Effective from: 5th June 2026
These Studio Licence Terms are Additional Terms forming part of, and are to be read with, the Vercidium Audio End User Licence Agreement ("Agreement", or "EULA") between the Licensee and Vercidium Pty Ltd ABN 19 651 128 460. Together with the Order Form executed by Vercidium and the Licensee setting out the commercial particulars, these Studio Licence Terms set out the terms upon which a Studio Licence is granted and held. Capitalised terms used and not defined here have the meaning given in the EULA. To the extent of any inconsistency between these Studio Licence Terms and the body of the EULA in respect of the Studio Licence, these Studio Licence Terms prevail and where there is any inconsistency between these Studio Licence Terms and the Order Form, the Order Form prevails.
1.1Studio Licences are not available for self-purchase through Vercidium's website checkout processes. To arrange a Studio Licence, the Licensee must contact Vercidium in writing to discuss the particulars of an Order Form. Once executed by both parties, the Order Form incorporates these Studio Licence Terms and the EULA and sets out the commercial particulars of the Studio Licence (including, but not limited to, the Licensed Game or Games, the Studio Fee and payment terms, whether Source Code access is included, and the applicable support arrangements).
1.2Any enquiry about a Studio Licence, any discussion of the Licensee's requirements, or any draft Order Form, do not constitute an offer by Vercidium and create no obligation on Vercidium to grant a Studio Licence or to offer any particular terms or fee. Vercidium may decline an enquiry, or decline to proceed with or discontinue discussions, at any time in its discretion. No binding arrangement arises under these Studio Licence Terms unless and until an Order Form is executed by both parties.
1.3The person who executes an Order Form on behalf of the Licensee represents and warrants that they have authority to bind the Licensee. The Licensee is the entity identified as the licensee in the Order Form.
2.1Subject to the EULA, and provided the Licensee has paid the Studio Fee due at the relevant time and is not in breach of the EULA or these Studio Licence Terms, Vercidium grants the Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, perpetual licence to:
(a)install and use Vercidium Audio to develop, build, integrate, test, debug and update each Licensed Game;
(b)incorporate Vercidium Audio into each Licensed Game, including in object code (compiled) form and, where the Order Form provides for Source Code access, in the form of compiled Modifications; and
(c)distribute, publish, sell, license and otherwise make available each Licensed Game (incorporating Vercidium Audio as so embedded) to end users,
in accordance with the EULA, the Order Form and these Studio Licence Terms.
2.2The Studio Licence is granted in respect of each Licensed Game identified in the Order Form. A separate Studio Licence is required for each additional Licensed Game.
2.3For the avoidance of doubt, the Studio Licence authorises the Licensee to make any Commercial Use of each Licensed Game (as Commercial Use is defined in the EULA), in respect of that Licensed Game and in accordance with the EULA, the Order Form and these Studio Licence Terms.
3.1A Studio Licence for a Licensed Game covers releases of that same title across multiple platforms (for example, the same title released for PC, PlayStation, Xbox and Nintendo Switch), and patches, updates and downloadable content (whether free or paid) for that title.
3.2A separate Commercial Licence (whether a further Studio Licence or, where applicable, an Indie Licence) must be acquired for each sequel, prequel, spin-off, remake, remaster or standalone expansion released as a separate product, and for each other product that is, in substance, a new and separate game or application, unless the Order Form expressly includes it as a Licensed Game. Where there is genuine doubt whether a product is the same Licensed Game or a separate product, the doubt is resolved in accordance with the EULA.
4.1The Studio Fee is determined by reference to information about the Licensee's Annual Revenue and the scope of the Studio Licence. The Licensee warrants that the information it provides to Vercidium for that purpose (including as recorded in the Order Form) is true and not misleading as at the Effective Date.
4.2If that information was untrue or misleading when given and the Studio Fee would have been higher had accurate information been given, then without limiting any other remedy, Vercidium may recover from the Licensee, as a debt due and payable, the difference between the Studio Fee paid and the Studio Fee that would have applied.
5.1The Studio Fee is the fee recorded as such and set out in the Order Form and is payable in Australian dollars.
5.2Unless the Order Form states otherwise, the Studio Fee is payable by the Licensee within seven (7) days after the date the Order Form is executed and this clause is an essential term.
5.3Vercidium may withhold delivery of Vercidium Audio, the Source Code and any other materials, and may suspend the rights granted under the Studio Licence, until the Studio Fee then due has been paid in full.
5.4Unless otherwise stated, the Studio Fee is exclusive of GST and any other applicable taxes, which are payable by the Licensee in addition to the Studio Fee.
5.5Except as required by any Non-Excludable Right, or as the Order Form otherwise provides, the Studio Fee is non-refundable.
6.1This clause and clauses 7 (Modifications), 8 (Obfuscation), 9 (Build Review and Approval) and 10 (Non-Compete) apply only where the Order Form provides for Source Code access. Where the Order Form does not provide for Source Code access, the Licensee has no right to receive, access or use the Source Code, and Vercidium Audio is licensed to the Licensee in object code (compiled) form only.
6.2Where the Order Form provides for Source Code access, Vercidium will make the Source Code available to the Licensee in accordance with the Order Form. Subject to the EULA and these Studio Licence Terms, Vercidium grants the Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide licence to use the Source Code solely to review, compile, build, integrate and (in accordance with clause 7) modify Vercidium Audio for incorporation, in compiled form, into the Licensed Games.
6.3The Licensee must not, and must not permit any other person to:
(a)distribute, disclose or otherwise make the Source Code (or any part of it, or any Modification in source form) available to any person, except to Authorised Source Code Users in accordance with this clause;
(b)use the Source Code for any purpose other than as permitted by clause 6.2; or
(c)incorporate, or make available, the Source Code in source form in any Licensed Game or other product.
6.4The Licensee may disclose the Source Code only to its Authorised Source Code Users, on a need-to-know basis, and only after they are bound by written confidentiality obligations no less protective than these Studio Licence Terms. The Licensee must maintain a record of its Authorised Source Code Users and provide it to Vercidium upon request. The Licensee is responsible for each Authorised Source Code User's compliance with the EULA and these Studio Licence Terms, and any act or omission of an Authorised Source Code User that would breach the EULA or these Studio Licence Terms if done by the Licensee is a breach by the Licensee.
6.5The Source Code, and all Intellectual Property Rights in it, remain the property of Vercidium and its licensors. The licence in this clause transfers no ownership of the Source Code to the Licensee.
7.1Where the Order Form provides for Source Code access, the Licensee may modify the Source Code solely as reasonably necessary to integrate, optimise or adapt Vercidium Audio for the Licensed Games, and only for incorporation, in compiled form, into the Licensed Games (each such modification, a "Modification").
7.2In accordance with, and further to, clause 6.1 of the EULA, all Intellectual Property Rights in Vercidium Audio, including in each Modification, are owned by Vercidium. To the extent any Intellectual Property Rights in a Modification do not vest in Vercidium on creation, the Licensee assigns them to Vercidium (including by way of present assignment of future rights). Vercidium grants the Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, perpetual licence to use each Modification, in compiled form, in the Licensed Games, on the same terms as apply to Vercidium Audio.
7.3The Licensee must notify Vercidium of any Modification that materially changes the functionality of Vercidium Audio (excluding routine bug fixes, integration glue code and minor performance optimisations) within 30 days after that Modification is first incorporated into a publicly released Licensed Game, and must provide Vercidium with a copy of it in source code form at Vercidium's request. Vercidium may include any Modification, or any improvement derived from it, in Vercidium Audio and make it available to licensees of any tier, without obligation or payment to the Licensee.
7.4Nothing in this clause affects the Licensee's ownership of a Licensed Game other than Vercidium Audio and any Modifications embedded in it, in accordance with clause 6.2 of the EULA.
8.1Where the Order Form provides for Source Code access, before the Licensee commercially releases or otherwise makes available any Licensed Game built using the Source Code, the Licensee must compile Vercidium Audio (including any Modifications) and apply industry-standard code protection and obfuscation to the build (for example, where the Licensed Game is built using a .NET-based engine, .NET Reactor or an equivalent tool), so that the compiled Vercidium Audio is no easier to identify, extract or reconstruct than the Non-Source Code Vercidium Audio and so as to make it materially more difficult to derive or reconstruct the Source Code from the released Licensed Game.
8.2The Licensee must not release or make available any Licensed Game that incorporates Vercidium Audio in source form, in unobfuscated object-code form, or in any form from which the Source Code can readily be obtained, or that exposes Vercidium Audio or any Modification as a standalone file outside an integrated, compiled build of the Licensed Game.
9.1Where the Order Form provides for Source Code access, before the Licensee first commercially releases a Licensed Game built using the Source Code, the Licensee must give Vercidium a reasonable opportunity to review the build and the Licensee's compilation and obfuscation process, to confirm compliance with clause 8.
9.2The Licensee must notify Vercidium not less than 14 days before the intended first commercial release and, on request, make available to Vercidium the relevant build, a description of the obfuscation measures applied and, where Vercidium reasonably requires, the relevant build environment or a supervised remote session sufficient for Vercidium to conduct its review. Vercidium will conduct its review within a reasonable period, and in any event within 14 days after receiving what it reasonably requires.
9.3If Vercidium identifies a material non-compliance with clause 8, the Licensee must address it before the first commercial release. Vercidium will not unreasonably withhold or delay its confirmation and will not, by reason of this clause, unreasonably delay the Licensee's release once any material non-compliance has been addressed.
9.4A review or confirmation under this clause is solely for Vercidium's benefit. It is not an endorsement, approval or warranty of the Licensed Game or its security, and does not reduce, alter or otherwise affect the Licensee's obligations or liability under the EULA or these Studio Licence Terms.
9.5Without derogating from clause 7 of these Studio Licence Terms, the Licensee grants (and warrants and represents that it has the right to grant) to Vercidium a non-exclusive, royalty-free, worldwide licence to use, reproduce, or otherwise deal with the Licensee Materials to the extent, and for so long as, commercially necessary for Vercidium to perform its obligations, exercise its rights and do the things contemplated or permitted under the EULA and these Studio Licence Terms (including conducting a build review under this clause 9, assessing a Modification notified under clause 7.3 of these Studio Licence Terms, and providing support). To the extent any act of Vercidium within the scope of the licence in this clause 9.5 would, but for this clause, infringe any Intellectual Property Rights or other right of the Licensee, the Licensee consents to that act and will not make any claim against Vercidium or its employees, servants or agents in respect of it.
10.1Where the Order Form provides for Source Code access, during the period in which the Licensee has access to the Source Code, and for 3 years after the Licensee ceases to have such access, the Licensee must not, and must not permit any other person to, use the Source Code, any Modification, or any Confidential Information or know-how derived from them, to design, develop, build, train, support or commercialise any product or service that competes with Vercidium Audio, including any other raytraced, spatial, geometric or acoustic-simulation audio engine, middleware, software development kit, library, plug-in or tool (a "Competing Product").
10.2Clause 10.1 does not prevent the Licensee from designing or implementing audio for its own Games or Applications using ordinary audio tools and techniques, provided it does not use the Source Code, any Modification, or any Confidential Information or know-how derived from them to do so, and provided the result is not a Competing Product.
10.3During the period in clause 10.1, the Licensee must not solicit for employment or engagement any employee or contractor of Vercidium who is or was involved in developing or supporting Vercidium Audio. General recruitment advertising not specifically directed at such persons is not a breach of this clause.
11.1The confidentiality obligations in clause 8 of the EULA apply to the Studio Licence. For the purposes of the Studio Licence, the definition of Confidential Information in the EULA is extended so that it also includes the Confidential Information of the Licensee, including any non-public source code, build process, unreleased game content, and business or financial information that the Licensee discloses to Vercidium in connection with the Studio Licence (including in the course of a review under clause 9). Each party may be a discloser or a recipient, and clause 8 of the EULA applies to each of them accordingly.
11.2Where Vercidium accesses any of the Licensee's Confidential Information in the course of a review under clause 9, Vercidium must use it solely for that review, must not retain it for longer than reasonably necessary for that purpose, must disclose it only to those of its personnel who need it for that purpose, and must not use it to develop any product that competes with the Licensee's Licensed Game.
11.3No separate non-disclosure agreement is required for the matters dealt with in this clause and clause 8 of the EULA. If the parties nonetheless enter into a separate non-disclosure agreement, it applies in addition, and to the extent of any inconsistency these Studio Licence Terms prevail unless that agreement expressly states otherwise.
11.4The Licensee acknowledges that damages will be an inadequate remedy for a breach of clause 6, 7, 8, 10 or 11, and that Vercidium is entitled to seek injunctive relief and specific performance for any such breach, in addition to any other remedy, consistent with clause 11.2 of the EULA.
12.1While the Studio Licence is in force, where Vercidium makes an Update generally available, the Licensee is entitled to receive it at no additional fee, on the same basis as other tiers. Where the Order Form provides for Source Code access, Vercidium will make available updated Source Code corresponding to such an Update to the extent, and on the basis, set out in the Order Form. This clause does not limit clause 4 of the EULA.
12.2Vercidium provides support for the Studio Licence in accordance with the Support Policy and at the support level (if any) set out in the Order Form. Where the Order Form does not specify a support level, the standard Studio support arrangements under the Support Policy apply. Any professional services, integration assistance or other services are provided only as, and on the terms, set out in the Order Form.
13.1The publicity provision in the EULA applies to the Studio Licence. The Order Form may set out additional or different arrangements for co-marketing, case studies or co-branding, which apply in addition to and, to the extent of any inconsistency, instead of that provision.
14.1For the purposes of clause 10.2 of the EULA, Vercidium's total aggregate liability arising out of or in connection with the Studio Licence for a Licensed Game (and Vercidium Audio used under it) does not exceed the total Studio Fees paid by the Licensee to Vercidium in respect of that Licensed Game, unless the Order Form specifies a different cap, in which case the Order Form applies. This clause is subject to clause 9.3 (Non-Excludable Rights) of the EULA.
15.1The Studio Licence commences on the Effective Date and, subject to termination, is perpetual in respect of each Licensed Game.
15.2In addition to Vercidium's rights under clause 12 of the EULA, Vercidium may terminate the Studio Licence (or the licence for a particular Licensed Game) by notice to the Licensee if the Licensee:
(a)fails to pay any Studio Fee within the time required in clause 5.2 and does not remedy that failure within two (2) days after Vercidium gives notice of that breach; or
(b)breaches any of clauses 6 to 11 (Source Code, Modifications, Obfuscation, Build Review, Non-Compete or Confidentiality).
15.3On termination of the Studio Licence (or the licence for a Licensed Game), in addition to the consequences in clause 12 of the EULA, the Licensee must immediately cease using, and must permanently delete or destroy, the Source Code and all Modifications and copies of them in source form in its possession or control, and on request certify in writing that it has done so. This does not require the Licensee to remove Vercidium Audio (in compiled, embedded form) from a Licensed Game lawfully released under a paid Studio Licence before termination, which the Licensee may, subject to clause 12.4 of the EULA, continue to distribute and support in the form released as at termination.
15.4Clauses 6 (other than the licence to use the Source Code in clause 6.2), 7 (as to ownership of Modifications), 10 (Non-Compete), 11 (Confidentiality), 14 (Limitation of Liability) and this clause 15 survive termination of the Studio Licence, together with any provision of the EULA expressed to survive.
16.1These Studio Licence Terms, and the Studio Licence, may be amended only by written agreement signed by Vercidium and the Licensee, or as expressly provided in the Order Form. Clause 13 of the EULA (which permits Vercidium to amend the Agreement and the Additional Terms by publishing an amended version) does not authorise Vercidium to amend these Studio Licence Terms unilaterally in respect of an executed Studio Licence, except that Vercidium may amend them with immediate effect to the extent required by law or a court order, or reasonably necessary to address a security, intellectual property or operational risk, in which case Vercidium will notify the Licensee as soon as reasonably practicable.
17.1In these Studio Licence Terms:
Authorised Source Code User means an employee or contractor of the Licensee to whom the Licensee may disclose the Source Code in accordance with clause 6;
Competing Product has the meaning given in clause 10;
Effective Date is the date the Studio Fee is duly paid in accordance with clause 5.2;
Licensed Game means each Game or Application identified in the Order Form in respect of which a Studio Licence is granted to the Licensee, including releases of that title across multiple platforms and 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 requires a separate Commercial Licence) unless the Order Form expressly includes it;
Licensee Materials means the Licensed Game and any builds, code, assets, content, data, trade marks, materials, information and other intellectual property in which Intellectual Property Rights subsist that the Licensee or its Authorised Users provide or make available to Vercidium, or that Vercidium accesses with the Licensee's authority, in connection with the Studio Licence, including any build submitted for review under clause 9 and any Modification notified under clause 7.3;
Modification has the meaning given in clause 7;
Non-Source Code Vercidium Audio means the most current version of Vercidium Audio available under a Non-Commercial Licence or a Commercial-Licence in respect of which the Source Code is obfuscated and is otherwise not made available.
Source Code means the human-readable source code of Vercidium Audio that Vercidium makes available to the Licensee under the Order Form, including any related materials Vercidium provides with it;
Studio Fee means the fee payable for the Studio Licence, as set out in the Order Form.
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