EULA / Individual License

GCRadix GmbH – Audio Content and Plugin Licensing
Effective: 09.05.2024

These Individual License Terms (“Terms”) apply when you purchase or use any audio libraries, VST plugins, or related digital content (“CONTENT”) from GCRadix GmbH (“GCRADIX”) for personal or single-user professional use.

By purchasing, downloading, or using the CONTENT, you agree to be bound by these Terms. If you do not agree, do not use the CONTENT.

1. License Grant

When you purchase a product under the Individual License, you receive a non-exclusive, non-transferable, single-user license to use the CONTENT.

This license is intended for:

• Individuals, freelancers, or students.

• Use in both commercial and non-commercial projects.

• Use by one person at a time only.

2. Permitted Uses

You may:

• Use the CONTENT in original works such as games, videos, podcasts, films, and music.

• Modify, edit, and process the CONTENT.

• Distribute works that include the CONTENT as part of a larger creative production.

• Use the CONTENT across multiple projects, as long as you are the sole user.

3. Restrictions

You may not:

• Share the CONTENT with others or allow multiple users to access it.

• Resell, repackage, or redistribute the CONTENT in its original or lightly modified form.

• Use the CONTENT to build sound libraries, toolkits, or similar products.

• Use the CONTENT in AI, machine learning, or data training projects.

• Sub-license or include the CONTENT in products designed to deliver sounds to end users (e.g. samplers, virtual instruments).

4. Ownership

All intellectual property rights in the CONTENT remain with GCRADIX.
You are granted only usage rights — not ownership or resale rights.

5. Termination

If you breach these Terms, your license may be terminated.
You must then stop using the CONTENT and delete any non-final copies, except where already embedded in completed productions.

6. No Warranty

The CONTENT is provided “as is” with no warranties or guarantees.
GCRADIX makes no claims about compatibility with specific software or systems.

7. Limitation of Liability

GCRADIX is not liable for any indirect or consequential damages.
Total liability is limited to the amount paid for the CONTENT.

8. Enterprise Use

If you’re working as part of a larger team, organization, or on behalf of a client with multiple collaborators, you may need an Enterprise License.
For more information, contact: contact@gcradix.com

9. Legal Framework

These Terms are governed by German law.
Place of jurisdiction is Hanau, Germany.

TERMS AND CONDITIONS
–
Services

GCRadix GmbH
Lindenstrasse 3b, 63538 Großkrotzenburg, Germany

Effective Date: 09.05.2024

 

These terms and conditions (“Terms”) apply to all work-for-hire services provided by GCRadix GmbH (“Vendor”) to the customer (“Company”), whenever referenced in an email, quote, statement of work, or purchase order (each an “Order Document”).

By approving an Order Document that refers to these Terms, Company agrees to be bound by them.

1. Scope and Order Documents

1.1 Vendor will provide the services and deliverables described in the relevant Order Document (the “Services” and “Deliverables”).

1.2 If there is any conflict between an Order Document and these Terms, the Order Document prevails for that specific job.

2. Fees and Payment

2.1 The fees and any expenses are set out in the Order Document. All fees are flat fees; there are no royalties, revenue shares, or ongoing participation rights, unless explicitly stated otherwise in the Order Document.

2.2 Unless otherwise stated, invoices are due 14 days from the invoice date without deduction.

2.3 If Company is late in payment, Vendor may:

• charge statutory default interest under German law; and

   

• pause work and withhold Deliverables until all overdue amounts are paid.

   

2.4 Ownership or licenses to Deliverables only become effective once the corresponding fees are paid in full.

3. Intellectual Property and Ownership

3.1 Definitions

For the purposes of these Terms and any Order Document:

• Deliverables: Only the content and work results explicitly listed as deliverables in the Order Document (e.g. “10 UI SFX”, “3 music tracks”, “1 tool script”).

   

• Design Deliverables: Deliverables that are visual, textual, or conceptual design content (e.g. sound designs, UI design, layouts, game design documents, non-code documentation, copy, scope document).

   

• Music Deliverables: Deliverables that are music (e.g. compositions, recordings, stems, loops, soundtracks).

   

• Software Deliverables: Deliverables that are software or code (e.g. scripts, tools, plug-ins, code samples, shaders).

   

• Supporting Materials: Everything Vendor creates, uses, or modifies while performing the Services that is not explicitly listed as a Deliverable in the Order Document, including internal tools, plug-ins, scripts, templates, project/session files, working files, test code, and internal documentation.

   

• Vendor Background IP: Any intellectual property Vendor already owned before the job, or develops independently of the job (including general know-how, methods, tools, and frameworks).

   

For exclusivity:

• Exclusive Music (License): A Music Deliverable that the Order Document explicitly marks as “exclusive” or similar, without using the words “exclusive buyout” or “assignment”.

   

• Exclusive Music (Assignment): A Music Deliverable that the Order Document explicitly marks as “exclusive buyout”, “exclusive assignment”, or clearly states that ownership is to be assigned to Company.

   

• Exclusive Software (License): A Software Deliverable that the Order Document explicitly marks as “exclusive” or similar, without using the words “exclusive buyout” or “assignment”.

   

• Exclusive Software (Assignment): A Software Deliverable that the Order Document explicitly marks as “exclusive buyout”, “exclusive assignment”, or clearly states that ownership is to be assigned to Company.

   

If an Order Document simply calls a Music or Software Deliverable “exclusive” without further clarification, it is deemed an exclusive license, not an assignment of ownership.

3.2 Design Deliverables

3.2.1 For Design Deliverables, and unless the Order Document states otherwise:

• Upon full payment of all fees for those Design Deliverables, Company receives full ownership of all transferable copyrights or, to the extent legal ownership cannot be transferred under applicable law, an exclusive, transferable, unlimited right of use (ausschließliches, übertragbares, zeitlich, räumlich und inhaltlich unbeschränktes Nutzungsrecht) in those Design Deliverables, worldwide, for the full term of protection.

   

• The parties agree that, by default, Company shall use the Design Deliverables only in connection with the project(s) expressly identified in the Order Document (including customary updates, ports, localisations, marketing and support for that/those project(s)), and not for unrelated projects, products, or titles, unless otherwise agreed in writing.

   

3.2.2 Except if otherwise stated in the Order Document, Company shall not:

• resell, license, or distribute the Design Deliverables as a standalone product, template, or asset pack; or

   

• use the Design Deliverables as generic stock content for multiple unrelated projects.

   

3.2.3 If the parties wish Company to have broader rights (e.g. use across multiple projects, franchises, or as general internal design assets), this must be explicitly stated in the Order Document, in which case the Order Document governs the permitted scope of use.

3.2.4 Vendor retains no further economic rights in Design Deliverables once paid, except for the portfolio and credit rights under Section 6 and the contractual use restrictions in this Section 3.2.

3.3 Music Deliverables 

3.3.1 Default – Non-Exclusive License

Unless the Order Document says otherwise:

• Vendor retains ownership of all copyrights in the Music Deliverables.

   

• Upon full payment, Company receives a non-exclusive, worldwide, perpetual license to:

   

  • use, reproduce, edit, and synchronize the Music Deliverables within the project(s) specified in the Order Document; and

     

  • promote such project(s) (e.g. trailers, marketing, social media).

     

Vendor remains free to reuse and license the same Music Deliverables to other clients and projects, provided this does not breach any explicit exclusivity agreed in the Order Document.

3.3.2 Exclusive Music (License)

If an Order Document marks specific Music Deliverables as “exclusive” (or equivalent) but does not use the words “exclusive buyout” or “assignment”, then for those specific Music Deliverables:

• Vendor retains ownership of the copyrights.

   

• Upon full payment, Company receives an exclusive, worldwide, perpetual license to use, reproduce, edit, synchronize, and publicly perform those Music Deliverables in connection with:

   

  • the project(s) explicitly named in the Order Document (including typical updates, ports, DLC, and direct sequels under the same IP, unless the Order Document limits this further); and

     

  • all marketing, trailers, and other promotional uses for those project(s).

     

• Vendor shall not license or supply the same Music Deliverables (or substantially identical versions) to any third party in a manner that conflicts with this exclusivity for the named project(s), unless Company agrees in writing.

   

3.3.3 Exclusive Music (Assignment / Buyout)

If an Order Document explicitly states that certain Music Deliverables are “exclusive buyout”, “exclusive assignment”, or otherwise clearly requires ownership to pass to Company, then for those Music Deliverables:

• Upon full payment of all fees for those Music Deliverables, Vendor assigns to Company all transferable copyrights and neighboring rights in those Music Deliverables, worldwide, for the full term of protection, including the right to use, reproduce, adapt, synchronize, distribute and publicly perform the Music Deliverables in any media.

   

• Vendor retains the right to list the Music Deliverables in its portfolio and credit list to the extent this does not conflict with any agreed confidentiality.

   

If the Order Document uses both “exclusive” and “buyout/assignment” language for the same Music Deliverable, it will be treated as Exclusive Music (Assignment).

3.4 Software Deliverables

3.4.1 Default – Non-Exclusive License

Unless the Order Document says otherwise:

• Vendor retains ownership of all intellectual property rights in the Software Deliverables.

   

• Upon full payment, Company receives a non-exclusive, non-transferable (except as permitted in Section 10), worldwide, perpetual license to:

   

  • use the Software Deliverables internally; and

     

  • integrate the Software Deliverables into the project(s) specified in the Order Document.

     

Company is not entitled to resell, commercially distribute, or sublicense the Software Deliverables as a standalone product or toolkit, unless explicitly agreed in the Order Document.

3.4.2 Exclusive Software (License)

If an Order Document marks specific Software Deliverables as “exclusive” (or equivalent) but does not use the words “exclusive buyout” or “assignment”, then for those specific Software Deliverables:

• Vendor retains ownership of all intellectual property rights.

   

• Upon full payment, Company receives an exclusive, worldwide, perpetual license to use and integrate those Software Deliverables in:

   

  • the project(s) explicitly named in the Order Document (including typical updates, ports, DLC, and direct sequels under the same IP, unless the Order Document limits this further); and

     

  • internal tools and build pipelines necessary to develop, run, and ship those project(s).

     

• Vendor shall not provide the same Software Deliverables (or substantially identical versions) as a product or service to any third party in a manner that conflicts with this exclusivity for the named project(s), unless Company agrees in writing.

   

3.4.3 Exclusive Software (Assignment / Buyout)

If an Order Document explicitly states that certain Software Deliverables are “exclusive buyout”, “exclusive assignment”, or otherwise clearly requires ownership to pass to Company, then for those Software Deliverables:

• Upon full payment of all fees for those Software Deliverables, Vendor assigns to Company all transferable copyrights in the Software Deliverables (as delivered in source and/or object code form, as applicable), worldwide and for the full term of protection, for use in Company’s products and internal tools.

   

• Vendor retains ownership of Vendor Background IP and Supporting Materials (see Section 3.5). To the extent Vendor Background IP or Supporting Materials are embedded and technically required to use the Software Deliverables as delivered, Company receives a non-exclusive, worldwide, perpetual, royalty-free license to use such embedded elements as part of those Software Deliverables.

   

• Unless explicitly stated in the Order Document, Software Deliverables are provided in executable/binary or plugin form only; Vendor is not obliged to provide source code.

   

If the Order Document uses both “exclusive” and “buyout/assignment” language for the same Software Deliverable, it will be treated as Exclusive Software (Assignment).

3.5 Supporting Materials and Vendor Background IP

3.5.1 All rights in Supporting Materials and Vendor Background IP remain with Vendor. Company does not obtain ownership of Supporting Materials or Vendor Background IP.

3.5.2 To the limited extent that Supporting Materials or Vendor Background IP are technically embedded in the Deliverables and needed to use them as intended under the rights granted in Sections 3.2–3.4, Vendor grants Company a non-exclusive, worldwide, perpetual license to use such embedded elements solely together with the Deliverables.

3.5.3 Vendor may freely reuse Supporting Materials and Vendor Background IP in other projects and with other clients, provided Vendor does not violate any explicit exclusivity obligations for specific Music or Software Deliverables as described above.

3.6 Reservation of Rights

Except for the rights expressly granted to Company in this Section 3 and/or in the Order Document, all rights in and to the Deliverables, Supporting Materials, and Vendor Background IP are expressly reserved by Vendor.

4. No Revenue Splits, No Royalties

4.1 Unless explicitly stated in the Order Document, all jobs under these Terms are flat-fee work.

4.2 Company does not owe Vendor any royalties, revenue shares, backend participation, or other variable payments based on sales or usage of the Deliverables or the resulting product.

5. Approvals and Small Changes

5.1 Vendor will deliver the Deliverables in line with the Order Document.

5.2 Unless otherwise agreed, Company shall review and either approve or request reasonable changes within 5 business days of delivery. If Company neither approves nor reasonably rejects a Deliverable within that period, the Deliverable is deemed approved.

5.3 One round of minor changes not exceeding 20% of the delivered scope is included, unless the Order Document says otherwise. Larger or additional changes may require an additional fee.

6. Portfolio and Credits

6.1 Vendor may use Company’s name and logo in simple client lists and credentials (website, slides, proposals), unless Company objects in writing.

6.2 After the Deliverables or the related project have been publicly released by Company, Vendor may show the Deliverables and a brief factual description of the project in Vendor’s portfolio (including website and social media), provided that no confidential information is disclosed.

6.3 Any crediting of Vendor within the project (e.g. in game credits) will be as described in the Order Document or as reasonably agreed. No specific credit is guaranteed unless stated.

7. Confidentiality

7.1 Both parties will keep non-public information received from the other party in connection with the job confidential and use it only for performing or receiving the Services.

7.2 This does not apply to information that is public, already known legitimately, received from a third party without breach, or independently developed without using the confidential information.

7.3 These confidentiality obligations survive for 5 years after the last delivery under the relevant Order Document.

8. Liability

8.1 Vendor will perform the Services with reasonable professional care.

8.2 Except in cases of intent, gross negligence, injury to life, body or health, or other liability that cannot be limited by law:

• Vendor’s total liability under a specific Order Document is limited to the amount of fees paid or payable by Company for that Order Document; and

   

• Vendor is not liable for indirect or consequential damages (such as lost profits, loss of data, or business interruption).

   

9. Termination

9.1 For small jobs, each Order Document is typically short-term and ends when the Deliverables are completed and paid.

9.2 Either party may terminate an Order Document with immediate effect if the other party materially breaches these Terms or that Order Document and does not cure within 14 days after written notice.

9.3 In case of termination (except due to Vendor’s material breach), Company shall pay Vendor for all work properly performed and approved expenses up to the effective date of termination.

10. Assignment

10.1 Company may assign or transfer its rights to the Deliverables in the context of a sale of the relevant project or business, provided the buyer assumes Company’s obligations regarding payment and use restrictions.

10.2 Vendor may assign these Terms together with its business. Vendor may also use subcontractors, but remains responsible for them.

11. Governing Law and Venue

11.1 These Terms and any Order Document are governed by German law, excluding its conflict-of-laws rules.

11.2 The exclusive place of jurisdiction for all disputes is the court having jurisdiction at Vendor’s registered office.

12. Miscellaneous

12.1 If any provision of these Terms is invalid or unenforceable, the remainder stays in force.

12.2 Any changes to these Terms or to an Order Document must be in writing (email is sufficient if clearly agreed).

12.3 These Terms and the relevant Order Document together form the entire agreement for that job and replace all prior discussions on that job.