Effective from: 5th June 2026
This Vercidium Audio End User Licence Agreement ("Agreement", or "EULA") is between Vercidium Pty Ltd ABN 19 651 128 460 of Suite 318, 20-40 Meagher Street, Chippendale NSW 2008, Australia ("Vercidium") and the person or entity that accepts it ("Licensee", "you" or "your").
By downloading, installing, copying, accessing or using Vercidium Audio, selecting a checkbox or button indicating that you have read and agree to this Agreement or completing an order for a Commercial Licence, you agree to be bound by this Agreement.
If you do not wish to be bound by this Agreement, you must not download, install, access or use Vercidium Audio.
Vercidium Audio is licensed, not sold. All rights not expressly granted are reserved to Vercidium and its licensors. No licence is granted by implication or otherwise.
1.1This Agreement governs all access to and use of Vercidium Audio from the moment it is first downloaded, installed, copied, accessed or used, including all evaluation, development and Non-Commercial Use.
1.2If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind that employer or entity to this Agreement, and you accept this Agreement on its behalf and "you", "Licensee" and "your" refer to that employer or entity. If you accept this Agreement using an email address owned, managed or controlled by your employer or another entity, you are deemed to represent that employer or entity, your acceptance binds it, and "you", "Licensee" and "your" refer to it.
1.3You represent and warrant that you are at least 18 years of age, or that you have the consent of a parent, guardian or other authorised adult who agrees to be bound by this Agreement on your behalf. Vercidium Audio is not intended for commercial use by children. Children may not access or use Vercidium Audio unless their use is directly authorised and supervised by their parent, guardian or another authorised adult (such as a teacher or educational institution) who agrees to be bound by this Agreement. By allowing a child to use Vercidium Audio, you agree to be bound by this Agreement and "you", "Licensee" and "your" refer to you for the purposes of that child's use of Vercidium Audio. For purposes of this Agreement, a child is a person under the age of 13 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located).
2.1Subject to this Agreement, and provided you are not in breach of it, Vercidium grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide, perpetual licence to install and use Vercidium Audio solely for a Permitted Non-Commercial Use, and for no other purpose ("Non-Commercial Licence"). No Fee is payable for the Non-Commercial Licence. Where you are an entity, you may permit your and your Affiliates' employees, and any contractor engaged in the development of a Game or Application who is bound by written confidentiality obligations no less protective than this Agreement, to access and use Vercidium Audio for your benefit and solely for the permitted purpose (each, an "Authorised User"). You are responsible for each Authorised User's compliance with this Agreement, and any act or omission of an Authorised User that would breach this Agreement if done by you is your breach.
2.2The Non-Commercial Licence does not permit any Commercial Use of Vercidium Audio. Any Commercial Use requires you first to acquire a Commercial Licence.
2.3"Permitted Non-Commercial Use" means the following uses, and no others, in each case provided the use is not a Commercial Use:
(a)personal hobby projects: developing, building and privately distributing a game, audio project or other interactive software project as a personal hobby, where there is no Commercial Use of, and no intention to derive revenue from, the project;
(b)education and research: use by a student for coursework or supervised research, or by a teacher, lecturer or researcher for teaching, demonstration or non-commercial academic research;
(c)development, prototyping and evaluation: use by any person to evaluate Vercidium Audio, and to develop, prototype, integration-test, debug and assess a project, provided the project is not commercially published or put to any Commercial Use while operating under this Non-Commercial Licence; you may develop a project that you intend ultimately to publish commercially, provided you acquire a Commercial Licence before any Commercial Use;
(d)game jams and competitions: use in a project submitted to a bona fide non-commercial game jam, hackathon or similar competition, provided the submission itself is not a Commercial Use and any subsequent Commercial Use requires a Commercial Licence first; or
(e)portfolio and pitch use: inclusion of a project incorporating Vercidium Audio in your portfolio, demo reel or pitch materials, provided no Commercial Use of the project itself takes place.
Where a use could fall within both a Permitted Non-Commercial Use and a Commercial Use, it is treated as a Commercial Use and is not permitted under this Non-Commercial Licence.
2.4When using Vercidium Audio under this Non-Commercial Licence, you must not:
(a)distribute Vercidium Audio, or any part of it, to any other person, except as embedded in, and shipped as part of, an integrated build of a project developed by you for a Permitted Non-Commercial Use;
(b)permit any person other than you and, where you are an entity, your Authorised Users, to use Vercidium Audio under this Non-Commercial Licence; or
(c)use Vercidium Audio in any project that is owned, controlled or directed by any person who is not entitled to use Vercidium Audio under this Non-Commercial Licence.
2.5Vercidium may modify, limit or discontinue the Non-Commercial Licence, including the features available under this Non-Commercial Licence, at any time in Vercidium's absolute discretion, without liability to you. Vercidium is not obliged to provide any support, maintenance, training or professional services under this Non-Commercial Licence. Any support or assistance Vercidium chooses to make available to non-commercial users (for example, through public GitHub issues or community channels) is provided on a community basis only, without any service-level commitment or other guarantee and as otherwise provided in the Support Policy.
2.6In addition to clause 12, Vercidium may terminate this Non-Commercial Licence at any time by notice to you, on which you must cease all use of Vercidium Audio under it and delete or destroy all copies of Vercidium Audio in your possession or control. The survival of released Games or Applications provision in clause 12 does not apply to use under this Non-Commercial Licence.
3.1You must hold a valid Commercial Licence for a Game or Application before any Commercial Use of that Game or Application. Each Commercial Licence is granted on a per Game or Application basis. A licence for a Game or Application covers the multi-platform release of that one Game or Application. A sequel, prequel, spin-off, remake, remaster, standalone expansion or other separate game or application is a separate Game or Application and requires a separate licence. Patches, updates and downloadable content (whether free or paid) released as part of, and under the same title as, a Game or Application are covered by that Game or Application's licence. A separately sold product is a separate Game or Application.
3.2"Commercial Use" means any use of Vercidium Audio, or of any Game or Application incorporating Vercidium Audio, that involves or is associated with any of the following, regardless of whether any revenue or profit is actually generated or benefit actually derived and regardless of how the relevant revenue, profit or benefit is characterised:
(a)the sale, licensing, rental, leasing or other supply of any Game or Application, or of any access to or feature of any Game or Application, for monetary or other consideration;
(b)any in-application or in-game monetisation of any kind, including in-application purchases, microtransactions, paid downloadable content, paid expansions, season passes, battle passes, loot boxes, paid cosmetics, paid currency, paid levels, paid soundtracks or any other paid in-game content or feature;
(c)the inclusion in any Game or Application of advertising of any kind (including in-application, interstitial, rewarded-video, sponsored content, product placement or affiliate links), or any other arrangement under which revenue or consideration is derived from advertising in or in association with the Game or Application;
(d)the receipt of any subscription, recurring fee or other periodic payment in connection with access to or use of any Game or Application, or where the Game or Application is offered as a benefit of or in association with such a subscription or fee;
(e)the receipt of any crowdfunding contribution (including through Kickstarter, Indiegogo, GoFundMe or any analogous or successor platform) where the Game or Application, or any access to or right relating to it, is offered to contributors as a reward, tier benefit, stretch goal or other inducement;
(f)the receipt of any patronage, donation, tip or other payment (including through Patreon, Ko-fi, Buy Me A Coffee, YouTube Memberships, Twitch Subscriptions, Twitch Bits or any analogous or successor platform) in respect of, or otherwise relating to, your development of, work on or distribution of any Game or Application, or your game development activities generally;
(g)the publication, distribution or other release of any Game or Application on or through any console platform (including PlayStation, Xbox, Nintendo Switch or Steam Deck), any mobile or general-purpose application store (including the Apple App Store, Google Play, the Amazon Appstore, Samsung Galaxy Store, Huawei AppGallery or the Epic Games Store), any subscription games service (including PlayStation Plus, Xbox Game Pass, Nintendo Switch Online, Apple Arcade and Google Play Pass), or any general-purpose digital storefront where the operator charges any commission, revenue share, listing fee or other consideration (including Steam, GOG, and paid releases on Itch.io or the Epic Games Store), in each case regardless of whether any fee is charged to end users for the Game or Application itself, on the basis that publication or distribution through any such platform or storefront is commercial in substance;
(h)the use of any Game or Application, or of any reference to any Game or Application or to Vercidium Audio, to promote, market, advertise, generate leads for or otherwise commercially benefit any product, service, brand or activity of yours or any third party;
(i)the receipt of any payment, payment-in-kind or other consideration (including value from a barter, exchange, sponsorship, services-for-equity or revenue-share arrangement) by you or any related person, directly or indirectly, in connection with any Game or Application; or
(j)any other use that is, in substance, commercial in nature, having regard to all the circumstances.
3.3For the avoidance of doubt, and provided no other Commercial Use is occurring, the following are not, of themselves, Commercial Uses:
(a)a patronage account operated by you that is wholly unrelated to your game development activities and to any Game or Application;
(b)the publication of free, non-monetised gameplay videos, streams or screenshots of a Game or Application by you, where you do not receive monetisation revenue from those publications; or
(c)the publication of a Game or Application on Itch.io or a similar storefront as a wholly free download without any monetisation, where the storefront does not charge you any commission or revenue share.
3.4A Game or Application used under the Non-Commercial Licence that later involves any Commercial Use requires a Commercial Licence to be obtained before that Commercial Use begins, including before any Publication of the Game or Application to a console or mobile application store;
3.5The applicable Commercial Licence you may obtain in accordance with this Agreement is determined by reference to your Annual Revenue at the time of purchase of the Commercial Licence as follows:
| Annual Revenue at the time of purchase | Commercial Licence |
|---|---|
| Below A$500,000 | Indie Licence |
| A$500,000 or more | Studio Licence |
3.6Despite the Annual Revenue thresholds above, if you require access to the source code of Vercidium Audio you must obtain a Studio Licence, regardless of your Annual Revenue. Source code access is available only under the Studio Licence and on the terms of the Studio Licence Terms.
3.7The later commercial performance of a Game or Application for which you validly hold a licence does not require you to obtain a different licence for that Game or Application, and does not entitle you to any refund, credit or change of licence tier.
3.8When you obtain a Commercial Licence, you warrant that the tier of Commercial Licence you obtain is the correct tier for your Annual Revenue as at the time of purchase, determined in accordance with this clause. You are taken to give this warranty each time you obtain a Commercial Licence.
3.9If you make any Commercial Use of a Game or Application without holding a Commercial Licence for it then, without limiting any other right or remedy of Vercidium, Vercidium may recover from you, as a debt due and payable, the Fee that would have applied for the Commercial Licence required for that Commercial Use (calculated as at the date of the first such Commercial Use), and may require you to obtain that licence in respect of the prior Commercial Use. You must immediately cease all Commercial Use of, and distribution of, the Game or Application incorporating Vercidium Audio unless and until you obtain the Commercial Licence required under this Agreement.
3.10If you hold a Commercial Licence for a Game or Application but it is not the correct tier for your Annual Revenue as at the time of purchase (including where the warranty above was untrue or misleading when given), then, without limiting any other right or remedy of Vercidium, Vercidium may recover from you, as a debt due and payable, the difference between the Fee you paid and the Fee that would have applied for the correct tier (calculated as at the time of purchase), and may treat that Commercial Licence as void from the outset, in which case you must immediately cease all Commercial Use of, and distribution of, the Game or Application incorporating Vercidium Audio unless and until you obtain the Commercial Licence required under this Agreement. Vercidium is not entitled to recover the same amount more than once in respect of the same Commercial Use.
3.11The Indie Licence Terms and the Studio Licence Terms (each, "Additional Terms") set out the further terms applying to the relevant Commercial Licence, and are published by Vercidium and incorporated into this Agreement by reference. When you acquire a Commercial Licence, the applicable Additional Terms form part of this Agreement between you and Vercidium and apply in addition to the body of this Agreement. To the extent of any inconsistency in respect of a Commercial Licence, the applicable Additional Terms prevail over the body of this Agreement, and any executed Order Form prevails over the Additional Terms and the body of this Agreement, in each case for the Game or Application it covers.
3.12You are solely responsible for determining and holding the correct licence for your use of Vercidium Audio (including in respect of both Non-Commercial Use and Commercial Use) in accordance with this Agreement and any Additional Terms. Any FAQ or other information Vercidium may publish or make available from time to time, including in relation to licensing, is provided for guidance only and is not a substitute for and does not form part of this Agreement.
4.1Unless otherwise provided for under the Additional Terms, Vercidium is under no obligation to provide any Update. Updates are provided at Vercidium's discretion, and Vercidium may at any time add, change, deprecate, discontinue or remove any feature or part of Vercidium Audio, without liability for any consequence of doing so. Unless accompanied by separate terms, an Update forms part of Vercidium Audio and is governed by this Agreement, and your continued use after installing an Update constitutes acceptance of any changes.
5.1You must not, and must not permit or enable any other person to:
(a)use Vercidium Audio other than as expressly permitted by this Agreement and any applicable Additional Terms;
(b)rent, lease, lend, sell, sublicense, distribute, assign or otherwise make Vercidium Audio, or any library, binary, file or component of it, available to any other person, except embedded within, and as an integral part of, a compiled Game or Application build;
(c)extract, separate, repackage, publish or otherwise make Vercidium Audio, or any library, binary, file or component of it, available as a standalone file or in any form outside an integrated, compiled Game or Application build;
(d)incorporate or distribute Vercidium Audio as part of, or as a feature of, any game engine, audio engine, middleware, software development kit, plugin, library, tool or other product whose purpose or effect is to enable any other person to develop, build or create their own competing products or which product would otherwise require a Commercial Licence;
(e)copy, modify, adapt, translate or create derivative works of Vercidium Audio, except as otherwise expressly permitted under any applicable Additional Terms;
(f)disassemble, decompile or otherwise reverse engineer, or attempt by any other means to derive, obtain or reconstruct the source code, algorithms, structure or non-public interfaces of, Vercidium Audio, except as otherwise expressly permitted under any applicable Additional Terms;
(g)use Vercidium Audio, any output or artefact of it, or any knowledge of its operation, to develop, train, support or commercialise any product or service that is similar to or competitive with Vercidium Audio, including any other raytraced, spatial, geometric or acoustic-simulation audio product, or to train, develop or improve any artificial intelligence or machine learning model;
(h)publish or disclose to any third party the results of any benchmark, performance or comparative testing of Vercidium Audio that is Confidential Information of Vercidium, without Vercidium's prior written consent;
(i)bypass, disable, circumvent or interfere with any technical limitation, security, encryption, licensing or authentication mechanism in Vercidium Audio, or use Vercidium Audio in excess of the entitlements of your licence tier;
(j)remove, obscure or alter, or fail to reproduce, any proprietary, copyright, trademark or other notice in or accompanying Vercidium Audio;
(k)challenge, or assist any other person to challenge, Vercidium's ownership or the validity of Vercidium Audio or any Intellectual Property Rights in it;
(l)engage in any Commercial Use of a Game or Application, or Publish a Game or Application that constitutes Commercial Use, without first holding and maintaining a valid Commercial Licence for that Game or Application; or
(m)use Vercidium Audio in breach of any applicable law, or in any manner that infringes the rights of any person.
5.2You use Vercidium Audio in any application where its use or failure could result in death, personal injury, or severe physical, environmental or property damage (a "Critical Application") entirely at your own risk, and Vercidium has no liability arising from or in connection with any use of Vercidium Audio in a Critical Application.
5.3You must notify Vercidium in writing promptly after becoming aware of any actual or suspected unauthorised access to, possession of, or use of Vercidium Audio, and must take the steps Vercidium reasonably requires in relation to it.
6.1Vercidium and its licensors retain all right, title and interest, including all Intellectual Property Rights, in and to Vercidium Audio, including all source code, object code, library files, sample code, algorithms, methods, designs, documentation and all modifications, enhancements, derivative works and Updates of it, however and by whomever created. You acquire no right, title or interest in Vercidium Audio other than the limited licence expressly granted. Unless otherwise expressly provided for in any Additional Terms, this Agreement grants you no right to use Vercidium's name, logos or trade marks.
6.2Unless otherwise provided for under any Additional Terms, as between you and Vercidium you retain ownership of your Game or Application, other than Vercidium Audio and any of Vercidium's Intellectual Property Rights embedded in or accompanying it.
6.3You may, but need not, provide Feedback. Feedback, even if designated confidential, creates no confidentiality or other obligation for Vercidium. You grant Vercidium a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable licence to use, reproduce, modify, distribute, commercialise and otherwise exploit the Feedback for any purpose, without restriction or compensation to you.
6.4Vercidium Audio may include, incorporate, operate with or be distributed with Third Party Materials, ownership of which remains with their owners and use of which is subject to the applicable third-party terms. Where this Agreement conflicts with an Open Source Licence in respect of the relevant Third Party Materials, that Open Source Licence prevails to the extent of the conflict.
6.5You grant Vercidium a non-exclusive, worldwide, royalty-free licence to identify you as a Vercidium Audio licensee and to reference the name of, and use screenshots, trailers and logos of, a Game or Application that you have Published incorporating Vercidium Audio, in Vercidium's marketing and promotional materials, without the need for separate consent. Vercidium will comply with your reasonable written brand guidelines notified to it. You may opt out of this clause by written notice to Vercidium, effective at the time that written notice is given.
6.6Unless otherwise provided under any Additional Terms, you are required to display any credit, attribution or logo in respect of Vercidium Audio in any Game or Application as Vercidium directs from time to time including, but not limited by, displaying the Vercidium Audio logo, a "Powered by Vercidium Audio" splash screen or similar in your credits and/or documentation. You must use the logo and any such notice in the form made available by Vercidium and in accordance with any brand guidelines Vercidium notifies to you.
7.1You acknowledge the Privacy Policy, which governs Vercidium's handling of personal information.
8.1The recipient of any Confidential Information of Vercidium must keep it confidential, must not disclose it to any other person, and must use it only to the extent authorised by this Agreement in the exercise of its rights and performance of its obligations under this Agreement. The recipient must take all reasonable precautions to prevent unauthorised disclosure or use, and must notify the discloser promptly of any unauthorised disclosure or use of which it becomes aware.
8.2These obligations do not apply to information that is or becomes public other than through the recipient's breach, that the recipient lawfully held without obligation of confidence before disclosure, or that the recipient is required to disclose by law, provided that, where lawful, the recipient gives the discloser prior notice and a reasonable opportunity to seek injunctive relief or other protective order.
9.1To the maximum extent permitted by law, and subject to clause 9.3, Vercidium Audio is provided "as is" and "as available", and Vercidium disclaims all warranties, conditions and representations of any kind, whether express, implied, statutory or otherwise, including any implied warranties or guarantees of merchantability, acceptable quality, fitness for a particular purpose, title or non-infringement. Vercidium does not warrant that Vercidium Audio will meet your requirements, operate uninterrupted, securely or error-free, be compatible with any environment, be free of harmful code, or achieve any particular result.
9.2You are solely responsible for determining whether Vercidium Audio is suitable for your intended use (including testing your integration of it and the operation, quality assurance and distribution of your Game or Application), for assessing and managing the risks of that use, and for backing up your data and systems. Any Third Party Materials are provided "as is" and any warranty concerning them is a matter between you and their owner.
9.3Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy you may have under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other law that cannot lawfully be excluded ("Non-Excludable Rights"). To the extent Vercidium is able to limit the remedies available for breach of a Non-Excludable Right in respect of goods or services not ordinarily acquired for personal, domestic or household use, its liability is limited, at its option: (a) for goods, to replacement or repair of the goods, supply of equivalent goods, or payment of the cost of any of these; and (b) for services, to resupply of the services or payment of the cost of resupply.
10.1To the maximum extent permitted by law, and subject to clause 9.3, Vercidium is not liable, under or in connection with this Agreement or Vercidium Audio, whether in contract, tort (including negligence), under statute or otherwise, for any loss of profit, revenue, business, goodwill, anticipated savings or opportunity, for any loss, corruption or breach of data, for any business interruption, or for any indirect, special, incidental, consequential or punitive loss, in each case howsoever arising and whether or not Vercidium was aware of or could have or should have anticipated or foreseen the possibility of the loss.
10.2To the maximum extent permitted by law, and subject to clause 9.3, Vercidium's total aggregate liability arising out of or in connection with this Agreement and Vercidium Audio does not exceed the cap specified in the applicable Additional Terms or, for use under the Non-Commercial Licence or where no other cap applies, A$100. Where you hold licences under more than one tier, the cap applicable to a claim is the cap for the tier under which the licence giving rise to the claim is held.
10.3Vercidium has no obligation under this Agreement to provide any maintenance, support or other services except to the extent expressly provided for in this Agreement or any Additional Terms. You are solely responsible for backing up your systems and data and for taking all measures to prevent file or data loss.
10.4The exclusions and limitations in this clause apply to the maximum extent permitted by law and survive termination of this Agreement. This clause does not exclude liability that cannot be excluded under Non-Excludable Rights.
11.1You must defend, indemnify and hold harmless Vercidium and its officers, employees, contractors and agents from and against all claims, losses, liabilities, damages, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:
(a)your use of Vercidium Audio outside the scope of, or in breach of, this Agreement;
(b)any Commercial Use or Publication of a Game or Application without a required licence;
(c)your Game or Application, including any claim that your Game or Application infringes the rights of any person, other than to the extent the claim arises from Vercidium Audio as supplied by Vercidium; and
(d)your breach of any applicable law in connection with Vercidium Audio or your Game or Application.
11.2You acknowledge that damages will be an inadequate remedy for breach of clause 5 (Restrictions) or clause 8 (Confidentiality) and that Vercidium is entitled to seek injunctive relief and specific performance, in addition to any other remedy. You must reimburse Vercidium for all costs and expenses (including legal costs on a full indemnity basis) incurred in enforcing this Agreement.
12.1This Agreement commences when you first accept it (including by downloading Vercidium Audio) and continues until terminated. A paid licence for a Game or Application is perpetual for that Game or Application, subject to termination under this clause.
12.2Vercidium may terminate this Agreement or any licence under it immediately on notice if you breach a material term and, where the breach is capable of remedy, fail to remedy it within seven (7) days after notice. Vercidium may terminate immediately, without the opportunity to remedy, for any breach of clause 5 (Restrictions) or clause 8 (Confidentiality).
12.3On termination, subject to clause 12.4 the licences granted to you cease and you must stop using Vercidium Audio under the terminated licence and, on request, delete or destroy all copies of Vercidium Audio in your possession or control.
12.4Except where this Agreement is terminated for your breach of clause 5 (Restrictions) or for infringement of Vercidium's Intellectual Property Rights, termination does not require you to recall a Game or Application that was lawfully Published under a valid paid licence for that Game or Application before termination, and you may continue to distribute and support that Game or Application (incorporating Vercidium Audio as embedded) in the form in which it was Published as at termination. Where termination is for your breach of clause 5 (Restrictions) or for infringement of Vercidium's Intellectual Property Rights, you must also cease distribution of the affected Game or Application to the extent Vercidium directs. This clause does not apply to use under the Non-Commercial Licence.
12.5The following clauses survive termination: clause 5 (Restrictions), clause 6 (Intellectual Property), clause 8 (Confidentiality), clause 9 (No Warranty), clause 10 (Limitation of Liability), clause 11 (Indemnity), this clause 12 (Term and Termination), clause 13 (General) and any provision (including any provision of the Additional Terms) expressed to survive termination.
13.1Governing law, jurisdiction and venue. This Agreement is governed by the laws of New South Wales, Australia and the parties submit to the exclusive jurisdiction of the Courts of New South Wales, Australia and any Courts hearing appeals from those Courts. This Agreement will be governed by such laws without regard to conflicts of laws provisions. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.
13.2Assignment. You may not assign, transfer or novate this Agreement or any licence under it without Vercidium's prior written consent. Vercidium may assign, transfer or novate any of its rights or obligations under this Agreement in its absolute discretion without your consent.
13.3Entire agreement. This Agreement, including any applicable Additional Terms and any applicable Order Form, is the entire agreement of the parties on its subject matter and supersedes all prior representations, communications and agreements.
13.4Amendments. Vercidium may amend this Agreement and the Additional Terms, by publishing the amended document on its website, with effect from the date published. An amendment does not apply to a paid licence already granted for a Game or Application, which continues to be governed by the version of this Agreement and the applicable Additional Terms in force when that licence was purchased, except for changes required by law or reasonably necessary for security or the continued operation of Vercidium Audio.
13.5Waiver. The non-exercise of, or delay in exercising, a right does not operate as a waiver, and a single exercise does not preclude further exercise. A waiver must be in writing and signed by the party to be bound.
13.6Force majeure. Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control.
13.7Relationship. The parties are independently contracting counterparties and nothing in this Agreement creates any partnership, agency, joint venture or employment relationship.
13.8Severability. A provision of this Agreement that is invalid or unenforceable in a jurisdiction is to be read down for that jurisdiction if possible, or otherwise severed to the extent of the invalidity or unenforceability, without affecting the remainder.
13.9GST. Unless otherwise expressly provided, all amounts payable under this Agreement are exclusive of GST. If GST is payable on a supply made under this Agreement, the recipient of the supply must pay to the supplier, in addition to the consideration for that supply, the amount of that GST, subject to the recipient receiving a valid tax invoice.
13.10Compliance with laws and export controls. You must comply, and ensure that each end user of a Game or Application complies, with all applicable laws in connection with the use and distribution of Vercidium Audio, including export control and trade sanctions laws. You must not export, re-export or transfer Vercidium Audio to any person or territory subject to a relevant sanction or embargo.
13.11Notices and electronic acceptance. Notices to Vercidium may be sent to the address below or to an email address Vercidium publishes for the purpose. Vercidium may give notice to you by email to the address associated with your acceptance or purchase, or by posting on its website. Notices may be given, and this Agreement accepted, electronically (and where it is executed, it may be executed in counterparts including by electronic signature).
Vercidium Pty Ltd
Suite 318, 20-40 Meagher Street
Chippendale NSW 2008, Australia
Email: #vercidium email address for notices
14.1Definitions. In this agreement:
Additional Terms means the Indie Licence Terms, the Studio Licence Terms and any further or other product terms as published by Vercidium from time to time and incorporated by reference into this Agreement under clause 3.11;
Affiliate means, in relation to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, that entity, where "control" means the ownership of more than 50% of the voting securities or the power to direct the management or policies of an entity, whether through ownership, contractually or otherwise;
Agreement means this Vercidium Audio End User Licence Agreement, including any applicable Additional Terms and any Order Form;
Annual Revenue means the total gross revenue (that is, revenue before the deduction of any expenses, taxes, platform fees, refunds or chargebacks) generated by the Licensee together with all of its Affiliates, from all sources, during the most recently completed 12-month financial period preceding the relevant time, expressed or converted into Australian dollars at the average exchange rate published by the Reserve Bank of Australia for that period;
Application means a software application (other than a Game) developed by or for the Licensee in which Vercidium Audio is incorporated, including its releases across multiple platforms and including patches, updates and downloadable content released under the same title, but excluding any standalone expansion or other separate game or application (each of which is a separate Game or Application);
Authorised User means the persons described in clause 2 whom the Licensee may permit to use Vercidium Audio;
Commercial Licence means a paid Commercial Use licence granted in accordance with applicable Additional Terms as described in clause 3;
Commercial Use means the Commercial Use described in clause 3;
Confidential Information means the non-public information of a party, including (for Vercidium) the non-public source code, technical information, performance characteristics and internal interfaces of Vercidium Audio, and any information that should reasonably be understood to be confidential and as extended under any applicable Additional Terms;
Documentation means the user guides, API references, integration guides and other materials made available by Vercidium for Vercidium Audio, as updated from time to time;
Game means a video game developed by or for the Licensee in which Vercidium Audio is incorporated, including its releases across multiple platforms and including patches, updates and downloadable content released under the same title, but excluding any sequel, prequel, spin-off, remake, remaster, standalone expansion or other separate game or application (each of which is a separate Game or Application);
Fee means the fee payable for a Commercial Licence, as set out in the applicable Additional Terms or Order Form;
Feedback means any suggestion, request, idea, fix, modification, enhancement or other feedback regarding Vercidium Audio;
GST means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Indie Licence means a paid Commercial Licence granted in accordance with the Indie Licence Terms;
Indie Licence Terms means Vercidium's Indie Licence Terms as updated from time to time and made available on the Vercidium website;
Intellectual Property Rights means all intellectual property rights of any kind anywhere in the world, whether registered or unregistered, including copyright, patents, trade marks, designs, trade secrets, confidential information, know-how, rights in databases and moral rights, and all rights to apply for any of them;
Non-Commercial Licence means the non-commercial licence in clause 2;
Non-Excludable Rights means as defined in clause 9.3;
Non-Commercial Use means any use of Vercidium Audio under the Non-Commercial Licence that is a Permitted Non-Commercial Use and is not a Commercial Use;
Open Source Licence means any licence identified as an open source licence including, but not limited to, by the Open Source Initiative (opensource.org), the Free Software Foundation (fsf.org) or the Software Package Data Exchange (SPDX) workgroup of the Linux Foundation (spdx.org), or any successor body;
Order means your order for a Commercial Licence, being either an order placed for an Indie Licence through the Vercidium website checkout process (or another method made available by Vercidium) or the process of ordering and contracting for a Studio Licence by entering into an Order Form;
Order Form means a Studio Licence order or agreement executed by Vercidium and the Licensee under the Studio Licence Terms
Permitted Non-Commercial Use means as defined in clause 2;
Privacy Policy means Vercidium's privacy policy, as updated from time to time and made available on the Vercidium website;
Publication means to release, publish, distribute or otherwise make a Game or Application available to any person other than the Licensee's own personnel, whether free of charge or for payment, including release to any console or mobile application store; and "Publish" and "Published" have corresponding meanings;
Studio Licence means a paid Commercial Licence granted in accordance with the Studio Licence Terms;
Studio Licence Terms means Vercidium's Studio Licence Terms as updated from time to time and made available on the Vercidium website;
Studio Threshold means Annual Revenue of A$500,000 or more;
Support Policy means Vercidium's support policy for Vercidium Audio, as updated from time to time;
Third Party Materials means any materials, libraries, components or other software provided by third parties that are incorporated in, depended on by, or distributed with Vercidium Audio, some of which may be subject to an Open Source Licence;
Updates means any updates, upgrades, patches, bug fixes, new versions or new releases of Vercidium Audio that Vercidium makes generally available to licensees and "Update" has a corresponding meaning; and
Vercidium Audio means the proprietary raytraced audio software development kit, plug-in and library developed and made available by Vercidium under the brand name "Vercidium Audio", including any object code, source code, library files, sample code, the Documentation and any Updates.
14.2Interpretation. In this agreement, unless the context requires otherwise:
(a)words importing the singular include the plural and vice versa;
(b)headings are for convenience only and do not affect interpretation;
(c)a reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure of this Agreement and form part of this Agreement;
(d)the words "including", "includes" and similar expressions are not words of limitation;
(e)a reference to a statute or regulation includes any amendment, consolidation or replacement of it;
(f)a reference to a party includes that party's legal personal representatives, successors, administrators and permitted assigns;
(g)no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement; and
(h)a reference to a dollar amount is to Australian dollars unless stated otherwise.
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