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End User License Agreement

Last updated: May 1, 2026

Version 1.0

Please read this End User License Agreement (“EULA” or “Agreement”) carefully before installing, activating, or using the Software. By installing, activating, copying, or otherwise using the Software, You (“Licensee” or “You”) agree to be bound by the terms of this EULA. If You do not agree, do not install, activate, or use the Software, and, where applicable, return or request a refund in accordance with the applicable refund policy.

This EULA is a legal agreement between You and Nocturn Audio LLC, an Iowa limited liability company (“Nocturn Audio,” “Licensor,” “we,” or “us”).

1. Definitions

1.1 “Software” means the Nocturn Audio audio-plugin software product to which this EULA is delivered, including without limitation FAT-X3, FAT-X8, Eclipse, future plugins, related bundles, audio engines, presets, sample content, documentation, libraries, installers, updates, upgrades, bug fixes, and any accompanying files or media.

1.2 “License Key” means the cryptographically signed serial key, activation code, or token issued to You that authorizes use of the Software.

1.3 “Activation” means the process of registering an installation of the Software on a Device using a valid License Key.

1.4 “Device” means a single computer, workstation, laptop, mobile device, or audio production hardware unit owned or controlled by You.

1.5 “Merchant of Record” or “MoR” means the third-party reseller that, where applicable, is the legal seller of the Software to You, processes Your payment, collects applicable taxes, issues Your invoice, and processes refunds and chargebacks. As of the Effective Date, our Merchant of Record for sales outside the United States is Lemon Squeezy (Lemon Squeezy LLC, an indirect subsidiary of Stripe, Inc.). For sales within the United States, the seller of record is Nocturn Audio LLC, with payments processed directly by Stripe, Inc. as our payment processor (not as a Merchant of Record).

1.6 “Rent-to-Own” or “RTO” means the optional installment-purchase plan available to United States customers only, under which the License is granted on a recurring monthly basis until the cumulative payments equal the full perpetual purchase price, at which point the License becomes Permanent.

1.7 “Permanent License” means a License that does not expire and does not require continued payment.

1.8 “Consumer” means a natural person who acquires the Software primarily for personal, family, or household purposes outside their trade, business, craft, or profession, as further defined under applicable consumer-protection law in Your country of residence.

1.9 “Software Directive” means Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs.

2. License Grant

Subject to Your timely payment of all applicable fees and Your continued compliance with this EULA, Nocturn Audio grants You a non-exclusive, non-transferable, revocable, worldwide license to install and use the Software on up to three (3) Devices owned or controlled by You, for Your personal or internal business music-production purposes (the “License”).

Where the Software’s License Key explicitly states a different number of permitted Activations (for example, in a site license, educational license, or NFR/promotional license), that number governs in lieu of the default three (3) Activations.

The Software may be Activated on more than one Device but may be actively running on only one (1) Device at a time, except where multiple simultaneous-running activations are expressly permitted in writing by Nocturn Audio (e.g., redundant live-rig configurations).

For free-of-charge products (currently Eclipse), the License is granted on the same terms as paid Software, except that Section 11 (Fees and Refunds) does not apply, and Nocturn Audio may modify, withdraw, or discontinue the free product at any time.

3. Permitted Uses

You may:

  • (a) install the Software on Your owned or controlled Devices, up to the Activation limit;
  • (b) make a single copy of the Software for backup or archival purposes, provided that all copyright and proprietary notices are preserved;
  • (c) use the Software to produce audio recordings, compositions, derivative musical works, and audiovisual productions, and distribute, sell, broadcast, stream, perform, and otherwise commercially exploit the resulting audio output without owing any further royalty, fee, or attribution to Nocturn Audio;
  • (d) install future updates and upgrades made available to You by Nocturn Audio under this EULA.

4. Prohibited Uses and Restrictions

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

  • (a) share, distribute, publish, lend, lease, rent, sublicense, or otherwise transfer the Software, the License Key, or any associated activation credentials to any third party, except as expressly permitted under Section 5 (License Transfer);
  • (b) resell, redistribute, or commercially exploit the Software itself (as distinguished from audio output produced with the Software);
  • (c) bundle, integrate, or incorporate the Software (or any component thereof) into a competing product, third-party plugin, software-as-a-service offering, or similar derivative offering;
  • (d) circumvent, disable, or attempt to defeat any License Key check, activation mechanism, copy-protection, digital-rights-management, or telemetry component of the Software;
  • (e) remove, alter, or obscure any copyright, trademark, proprietary, or attribution notice contained in or displayed by the Software;
  • (f) use the Software to develop, train, evaluate, fine-tune, or improve any machine-learning or artificial-intelligence model, except for personal music production directly producing creative works owned by You;
  • (g) reverse engineer, decompile, disassemble, decrypt, modify, translate, or create derivative works of the Software, or attempt to discover the source code, algorithms, internal data structures, or methods employed within;

provided, however, that subsection (g) does not apply to the extent — and only to the extent — that such activity is expressly permitted by applicable mandatory law that cannot be excluded by agreement, including without limitation Article 6 of the Software Directive (Directive 2009/24/EC) for users in the European Union and the equivalent statutory exceptions for users in the United Kingdom, Switzerland, Iceland, Liechtenstein, Norway, and Australia. Where You believe You are entitled to perform any such act under such mandatory law, You must first request the necessary interoperability information from Nocturn Audio in writing at hello@nocturnaudio.com, and Nocturn Audio shall have a reasonable opportunity to provide that information before You exercise such rights.

5. License Transfer

5.1 Permanent Licenses paid in full may be transferred by You to a single, identifiable third-party transferee, provided that:

  • (a) all amounts owed to Nocturn Audio in respect of the Software have been paid in full (Rent-to-Own licenses that have not yet reached Permanent status are NOT transferable under any circumstances);
  • (b) You notify Nocturn Audio in writing in advance and pay the then-current license-transfer administrative fee, if any;
  • (c) the transferee accepts this EULA in writing as a condition of the transfer;
  • (d) You permanently uninstall and destroy all copies of the Software in Your possession or control, and Your License Key is deactivated; and
  • (e) the License is not an educational, NFR, promotional, beta, or bundle-component license, none of which are transferable.

5.2 Licenses obtained as part of a bundle are transferable only as a complete bundle.

5.3 Licenses obtained free of charge (including Eclipse) are not transferable.

6. Ownership and Reservation of Rights

The Software is licensed, not sold. Nocturn Audio retains all right, title, and interest in and to the Software, including without limitation all copyrights, trademarks, trade secrets, patents, know-how, algorithms, audio models, presets, factory content, signal-processing innovations, and all other intellectual-property rights therein, and in any and all updates, derivative works, and modifications thereof.

No rights are granted to You other than those expressly stated in this EULA. All rights not expressly granted are reserved by Nocturn Audio.

7. Activation, License Keys, Telemetry, and Updates

7.1 Activation. The Software requires Activation using a valid License Key. Activation may occur online via Nocturn Audio’s licensing servers or, where supported, via offline challenge-response. The Software uses Ed25519-signed serial keys; tampering with or forging keys will void the License and may constitute a violation of applicable computer-fraud and copyright laws.

7.2 Periodic license verification. The Software may periodically verify the validity and entitlement state of Your License Key with Nocturn Audio’s licensing servers. If verification fails for an extended period, the Software may enter a degraded or limited-functionality state. Nocturn Audio commits to providing offline-grace and offline-activation options of reasonable duration so that loss of internet connectivity does not, by itself, interrupt audio production.

7.3 Telemetry. The Software may transmit limited diagnostic, version, activation-status, and crash-report information to Nocturn Audio. Such transmission is governed by Nocturn Audio’s Privacy Policy at nocturnaudio.com/privacy.

7.4 Updates. Nocturn Audio may, in its sole discretion, make updates, bug fixes, security patches, and minor-version upgrades available under this EULA. Major-version upgrades may be offered as a separate paid product. Nocturn Audio is not obligated to provide any update or to maintain compatibility with any specific host application, operating system, audio interface, or hardware.

8. Rent-to-Own Terms (United States Only)

This Section 8 applies only to Licenses purchased through the Rent-to-Own option, which is offered exclusively to customers whose billing address is in the United States and is processed through Nocturn Audio’s direct Stripe checkout.

8.1 Billing cycle. RTO is billed on a thirty (30) day recurring cycle. Each successful payment extends the License for the next thirty (30) day period.

8.2 Grace period. If a scheduled RTO payment fails or is not made by its due date, You will enter a fourteen (14) day grace period during which the Software remains fully functional and during which You will receive automated reminders.

8.3 FROZEN state. If the grace period ends without successful payment, the License will enter a “FROZEN” state. In the FROZEN state, the Software will continue to allow audio playback and project loading, but new processing and saving may be limited until payment is resumed. No audio currently being produced will be muted, dropped, or interrupted by FROZEN state alone.

8.4 Permanent License conversion. When the cumulative amount paid under RTO equals the then-published full perpetual purchase price for the same Software (the “Buyout Price”), Your License automatically converts to a Permanent License at no additional charge. You may also elect to pay the difference between cumulative payments and the Buyout Price at any time to immediately convert to a Permanent License.

8.5 Cancellation. You may cancel RTO at any time. Upon cancellation, the License will remain active through the end of the then-current paid 30-day cycle and will then enter the FROZEN state described above. Cumulative payments are not refundable upon cancellation, but they remain credited toward future Buyout if You resume the plan within twelve (12) months.

8.6 Non-transferability of unpaid RTO Licenses. A License that has not yet reached Permanent status under Section 8.4 may not be transferred under Section 5 or otherwise.

9. Merchant-of-Record Acknowledgment

9.1 Dual-merchant structure. Nocturn Audio sells the Software through two distinct payment paths:

(a) For customers whose billing address is in the United States: Nocturn Audio is the seller of record. Payment is processed by Stripe, Inc. as Nocturn Audio’s payment processor (not as a merchant of record).

(b) For customers whose billing address is outside the United States: The order process is facilitated by our online reseller (currently Lemon Squeezy), acting as the merchant of record. Any conflicts between this EULA and the terms of the Merchant of Record regarding payment matters shall be governed by the terms of the Merchant of Record, which shall prevail in respect of payment matters only.

9.2 Scope of MoR supremacy — payment matters only. The supremacy clause in Section 9.1(b) is limited strictly to payment-related matters, including without limitation: payment processing, currency, taxes, invoicing, refund processing mechanics, chargeback procedures, and fraud screening. It does not extend to: the License grant, restrictions on use, ownership of intellectual property, warranty disclaimers, limitation of liability, indemnification, governing law as between You and Nocturn Audio with respect to the Software itself, or any other non-payment provision of this EULA, all of which remain governed exclusively by this EULA.

9.3 License granted directly by Nocturn Audio. Notwithstanding the involvement of any Merchant of Record, payment processor, reseller, or distributor in the original purchase transaction, the License under this EULA is granted by Nocturn Audio LLC directly. The License shall remain in full force and effect notwithstanding the termination, insolvency, dissolution, change of control, acquisition, regulatory enforcement against, or change of any third-party Merchant of Record, payment processor, or reseller used to facilitate the original purchase transaction, including without limitation Lemon Squeezy and Stripe.

9.4 Successor MoR. Nocturn Audio reserves the right to designate a successor or alternate Merchant of Record at any time without notice and without affecting Your License. References in this EULA to “Lemon Squeezy” shall be read to include any such successor MoR.

9.5 Privity. No provision of this EULA creates any privity of contract, agency, partnership, joint venture, or employment relationship between You and the Merchant of Record beyond what the Merchant of Record’s own terms expressly establish, and no provision of the Merchant of Record’s terms creates any contractual obligation of Nocturn Audio to You beyond what this EULA expressly establishes.

10. Term and Termination

10.1 Term. This EULA takes effect when You install, Activate, or first use the Software, whichever is earliest, and continues until terminated as set forth herein.

10.2 Termination by You. You may terminate this EULA at any time by uninstalling and destroying all copies of the Software in Your possession.

10.3 Termination by Nocturn Audio for cause. Nocturn Audio may terminate this EULA and revoke the License immediately, with or without notice, if:

  • (a) You materially breach this EULA and fail to cure (where curable) within fifteen (15) days of written notice;
  • (b) You initiate or maintain a chargeback, payment dispute, or reversal in respect of the Software, except as provided in Section 10.4 below for European Economic Area, United Kingdom, and other jurisdictions whose mandatory consumer-protection law preserves a statutory right of withdrawal or refund;
  • (c) Your RTO Licence remains in FROZEN state for more than ninety (90) consecutive days without resumed payment;
  • (d) Your activity is determined by Nocturn Audio in good faith to constitute fraud, money laundering, sanctions violation, or other illegal activity; or
  • (e) Your jurisdiction is or becomes a sanctioned jurisdiction under applicable U.S. export, sanctions, or trade-control laws.

10.4 Statutory withdrawal carve-out (EU, EEA, UK, and equivalent jurisdictions). Nothing in Section 10.3(b) or elsewhere in this EULA limits Your statutory right of withdrawal, cancellation, or refund under mandatory law, including without limitation:

  • (a) the fourteen (14) day right of withdrawal under Article 9 of the EU Consumer Rights Directive 2011/83/EU (as transposed in Your Member State), subject to Article 16(m) (under which You may waive the right of withdrawal once download or transmission of the digital content has begun, with Your prior express consent and Your acknowledgment of the loss of that right at checkout);
  • (b) the corresponding fourteen (14) day right under the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;
  • (c) any analogous mandatory withdrawal or refund right under the law of Your country of residence.

The mechanics of refund processing for Sales handled by the Merchant of Record are governed by the Merchant of Record’s published policies, in addition to this Section 10.4.

10.5 Effect of termination. Upon termination, (i) the License immediately ceases, (ii) You shall promptly uninstall and destroy all copies of the Software in Your possession or control, and (iii) Sections 4 (Prohibited Uses), 6 (Ownership), 11 (Fees and Refunds), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Governing Law), 16 (Dispute Resolution), and 17 (Miscellaneous) survive.

10.6 No retroactive effect on Permanent Licenses for honest disputes. A good-faith refund request by a Consumer that is honored by Nocturn Audio or the Merchant of Record under an applicable refund policy is not a “breach” for purposes of Section 10.3 and does not, by itself, give rise to any claim by Nocturn Audio against the Consumer.

11. Fees, Refunds, and Chargebacks

11.1 Fees. Fees for the Software, including RTO installment amounts, are as published at the point of sale. Fees are exclusive of taxes unless explicitly stated as tax-inclusive.

11.2 Refunds — sales by Merchant of Record. For sales facilitated by the Merchant of Record, refund requests are processed by the Merchant of Record under its published refund policy and any additional refund terms Nocturn Audio elects to publish. Where mandatory consumer law guarantees You a refund or withdrawal right, that right prevails. See our Refund Policy for additional details.

11.3 Refunds — direct sales by Nocturn Audio (United States). Nocturn Audio offers a fourteen (14) day refund window for direct U.S. sales, subject to: (a) the License Key not having been used to produce commercial output; and (b) the customer attesting that they have uninstalled the Software. Refunds for RTO are governed by Section 8.5.

11.4 Chargebacks — automatic license revocation (non-EU/UK/EEA). For customers whose billing address is outside the European Economic Area, the United Kingdom, and any other jurisdiction whose mandatory consumer-protection law would preserve the right despite a chargeback initiation, the initiation of a chargeback, payment reversal, or dispute in respect of the Software shall, automatically and without further notice, revoke the License and require You to uninstall and destroy all copies of the Software, in addition to any other remedies available to Nocturn Audio.

11.5 Chargebacks — EU/UK/EEA carve-out. For customers within the European Economic Area, the United Kingdom, and other jurisdictions whose mandatory law preserves the right of refund or withdrawal, Nocturn Audio will not invoke automatic License revocation under Section 11.4 to the extent such revocation would impair Your statutory rights. Nocturn Audio remains entitled to revoke the License upon final resolution of the underlying dispute against You.

11.6 Pre-contact requirement. Where applicable mandatory law permits, You agree to contact Nocturn Audio at hello@nocturnaudio.com before initiating a chargeback or payment dispute, so that Nocturn Audio has a reasonable opportunity to resolve the issue.

12. Warranty Disclaimer

12.1 General disclaimer. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN SECTION 12.3 BELOW OR REQUIRED BY APPLICABLE MANDATORY LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. NOCTURN AUDIO LLC SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, COMPATIBILITY WITH ANY SPECIFIC HARDWARE OR HOST APPLICATION, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

12.2 No guarantee of operability. NOCTURN AUDIO DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RISK ASSOCIATED WITH THE USE OF THE SOFTWARE.

12.3 Mandatory consumer-law carve-out (EU, UK, EEA, Australia, and equivalent jurisdictions). Nothing in this Section 12 limits any statutory warranty or guarantee You may have under mandatory consumer-protection law of Your country of residence, including without limitation:

  • (a) the implied terms of satisfactory quality, fitness for purpose, and conformity under the UK Consumer Rights Act 2015 and EU Digital Content Directive 2019/770;
  • (b) the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) consumer guarantees, which cannot be excluded, restricted, or modified;
  • (c) any analogous mandatory non-excludable warranty or guarantee under the law of Your country of residence.

12.4 Australia-specific notice. Where the Software is supplied to a Consumer within the meaning of the Australian Consumer Law, You may have rights under that law in respect of failure to comply with consumer guarantees. To the maximum extent permitted by such law, Nocturn Audio’s liability for breach of a consumer guarantee in respect of the Software is limited, at Nocturn Audio’s election, to (i) replacing the Software or supplying equivalent software, (ii) repairing the Software, or (iii) refunding the price paid.

13. Limitation of Liability

13.1 Two-track structure. This Section 13 operates on two parallel tracks:

(a) Track A — Non-Consumer / United States. This Track A applies to (i) all Licensees who acquired the Software for any purpose other than as a Consumer, and (ii) Consumers whose country of residence does not impose mandatory non-excludable liability rules described in Track B.

(b) Track B — Consumer in EU/UK/EEA/AU/other mandatory-law jurisdiction. This Track B applies in addition to Track A, and prevails over Track A to the extent of any conflict, where required by the mandatory consumer-protection law of Your country of residence.

13.2 Track A — Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOCTURN AUDIO LLC OR ITS OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, RECORDINGS, MASTERS, SESSIONS, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF NOCTURN AUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Track A — Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOCTURN AUDIO’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (a) THE AMOUNT YOU ACTUALLY PAID NOCTURN AUDIO (OR THE MERCHANT OF RECORD ON BEHALF OF NOCTURN AUDIO) FOR THE SPECIFIC LICENSE OF THE SOFTWARE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; or (b) TWENTY-FIVE U.S. DOLLARS (US$25).

13.4 Track B — EU/UK consumer carve-out. For Consumers in the European Economic Area, the United Kingdom, and equivalent jurisdictions, nothing in this Section 13 excludes or limits Nocturn Audio’s liability for:

  • (a) death or personal injury caused by Nocturn Audio’s negligence;
  • (b) fraud or fraudulent misrepresentation;
  • (c) gross negligence or willful misconduct;
  • (d) breach of mandatory statutory consumer rights under the UK Consumer Rights Act 2015, the EU Digital Content Directive 2019/770, the EU Consumer Sales Directive 2019/771, the German BGB §309 limitations on standard-form clauses, or any analogous mandatory law of Your country of residence;
  • (e) any liability that cannot be excluded or limited under applicable law.

For Consumers in such jurisdictions, Nocturn Audio’s liability for ordinary (simple) negligence is limited to damages reasonably foreseeable at the time of contract formation arising from the breach of a material contractual duty (a “cardinal obligation”), the breach of which would jeopardize the purpose of this EULA.

13.5 Statutory-rights savings clause. Nothing in this EULA limits, excludes, or modifies any rights or remedies that You have under the mandatory consumer-protection laws of Your country of residence that cannot be excluded by agreement. Where any provision of this EULA purports to exclude, limit, or modify such a right, that provision shall be read down to the minimum extent necessary to comply with such law, and the remainder of this EULA shall continue in full force and effect.

13.6 Allocation of risk. You acknowledge that the fees charged for the Software reflect the allocation of risk set forth in this EULA, that the Software is licensed (not sold), and that without the limitations in this Section 13, Nocturn Audio would not be able to offer the Software at the fees charged.

14. Indemnification by Licensee

You agree to indemnify, defend, and hold harmless Nocturn Audio LLC and its officers, members, employees, and contractors from and against any and all third-party claims, demands, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Your breach of this EULA; (b) Your violation of any law or regulation; (c) Your willful misconduct or gross negligence in connection with the Software; or (d) any audio content or musical work created using the Software where such content infringes any third-party right. This Section 14 does not apply to Consumers to the extent such indemnification is prohibited by mandatory consumer-protection law of Your country of residence.

15. Governing Law

15.1 Default — Iowa law. This EULA is governed by and construed in accordance with the laws of the State of Iowa, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Mandatory-law carve-out for Consumers. Notwithstanding Section 15.1, where You are a Consumer and the mandatory consumer-protection law of Your country of habitual residence provides You with rights or protections that would otherwise be lost by application of Iowa law, You retain the benefit of those mandatory protections as required by Article 6 of EU Regulation 593/2008 (Rome I) (for EU Consumers), Section 27 of the UK Rome I Regulations, and any analogous conflict-of-laws rule applicable to You.

16. Dispute Resolution

16.1 U.S. customers — binding arbitration and class waiver. For U.S. residents (excluding California small-claims as required by law), any dispute, controversy, or claim arising out of or relating to this EULA or the Software shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, with arbitration seated in Polk County, Iowa, in the English language, before a single arbitrator. THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED PROCEEDING. Notwithstanding the foregoing, either party may bring an individual claim in small-claims court of competent jurisdiction, and either party may seek temporary or preliminary injunctive relief in court for misappropriation of intellectual property pending arbitration.

16.2 U.S. opt-out. You may opt out of the arbitration agreement and class-action waiver in Section 16.1 by sending written notice to hello@nocturnaudio.com within thirty (30) days of Your first acceptance of this EULA, stating Your name, address, License Key (if any), and a clear statement that You opt out of arbitration. Opting out does not affect the remainder of this EULA.

16.3 EU/UK/EEA/AU Consumers — home-court jurisdiction. For Consumers resident in the European Economic Area, the United Kingdom, Switzerland, Iceland, Liechtenstein, Norway, or Australia, Sections 16.1 and 16.2 do not apply. You retain the right to bring proceedings in the courts of Your country of habitual residence, as guaranteed by Articles 17–19 of Regulation (EU) 1215/2012 (Brussels I-bis), the equivalent UK rules, and the analogous mandatory rules in Your jurisdiction. Nocturn Audio agrees that any proceedings it brings against an EU/UK/EEA/AU Consumer must be filed in the Consumer’s country of residence. The parties may also resolve disputes through the EU Online Dispute Resolution platform at https://ec.europa.eu/odr, where applicable.

16.4 Forum for non-Consumer disputes outside the U.S. For all other disputes not covered by Section 16.1 or 16.3, the parties consent to the exclusive jurisdiction of the state and federal courts located in Polk County, Iowa, United States.

16.5 Limitations period. To the maximum extent permitted by applicable law, any claim arising out of or relating to this EULA or the Software must be brought within one (1) year after the cause of action arose; otherwise, it is permanently barred. This Section 16.5 does not apply where mandatory law provides a longer limitations period that cannot be shortened by agreement.

17. Miscellaneous

17.1 Entire agreement. This EULA, together with Nocturn Audio’s published Privacy Policy and any order-form or product-page terms expressly incorporated by reference, constitutes the entire agreement between You and Nocturn Audio with respect to the Software and supersedes all prior or contemporaneous oral or written communications, except as expressly set forth in Section 9 with respect to payment matters governed by the Merchant of Record’s terms. See also our Terms of Service.

17.2 Severability and reformation. If any provision of this EULA is held unenforceable, that provision shall be reformed to the minimum extent necessary to make it enforceable, and the remainder of the EULA shall continue in full force and effect.

17.3 No waiver. Failure by Nocturn Audio to enforce any provision is not a waiver of that provision.

17.4 Assignment. You may not assign this EULA except as permitted under Section 5. Nocturn Audio may assign this EULA, in whole or in part, to an affiliate or successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets, without notice or consent.

17.5 Notices. Notices to Nocturn Audio shall be sent to hello@nocturnaudio.com with confirmed delivery. A physical mailing address is available upon written request to legal@nocturnaudio.com. Notices to You may be given by email to the address associated with Your License Key, by in-product notice, or by posting at nocturnaudio.com.

17.6 Updates to this EULA. Nocturn Audio may update this EULA from time to time. The updated EULA will apply prospectively to future installations, future Activations, future updates, and future RTO renewals. The version of this EULA in effect at the time You acquired Your Permanent License (or, for RTO, at the time of conversion to Permanent under Section 8.4) governs Your existing License with respect to non-payment matters, except where mandatory law requires a unilateral update right.

17.7 Export and sanctions compliance. You represent that You are not located in, under the control of, or a national or resident of any country or person subject to U.S. or other applicable trade-control or sanctions law that would prohibit the supply of the Software to You. You shall not export, re-export, or transfer the Software in violation of any such law.

17.8 U.S. government end-users. The Software is “commercial computer software” within the meaning of FAR 12.212 and DFARS 227.7202. Use, duplication, or disclosure by U.S. government agencies is subject solely to the terms of this EULA.

17.9 Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control, except for payment obligations.

17.10 Headings. Section headings are for convenience only and do not affect interpretation.

17.11 Language. This EULA is executed in English. Translations are provided for convenience only; in case of conflict, the English version controls, except where mandatory consumer law of Your country of residence requires the local-language version to control.

17.12 Contact. Nocturn Audio LLC, hello@nocturnaudio.com, https://nocturnaudio.com.

By installing, activating, or using the Software, You confirm that You have read this EULA, understand it, and agree to be bound by it.