# Patchfields — End User Licence Agreement **Effective date:** [EFFECTIVE DATE] **Licensor:** Kaiwen Nada ("Licensor", "we", "us") **Contact:** [CONTACT EMAIL] > **Draft for legal review.** This document was prepared to reflect what > Patchfields actually does. It has not been reviewed by a lawyer. Have counsel > licensed in your jurisdiction review it before you sell anything. Bracketed > fields must be filled in. Please read this agreement before using Patchfields. By installing, accessing, purchasing or using the Software, you agree to be bound by it. If you do not agree, do not use the Software. If you are agreeing on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" means that organisation. --- ## 1. Definitions **"Software"** means Patchfields: the modular audio and visual instrument supplied by Licensor, including the editor, the player runtime, the bundled brick library, documentation, and any updates supplied to you. **"Patch"** means a document you create with the Software describing an arrangement of bricks, connections, parameters and referenced media. **"Output"** means anything you produce using the Software: audio, video, images, recordings, exported files, performances and Patches. **"Exported Patch"** means a self-contained build produced by the Software's export feature, in either the folder form or the single-file form, which embeds a copy of the player runtime. **"Coop Service"** means the optional online pairing and relay service that connects two participants in a shared session. **"Third-Party Components"** means the software and model weights listed in `THIRD_PARTY_NOTICES.md`, which are licensed separately by their own authors. --- ## 2. Licence Grant Subject to your compliance with this agreement and payment of any applicable fees, Licensor grants you a personal, non-exclusive, non-transferable, revocable licence to install and use the Software for any purpose, personal or commercial, including live performance, recording, broadcast, installation and commercial release of your Output. This licence is granted to you for use by you. If you purchased for an organisation, the licence covers use by that organisation's personnel in the course of its business. **Nothing in this agreement takes a share of your creative work.** See section 4. --- ## 3. Restrictions You may not: - **(a)** sell, sublicence, rent, lease or redistribute the Software itself, or make it available to third parties as a standalone product, except as section 5 expressly permits for Exported Patches; - **(b)** remove, obscure or alter any copyright, licence or attribution notice in the Software, including the notices required by `THIRD_PARTY_NOTICES.md`; - **(c)** reverse engineer, decompile or disassemble the Software, except to the extent that applicable law expressly permits this despite this restriction, and then only to the extent so permitted; - **(d)** extract, isolate or repackage the Software's engine, brick library or player runtime in order to build, market or distribute a product that competes with the Software; - **(e)** circumvent or attempt to circumvent any licensing, activation or access-control mechanism; - **(f)** use the Software in violation of any applicable law, or in violation of section 8 (health and safety) or section 9 (capture and detection). The Software is licensed, not sold. Licensor retains all right, title and interest in and to the Software, including all intellectual property rights. All rights not expressly granted are reserved. --- ## 4. Your Work Is Yours **You own your Output.** Licensor claims no ownership of, and takes no licence in, any audio, video, image, recording, performance or Patch that you create with the Software. You may use, perform, publish, broadcast, licence and sell your Output freely. No royalty, revenue share, credit or attribution is owed to Licensor for anything you make, and you do not need our permission to release it commercially. This applies whether your Output is a finished record, a live set, a video, an installation, or a Patch you give to someone else. You are responsible for ensuring you hold the rights to any material you bring into the Software — samples, recordings, images, footage or fonts sourced from elsewhere. The Software does not clear rights on your behalf. --- ## 5. Sharing Patches and Exported Patches **Patch documents.** You may share, publish and sell your Patch documents freely. A Patch you author is your Output under section 4. **Exported Patches.** The export feature produces a build that embeds a copy of the Software's player runtime. Licensor grants you a royalty-free, worldwide licence to reproduce and distribute that embedded runtime **as part of an Exported Patch**, including for commercial purposes and including hosting an Exported Patch on a public website. That grant is limited in the following ways. In an Exported Patch you must not: - **(a)** separate the runtime from the Patch it was exported with, or distribute the runtime on its own; - **(b)** modify the runtime, other than through the Software's own export options; - **(c)** remove the attribution and third-party notices the export includes; - **(d)** present the Exported Patch in a way that suggests it is the Software itself, or that Licensor endorses or supplies your work. Media you place in an Exported Patch remains subject to your own rights and clearances under section 4. --- ## 6. Payment, Delivery and Refunds Fees, payment terms and supported payment methods are those stated at the point of purchase. Prices are exclusive of taxes unless stated otherwise; you are responsible for any applicable sales, use or value-added taxes. The Software is delivered digitally. Delivery is complete when you are given access to download or use it. **Refunds.** [REFUND POLICY — state your window and conditions, e.g. "Within 14 days of purchase, if you have not used the Software to export or record, contact us for a full refund." Consumer protection law in the purchaser's jurisdiction may grant refund or withdrawal rights that override whatever you write here; this clause does not limit those rights.] Fees are for the licence described in section 2. Licensor may change prices for future purchases at any time; a change does not affect a licence you have already bought. --- ## 7. Updates, Availability and Changes to the Software Licensor may issue updates, and may add, change or remove features. Where a change materially reduces functionality you paid for, we will make reasonable efforts to give notice. The Software is a creative tool under active development. Licensor does not guarantee that any particular brick, feature or behaviour will be preserved indefinitely, that Patches created in one version will open identically in another, or that the Software will remain compatible with any given browser, operating system or hardware device. **Keep your own backups of your Patches and Output.** Section 12 applies to their loss. --- ## 8. Health and Safety **Please read this section. It is the part of this agreement most likely to matter to you personally.** **Hearing.** The Software is a synthesiser. It can generate sustained full-amplitude audio, sudden transients and frequencies at the limits of human hearing, including as a result of feedback paths, patching mistakes, or parameter values entered by accident. Output levels can change abruptly and without warning. Set your output level conservatively before you begin. Take particular care with headphones and in-ear monitors, where there is no room between the transducer and your ear. Loud audio can cause permanent hearing damage. **Photosensitivity.** The Software's visual engine can produce rapidly flashing images, strobing, high-contrast alternation and rapidly shifting patterns. A small percentage of people may experience seizures, loss of awareness, altered vision or other symptoms when exposed to such images, and some of these people have no prior history of seizures or epilepsy. If you or anyone in your audience has any history of epilepsy or photosensitivity, consult a doctor before use. **Stop using the Software immediately and consult a doctor** if you or a viewer experiences dizziness, altered vision, eye or muscle twitching, disorientation, involuntary movement, convulsions or loss of awareness. **If you perform or install publicly, this responsibility is yours.** You are responsible for output levels at the venue, for warning your audience about flashing imagery, and for complying with any venue, broadcast or regulatory requirements that apply to your performance. Licensor has no control over how you configure or amplify the Software and accepts no responsibility for it. --- ## 9. Camera, Microphone, MIDI and Detection The Software can take input from your camera, microphone, MIDI devices, game controllers and device motion sensors, where you grant the browser permission. **This processing is local.** Camera and microphone data is processed in your browser. Licensor does not receive it, does not store it and does not transmit it. The object, hand and face detection features run entirely on your device using the model weights described in `THIRD_PARTY_NOTICES.md`. **Detection is not identification.** The bundled detection models locate hands, faces and common objects in a frame in order to drive musical parameters. They do not identify anyone, do not match against any database, and do not create biometric templates. The authors of the face and hand models state that "any form of surveillance or identity recognition is explicitly out of scope and not enabled by this technology." You must not attempt to use these features for surveillance, identification, biometric matching, or any purpose the model cards place out of scope. **Recording other people is your responsibility.** If you capture, record, stream or publish audio or images of any person using the Software, you are responsible for obtaining whatever consent and permissions the law of your jurisdiction requires, including under biometric, wiretap, privacy and data protection statutes. This is your obligation, not ours. --- ## 10. Optional Online Features ### 10.1 Coop Service The Coop Service pairs two participants and passes session data between them, either directly between browsers or, where a direct connection cannot be made, by relaying it. - **Content in transit.** When you join a session, the Patch state you are working on is transmitted to the other participant. Do not join a session with material you are not willing to share with the other participant. - **Retention.** The Coop Service is a relay, not a store. It does not retain your Patch content. Minimal session bookkeeping is discarded automatically once a session is empty. - **Availability.** The Coop Service is provided as a convenience, free of charge, with no uptime commitment. Licensor may modify, suspend or discontinue it at any time without notice or liability. It is not part of the Software you purchase, and its unavailability is not a defect in the Software. - **Conduct.** You must not use the Coop Service to transmit unlawful, infringing, harassing or malicious content, to attempt to gain unauthorised access, or to interfere with its operation or other participants' use of it. Licensor may block access for breach of this section. ### 10.2 Cloud Storage Integrations The Software can import media from Google Drive and Dropbox. **These integrations use credentials that you register and supply yourself.** Licensor is not a party to your relationship with those providers, receives nothing through those integrations, and has no access to your accounts or files. Your use of those services is governed by your agreement with each provider. ### 10.3 Live Data Feeds Certain bricks read publicly available third-party data feeds. Those feeds are operated by others. They may change, rate-limit, become unavailable or return inaccurate data at any time. Licensor does not control them, does not warrant them, and is not responsible for anything you rely on them for. Data obtained through them is subject to the terms of the operator supplying it. --- ## 11. Third-Party Components The Software incorporates Third-Party Components licensed by their own authors under their own terms, set out in `THIRD_PARTY_NOTICES.md`. Those terms govern those components and, where they conflict with this agreement in respect of those components, they prevail. Licensor makes no warranty in respect of Third-Party Components and, to the extent permitted by law, disclaims all liability arising from them. --- ## 12. Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED; THAT IT WILL OPERATE WITH ANY PARTICULAR BROWSER, DEVICE OR HARDWARE; OR THAT PATCHES, OUTPUT OR SETTINGS WILL BE PRESERVED, RECOVERABLE OR REPRODUCIBLE. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN ANY CIRCUMSTANCE WHERE FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, ENVIRONMENTAL OR FINANCIAL HARM. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you. Where implied warranties cannot be excluded, they are limited to the shortest period permitted by applicable law. --- ## 13. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, PATCHES, OUTPUT, RECORDINGS OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU ACTUALLY PAID FOR THE SOFTWARE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY UNITED STATES DOLLARS (US$50). **Nothing in this agreement excludes or limits liability that cannot lawfully be excluded or limited**, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or under any non-waivable consumer protection law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above may not apply to you. The limitations in this section apply even if a limited remedy fails of its essential purpose, and reflect a reasonable allocation of risk that forms an essential basis of the bargain between us. --- ## 14. Indemnity You agree to indemnify and hold harmless Licensor from any claim, demand, loss or expense (including reasonable legal fees) arising out of (a) your Output, (b) material you brought into the Software, (c) your use of the camera, microphone or detection features in respect of any person, (d) your public performance, installation or broadcast, or (e) your breach of this agreement. --- ## 15. Term and Termination This agreement takes effect when you first use the Software and continues until terminated. It terminates automatically if you materially breach it. Licensor may also terminate on notice if you breach section 3 or section 10.1. On termination you must stop using the Software and delete your copies. **Termination does not affect your Output.** Sections 4 and 5 survive termination: your Output remains yours, and Exported Patches you have already distributed remain licensed under section 5. Sections 3, 4, 5, 11, 12, 13, 14, 16 and 17 survive termination. --- ## 16. Governing Law and Disputes This agreement is governed by the laws of the State of [STATE], United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in [COUNTY/DISTRICT], [STATE] shall have exclusive jurisdiction, and you consent to their personal jurisdiction and venue, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property. If you are a consumer, this section does not deprive you of the protection of mandatory consumer law in your country of residence, or of the right to bring proceedings there where that law so provides. > [OPTIONAL — arbitration and class action waiver. Ask counsel whether you want > one. It changes consumer enforceability materially and is heavily regulated in > some US states; it is deliberately left out of this draft rather than > included by default.] --- ## 17. General **Entire agreement.** This agreement, together with `THIRD_PARTY_NOTICES.md` and any terms presented at the point of purchase, is the entire agreement between you and Licensor concerning the Software, and supersedes any prior understanding. **Changes.** Licensor may amend this agreement for future versions or future purchases. Material changes will be notified through the Software or by the contact means you provided. Continued use after a change takes effect constitutes acceptance. If you do not accept a change, stop using the Software; your rights under sections 4 and 5 in respect of Output already created are not affected. **Severability.** If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder shall continue in full force. **No waiver.** A failure to enforce any provision is not a waiver of it. **Assignment.** You may not assign this agreement without Licensor's prior written consent. Licensor may assign it in connection with a merger, acquisition or sale of assets. **Export compliance.** You may not use or export the Software in violation of applicable export control or sanctions laws. **Force majeure.** Licensor is not liable for any failure or delay caused by circumstances beyond its reasonable control. --- © [YEAR] Kaiwen Nada. All rights reserved.