Version 1.0 — Effective [LAUNCH DATE]
IMPORTANT — READ CAREFULLY. This End User License Agreement (the "Agreement" or "EULA") is a binding legal contract between you (either an individual or a legal entity, "You" or "Licensee") and Fulks, Inc., a California corporation ("Fulks", "we", "us", or "our"), governing your use of the StemDesk software product and accompanying audio plug-ins (collectively, the "Software").
BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If You do not agree, do not install, access, or use the Software, and request a refund pursuant to Section 7.4 within the applicable refund period.
1.1. "Software" means the StemDesk desktop application, the StemDesk audio plug-in suite (in VST3 and AAX formats), associated documentation, presets, sample content, and any updates or upgrades provided by Fulks under this Agreement.
1.2. "License Key" means the alphanumeric activation key issued by Fulks upon Your purchase of a Pro or Studio Tier license, used to unlock features of the Software corresponding to Your purchased Tier.
1.3. "Tier" means the feature level associated with Your License Key, being one of: Free, Pro, or Studio, as described in Section 2.
1.4. "Output" means audio data, mixes, masters, presets, project files, and other content produced by You using the Software.
1.5. "Third-Party Components" means software components licensed from third parties and incorporated into the Software, as identified in the THIRD_PARTY_LICENSES.txt file accompanying the Software.
1.6. "Entity Licensee" means a Licensee that is a legal entity (including without limitation a corporation, partnership, limited liability company, or sole proprietorship operating under a business name) rather than an individual.
2.1. Grant. Subject to Your compliance with this Agreement and, where applicable, payment of the License Fee, Fulks grants You a non-exclusive, non-transferable, revocable, worldwide license to install and use the Software on an unlimited number of devices owned or primarily used by You. If You are an Entity Licensee, this license extends to use of the Software by Your employees and independent contractors on devices owned or primarily used by them, solely for Your internal business purposes. Such use by Your personnel does not create a separate license for them, and they may not retain access to the Software after their employment or engagement with You ends.
2.2. Tiers. Your License Tier determines which features and components You are authorized to use:
2.3. No Account Required. Use of the Software does not require You to create an account with Fulks. Your License Key alone authenticates Your Tier entitlement.
2.4. Perpetual License. Subject to Section 11 (Termination), Your license to use the version of the Software for which You purchased a License Key is perpetual.
2.5. Non-Transferability. Your license is personal to You (or, in the case of an Entity Licensee, to Your legal entity). You may not sell, transfer, gift, sublicense, or otherwise convey Your license to any third party. In the event of a corporate change of control affecting an Entity Licensee, Fulks may, in its sole discretion and upon written request, permit transfer of the license to the surviving or successor entity; such permission shall not be unreasonably withheld.
3.1. Free Updates Within Major Version. During the lifecycle of the major version for which You purchased a License Key (e.g., v1.x), Fulks will make available to You, at no additional charge, updates and patches released within that major version. You are not obligated to install any update.
3.2. Paid Upgrades to Future Major Versions. Upgrades to subsequent major versions (e.g., v2.0) may require purchase of a new License Key at then-current pricing. Fulks may, in its sole discretion, offer reduced upgrade pricing to existing Licensees.
3.3. No Obligation to Develop. Fulks has no obligation to release updates, patches, or upgrades, or to maintain the Software in any particular form.
3.4. No Automatic Update Check. The Software does not check for updates automatically and does not contact Fulks servers to verify license status, send telemetry, or otherwise transmit information at runtime. You may check for updates by visiting [https://stemdesk.ai/updates].
4.1. You shall not:
4.2. License Key Confidentiality. Your License Key is personal to You. You are responsible for maintaining its confidentiality. Sharing or publishing Your License Key is a material breach of this Agreement and grounds for termination under Section 11.
5.1. Software. The Software is licensed, not sold. Fulks and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted to You other than the limited license expressly set forth in this Agreement.
5.2. Your Output. As between You and Fulks, You retain all right, title, and interest in and to Your Output. Fulks claims no ownership of, and no license to, audio mixes, masters, recordings, or other creative works You produce using the Software. You may use Your Output for any lawful purpose, including commercial release, broadcast, streaming, licensing, and sale, without payment of royalties or further license fees to Fulks.
5.3. Feedback. If You provide Fulks with suggestions, ideas, bug reports, feature requests, or other feedback regarding the Software ("Feedback"), You grant Fulks a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use such Feedback for any purpose, without obligation or attribution.
6.1. Notice. The Software incorporates Third-Party Components licensed from third parties. The THIRD_PARTY_LICENSES.txt file installed with the Software identifies these components and reproduces their license terms in full.
6.2. No Additional Restrictions. Use of the Software is governed by this Agreement. Where a Third-Party Component is licensed under terms that grant You additional rights (for example, open-source licenses), those rights are preserved.
6.3. Trademark Acknowledgments. Pro Tools, AAX, and Avid are trademarks or registered trademarks of Avid Technology, Inc. Steinberg and VST are trademarks of Steinberg Media Technologies GmbH. StemDesk is a third-party developer in the Avid AAX Developer Program; the Software is not produced, endorsed, or affiliated with Avid Technology, Inc. or Steinberg Media Technologies GmbH beyond such program relationships and standard plug-in format compatibility.
6.4. PACE / iLok Authorization for AAX. The AAX-format StemDesk plug-ins require a valid PACE iLok account and (where applicable) iLok USB or iLok Cloud authorization to load in Pro Tools. iLok accounts may be created at no cost via www.ilok.com; iLok USB hardware and iLok Cloud subscriptions are sold separately by PACE Anti-Piracy, Inc. and are not included with the Software. The VST3-format StemDesk plug-ins do not require iLok authorization. PACE Anti-Piracy, Inc. is an independent third party; Fulks is not affiliated with PACE beyond standard plug-in protection arrangements.
7.1. Payment Processor. Payment for Pro and Studio Tier License Keys is processed by Stripe, Inc. Your payment information is collected and stored by Stripe pursuant to Stripe's Privacy Policy and Terms of Service. Fulks does not receive or store Your full payment card information.
7.2. Taxes. Prices stated do not include sales, use, value-added, or similar taxes, which are Your responsibility where applicable.
7.3. License Delivery. Following successful payment, Your License Key will be delivered to the email address associated with Your purchase. Delivery is typically within minutes but may be subject to delays in email delivery systems outside Fulks's control. If You do not receive Your License Key within twenty-four (24) hours, contact [support@stemdesk.ai].
7.4. Refund Policy. You may request a full refund of Your License Fee within fourteen (14) days of purchase, for any reason, by emailing [support@stemdesk.ai] with Your order details. Upon refund:
7.5. No Chargebacks Without First Contacting Support. You agree to contact Fulks support to resolve any payment dispute before initiating a chargeback with Your payment provider. Initiating a chargeback without first contacting Fulks support is a material breach of this Agreement and grounds for immediate termination under Section 11.
8.1. Use of the Software is subject to the StemDesk Privacy Policy, available at [https://stemdesk.ai/privacy] and incorporated by reference. The Privacy Policy describes what information Fulks collects, how it is used, and Your rights with respect to that information.
8.2. Data Stored on Your Device. The Software stores the following on Your device:
%APPDATA%\stemdesk\legal-acceptance.json or equivalent platform-specific location);%APPDATA%\stemdesk\license.json (or equivalent platform-specific location), together with the email address associated with Your purchase, Your purchased Tier, the License Key issuance date, and the date of activation on Your device. This file is never transmitted to Fulks. License validation is performed locally on Your device by verifying the Ed25519 cryptographic signature on Your License Key against a public key bundled with the Software;You are responsible for the security of these files on Your device. Loss of the license.json file may require You to re-enter Your License Key.
8.3. No Data Transmitted to Fulks at Runtime. The Software does not transmit any data to Fulks servers during runtime. The Software operates entirely offline after activation. Network activity initiated by the Software occurs only at Your explicit request, such as downloading an AI model from a third-party host (e.g., HuggingFace) via the StemDesk model manager, or opening Your default web browser when You click a link within the Software.
8.4. Plug-In Network Behavior. The StemDesk plug-ins, when loaded inside a digital audio workstation (DAW), do not make any external network calls. The plug-ins communicate only with the StemDesk desktop application via local loopback (127.0.0.1) on Your device, and only when the StemDesk desktop application is running. No data leaves Your device as a result of plug-in operation.
9.1. AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9.2. No Audio Quality Warranty. Fulks does not warrant that:
9.3. AI Features Are Tools, Not Services. The Software includes AI-assisted mixing, mastering, and analysis features (primarily within the Studio Tier). These features are tools intended to assist Your creative process. Fulks makes no representations as to the artistic, technical, or commercial quality of AI-generated suggestions or Output. You remain solely responsible for the final mix, master, and any creative decisions made with or without the assistance of these features. Fulks does not warrant that AI-generated Output will be suitable for any particular use.
10.1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FULKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR CREATIVE WORK PRODUCT, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT FULKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FULKS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO FULKS FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).
10.3. Essential Basis. You acknowledge that the disclaimers and limitations in Sections 9 and 10 are an essential basis of the bargain between the parties, that Fulks would not provide the Software under this Agreement absent these provisions, and that the License Fees reflect this allocation of risk.
10.4. Jurisdictional Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. To the extent any such exclusion or limitation is held unenforceable in Your jurisdiction, the disclaimers and limitations in Sections 9 and 10 shall apply to the maximum extent permitted by applicable law.
11.1. Automatic Termination for Breach. This Agreement terminates automatically, without notice from Fulks, upon Your material breach of any of its terms. Upon termination, You must immediately:
11.2. Termination by Fulks for Cause. Fulks may, in its sole discretion, terminate this Agreement and add Your License Key to the next-released revocation list for cause, including without limitation: (a) Your material breach of Sections 4.1, 4.2, or 7.5; (b) fraudulent purchase activity, chargeback abuse, or misrepresentation; (c) use of the Software in violation of applicable law; or (d) any conduct that, in Fulks's reasonable judgment, threatens the integrity of the Software's license enforcement system or other Licensees. You acknowledge that revocation is implemented via a revocation list distributed with future releases of the Software, and that Your continued use of the Software version installed before such revocation does not extend Your license, which has been terminated under this Section.
11.3. Effect of Termination. Sections 4 (Restrictions), 5 (Ownership), 7.5 (No Chargebacks Without First Contacting Support), 8 (Privacy and Data), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11.3 (Effect of Termination), 12 (Governing Law and Disputes), and 13 (General) survive termination.
11.4. No Refund Upon Termination for Cause. Termination of this Agreement for Your breach does not entitle You to a refund of any License Fees paid.
12.1. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
12.2. Venue. Subject to Section 12.3, the exclusive venue for any dispute arising out of or related to this Agreement shall be the state and federal courts located in Riverside County, California, and the parties hereby consent to the personal jurisdiction of such courts.
12.3. Informal Dispute Resolution. Before initiating any formal legal proceeding, You agree to first contact Fulks at [legal@stemdesk.ai] with a written description of the dispute and an opportunity for Fulks to resolve it informally. The parties shall negotiate in good faith for at least thirty (30) days following such notice before either party may initiate formal proceedings.
12.4. Equitable Relief. Notwithstanding Section 12.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information without first engaging in informal dispute resolution.
12.5. Class Action Waiver. You and Fulks each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. The parties waive any right to participate in a class, consolidated, or representative action. This Section 12.5 does not preclude either party from seeking public injunctive relief to the extent required by applicable law.
13.1. Entire Agreement. This Agreement, together with the Privacy Policy and any Order Confirmation issued to You upon purchase, constitutes the entire agreement between You and Fulks regarding the Software and supersedes all prior or contemporaneous communications, whether oral or written, regarding the same subject matter.
13.2. Amendment. Fulks may amend this Agreement from time to time. Material amendments will be communicated to You via the email address associated with Your purchase (if any) or by notice within the Software. Your continued use of the Software following the effective date of an amendment constitutes Your acceptance of the amended terms. If You do not agree to an amendment, Your sole remedy is to cease use of the Software and uninstall it; this does not entitle You to a refund of any License Fees paid more than fourteen (14) days prior to the amendment effective date.
13.3. No Waiver. Failure by Fulks to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision.
13.4. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed only to the extent necessary to make it enforceable.
13.5. Assignment. You may not assign or transfer this Agreement or any rights or obligations hereunder without Fulks's prior written consent, except as expressly permitted under Section 2.5. Fulks may assign this Agreement, in whole or in part, without restriction. Any attempted assignment in violation of this Section is void.
13.6. Notices. Notices to Fulks under this Agreement shall be sent to [legal@stemdesk.ai] with a copy to Fulks, Inc., c/o OC Recording Company, 24433 Citrus Hill Rd, Wildomar, CA 92595. Notices to You shall be sent to the email address associated with Your purchase, or, for Free Tier users, by notice within the Software.
13.7. Export Control. You acknowledge that the Software may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and re-export restrictions and to not export, re-export, or transfer the Software to any prohibited destination, end user, or end use. You represent that You are not located in, or a national or resident of, any country to which the United States has embargoed goods or services, and that You are not listed on any U.S. Government list of prohibited or restricted parties.
13.8. Government End Users. If You are acquiring the Software on behalf of any unit or agency of the U.S. Government, the Software is "commercial computer software" and "commercial computer software documentation" as defined in FAR § 12.212 and DFARS § 227.7202, and the Government's rights are limited to those granted to all other Licensees under this Agreement.
13.9. Force Majeure. Fulks shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, government action, labor disputes, pandemics or public health emergencies, internet or telecommunications outages, payment processor failures, or supplier failures.
13.10. Independent Contractors. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.
13.11. Headings. Section headings are for convenience only and do not affect interpretation.
ACKNOWLEDGMENT
BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.
Fulks, Inc.
c/o OC Recording Company
24433 Citrus Hill Rd
Wildomar, CA 92595
[legal@stemdesk.ai]
StemDesk End User License Agreement, Version 1.0, [LAUNCH DATE]. © 2026 Fulks, Inc. All rights reserved.