moonbase license service to validate your license. License validation transmits information about your device and environment, including a hashed device fingerprint, device hostname, operating system, CPU and memory information, DAW host name and format, plugin and JUCE version, and your source IP address as observed by the server.

8.2 The Software sends telemetry events to PostHog (US cloud) for product analytics, including events listed in our Privacy Policy such as plugin start/stop, editor open/close, license state, bucketed parameter adjustments, DSP and quality mode changes, A/B state, preset loads, quickstart and About interactions, feedback submissions, and a periodic host context sample that includes sample rate, host transport state, host BPM, input RMS, and the DAW track name when the host exposes it.

8.3 You may opt out of telemetry via Help > Analytics Settings in the plugin, which writes a setting to analytics.json in your user application data folder. As disclosed in the Privacy Policy, user-initiated feedback submissions are sent even when telemetry is otherwise opt-out, because they are the content of your message to us; if you do not wish to send a message, do not press the feedback Send button.

8.4 Additional details, lawful bases, your rights, and contact information are in PRIVACY_POLICY.txt.

9.1 If the Software is identified as beta, pre-release, alpha, or early-access, it is provided AS IS, WITHOUT WARRANTY OF ANY KIND, for evaluation purposes. It may contain bugs, may cause crashes or data loss, and may be discontinued at any time.

9.2 For Beta Software distributed without charge, basic telemetry (see Section 8) is mandatory for participation. You may stop using the Beta Software at any time by uninstalling it.

9.3 GreenEars may terminate any beta program at any time. Upon termination, you must cease use and uninstall the Beta Software.

10.3 GreenEars does not warrant that the Software will be uninterrupted, error-free, secure, compatible with every host or operating system, or that defects will be corrected.

12.1 You agree to defend, indemnify, and hold harmless GreenEars and its affiliates, members, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Software in violation of this EULA; (b) your violation of any law or third-party right; or (c) any content you submit to GreenEars (such as feedback).

13.1 This EULA is effective until terminated. It will terminate automatically without notice if you breach any of its terms.

13.2 You may terminate at any time by uninstalling the Software and destroying all copies in your possession.

13.3 GreenEars may terminate or suspend this EULA or your license for material breach, suspected piracy, suspected fraud, or chargeback, with notice where reasonable. Sections 4, 7, 8, 10, 11, 12, 13.4, 14, 15, 16, 17, 18, and 19 survive termination.

13.4 Upon termination, you must cease use, uninstall, and destroy all copies of the Software. License revocation does not entitle you to a refund except as provided in REFUND_POLICY.txt.

14.1 Where there is a reasonable, good-faith basis to suspect material breach of this EULA, GreenEars may, on reasonable prior written notice and no more than once in any 12-month period, request information from you sufficient to verify compliance, including the number and location of active installations. You agree to cooperate in good faith.

15.1 You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions (currently including Cuba, Iran, North Korea, Syria, and the so-called Donetsk, Luhansk, and Crimea regions of Ukraine) and are not on any U.S. government list of prohibited or restricted parties (including the OFAC SDN List, BIS Entity List, or Denied Persons List).

15.2 You will not export, re-export, or transfer the Software in violation of U.S. Export Administration Regulations (EAR) or sanctions administered by OFAC, or any analogous law of another jurisdiction.

16.1 GOVERNING LAW.

This EULA is governed by the laws of the State of Utah, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 VENUE FOR NON-ARBITRABLE MATTERS.

Subject to Section 16.3, the state and federal courts located in Utah County, Utah or Salt Lake County, Utah have exclusive jurisdiction over any dispute not subject to arbitration, and the parties consent to personal jurisdiction and venue there.

16.3 ARBITRATION (U.S. USERS).

If you reside in the United States, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE WILL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration will be conducted in English, seated in Salt Lake County, Utah, with remote/virtual participation available. Judgment on the award may be entered in any court of competent jurisdiction.

16.4 CLASS ACTION WAIVER.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding.

16.5 OPT-OUT.

You may opt out of Sections 16.3 and 16.4 by sending written notice to legal@greenearsaudio.com within thirty (30) days of first accepting this EULA, stating your name, the products covered, and an unambiguous statement that you opt out of arbitration and the class waiver.

16.6 SMALL CLAIMS AND INJUNCTIVE RELIEF.

Either party may bring an individual action in small claims court for qualifying disputes, and either party may seek injunctive or equitable relief in court to protect intellectual property rights.

16.7 NON-U.S. USERS.

If mandatory consumer law in your country of residence prohibits the choice-of-law, venue, arbitration, or class-waiver provisions above, those provisions do not apply to you to the extent prohibited, and you retain the protections of your local law.

17.1 The Software incorporates JUCE (audio framework, licensed under JUCE's commercial terms), and on AAX builds, PACE/iLok copy protection. Use of these components is governed by their respective notices included in the installer or About box. No right beyond the right to use them as integrated in the Software is granted to you.

18.1 The Software is "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. ss. 2.101 and 12.212. Government end users acquire only those rights granted to all other end users under this EULA.

19.1 ENTIRE AGREEMENT.

This EULA, together with the Privacy Policy, Terms and Conditions, Acceptable Use Policy, Refund Policy and any order documentation, constitutes the entire agreement between you and GreenEars regarding the Software and supersedes any prior agreements.

19.2 SEVERABILITY.

If any provision is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

19.3 NO WAIVER.

Failure by GreenEars to enforce any provision is not a waiver.

19.4 ASSIGNMENT.

You may not assign this EULA. GreenEars may assign it to an affiliate or successor in connection with a merger, acquisition, or sale of assets.

19.5 NO THIRD-PARTY BENEFICIARIES.

This EULA does not create any third-party beneficiary rights.

19.6 FORCE MAJEURE.

Neither party is liable for delays or failures caused by events beyond its reasonable control.

19.7 NOTICES.

Legal notices to GreenEars must be sent to legal@greenearsaudio.com. We may give notice to you via the email address associated with your Moonbase account or by posting in the Software.

19.8 LANGUAGE.

This EULA is drafted in English. Translations are provided for convenience; in case of conflict, the English version controls.