Legal
End User License Agreement
We may update this Agreement from time to time. The current version will always be posted at celestdsp.com/eula/.
1. Introduction
This End User License Agreement ("Agreement") is a binding contract between you ("you" or "Licensee") and CELEST DSP, a registered business name of OPX LTD., a corporation incorporated in Ontario, Canada ("CELEST DSP", "we", "us", or "our"), the licensor of the CELEST DSP plugin software and any related documentation (collectively, the "Software"). By downloading, installing, activating, or using the Software, you confirm that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not install or use the Software.
If you are entering into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind that entity to these terms.
2. License Grant
Subject to your continued compliance with this Agreement and payment of any applicable fees, CELEST DSP grants you a personal, non-exclusive, non-transferable, revocable license to install and use the Software for your own use. This license is granted to a single user. The Software is licensed to you, not sold. The license is perpetual for the version you purchase, subject to termination under this Agreement, and there is no recurring or subscription fee for the licensed version. CELEST DSP may, at its discretion, offer paid upgrades to future major versions, which are not included in your original purchase.
- You may install and activate the Software on machines that you own or control, up to 2 machines for the same owner.
- The license is tied to you as a single named user and may not be shared between multiple individuals.
- You may make one backup copy of the Software solely for archival purposes.
- You are responsible for protecting your license key, activation credentials, and account from theft, loss, and abuse, and for all use of the Software under your license.
2.1 License Types
Unless otherwise stated at the time of purchase or issuance, your license is a Personal License. Different license types carry different rights:
- Personal License. Grants the rights described above to the named individual who acquired the license. Use by anyone other than the named licensee is prohibited.
- NFR (Not For Resale) License. Issued at CELEST DSP's discretion to individuals such as journalists, educators, reviewers, and beta testers, solely to review or evaluate the Software for non-commercial purposes. An NFR license may not be sold or transferred, may not be used for commercial production, and may be time-limited or feature-limited. All other terms of this Agreement apply to NFR licenses.
2.2 Applicability
This Agreement applies to the Software and to any other CELEST DSP plugins or software you install or use under the same license key or account, including all updates, upgrades, supplements, and additional components, unless different terms are provided with those versions.
3. Ownership
The Software is licensed to you, not sold. CELEST DSP and its licensors retain all right, title, and interest in and to the Software, including all copyrights, trademarks, trade secrets, patents, and other intellectual property rights. No rights are granted to you other than those expressly set out in this Agreement.
4. Permitted Use
You may use the Software, and any audio output produced with it, for personal and commercial music and audio production. This includes using audio created with the Software in your own recordings, releases, productions, performances, and client work, without any additional license or royalty owed to CELEST DSP for that output.
5. Restrictions
Except as expressly permitted by this Agreement or by applicable law, you may not:
- Distribute, resell, lease, rent, lend, sublicense, transfer, or otherwise make the Software available to any third party, including as part of any time-sharing, outsourcing, service bureau, or similar arrangement.
- Copy, "frame," or mirror the Software.
- Share your license, activation credentials, or account with any other person.
- Copy the Software except as expressly permitted in Section 2.
- Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code or non-literal aspects of the Software, such as its underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms, except to the extent that such activity cannot be prohibited under applicable law.
- Modify, adapt, translate, or create derivative works based on the Software, or use the Software to develop any product or service that is the same as, substantially similar to, or competitive with it.
- Publicly perform, display, or communicate the Software itself (this does not restrict your use of audio output created with the Software, as described in Section 4).
- Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Software.
- Circumvent, disable, or interfere with any licensing, activation, copy protection, license-key validation, or security mechanism in the Software.
- Store or transmit any malware, virus, Trojan horse, spyware, or similar malicious item intended to, or that could, damage or disrupt the Software or the systems of others.
6. Trial Versions
If CELEST DSP provides a trial, demo, or evaluation version of the Software, it is licensed to you solely for the purpose of evaluation, on a time-limited or feature-limited basis. Trial versions are subject to all of the restrictions in this Agreement and may stop functioning, or limit functionality, when the trial period ends. CELEST DSP makes no commitment to convert a trial into a full license.
7. Updates and Support
CELEST DSP may, at its sole discretion, provide updates, upgrades, bug fixes, or technical support for the Software. Any such updates may be governed by this Agreement unless they are accompanied by separate terms. We are under no obligation to provide updates or support, to maintain compatibility with any particular operating system or host application, or to continue offering the Software.
8. Third-Party Software and Open-Source Components
The Software is built using and incorporates third-party technologies. The notices in this section are provided to satisfy applicable attribution requirements and accompany the Software as part of this Agreement:
- The Software is built using the JUCE framework, Copyright Raw Material Software Limited, used under a commercial JUCE license.
- VST® is a registered trademark of Steinberg Media Technologies GmbH.
- Avid, Pro Tools, and AAX are trademarks or registered trademarks of Avid Technology, Inc. or its subsidiaries in the United States and/or other countries.
- Apple, Mac, macOS, Logic Pro, GarageBand, and MainStage are trademarks of Apple Inc., registered in the U.S. and other countries. Audio Units (AU) is a plug-in format developed by Apple Inc.
- Windows is a trademark of the Microsoft group of companies.
The Software may also include other third-party or open-source software components that are licensed under their own terms. Any such components, together with their applicable licenses, are identified in this section or in the notices or documentation accompanying the Software. Those components remain subject to their respective licenses, and to the extent of any conflict regarding such components, those licenses govern. The current list of third-party notices is maintained at https://celestdsp.com/eula/.
9. Feedback
If you provide CELEST DSP with any feedback, including questions, comments, suggestions, bug reports, or feature requests regarding the Software ("Feedback"), CELEST DSP may use that Feedback for any purpose without restriction, compensation, or obligation to you. You assign to CELEST DSP all rights, including intellectual property rights, in such Feedback, and waive any moral rights you may have in it. CELEST DSP is under no obligation to use any Feedback.
10. Term and Termination
This Agreement is effective until terminated. It will terminate automatically, without notice, if you breach any of its terms. CELEST DSP may also terminate this license, without prior notice, if you fail to pay any applicable fees or in the event of abuse of the Software or license key, or any other material breach of this Agreement. Upon termination, you must immediately stop using the Software and uninstall and delete all copies of it in your possession or control. The provisions identified in Section 14 survive termination.
11. Disclaimer of Warranties
The Software is provided "as is" and "as available", without warranty of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, CELEST DSP disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. CELEST DSP does not warrant that the Software will be uninterrupted, error-free, or free of harmful components, or that it will meet your requirements.
12. Limitation of Liability
To the maximum extent permitted by law, CELEST DSP and its suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or audio production work, arising out of or related to your use of or inability to use the Software, even if advised of the possibility of such damages. CELEST DSP's total aggregate liability under this Agreement will not exceed the amount you paid for the Software in the twelve months preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of these limitations may not apply to you.
13. Governing Law
This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to its conflict of laws principles. The courts located in Ontario, Canada will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Notwithstanding the foregoing, CELEST DSP may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or proprietary rights.
14. Miscellaneous
This Agreement, together with any order or purchase documentation, is the entire agreement between you and CELEST DSP concerning the Software and supersedes all prior or contemporaneous oral or written understandings. Any additional or inconsistent terms contained in a purchase order or similar document are of no effect. CELEST DSP's failure to enforce any right or provision of this Agreement is not a waiver of that or any other right, and any waiver must be in writing. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, it will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. The sections titled Ownership, Restrictions, Feedback, Term and Termination, Disclaimer of Warranties, Limitation of Liability, Governing Law, and this Miscellaneous section survive any termination or expiration of this Agreement.
15. Changes to This Agreement
CELEST DSP may update or modify this Agreement from time to time, for example to reflect changes to the Software, our business practices, or applicable law. When we do, we will revise the "Last updated" date above, and the current version of this Agreement will always be posted at https://celestdsp.com/eula/. Your continued use of the Software after an updated Agreement takes effect constitutes your acceptance of the revised terms. If you do not agree to the updated terms, you must stop using the Software.
16. Contact
If you have any questions about this Agreement, please contact us:
- Email: support@celestdsp.com
- Address: 3219 Yonge St, Suite #354, Toronto, Ontario M4N 2L3, Canada