End User License Agreement | TK Acoustic Lab

License Name: Desktop DSP Proprietary End User License 1.0
Effective Date: September 21, 2026
Licensor: TK Acoustic Lab
Covered Software: Desktop DSP

This End User License Agreement (the “Agreement”) sets out the terms under which TK Acoustic Lab (the “Licensor”) provides Desktop DSP and its accompanying documentation (collectively, the “Software”). By downloading, installing, or using the Software, you (the “User”) agree to this Agreement. If you do not agree to this Agreement, do not use the Software and delete all copies in your possession.

1. License Grant

Subject to the User’s compliance with this Agreement, the Licensor grants the User a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to install and use the Software.
An individual User may use the Software for personal and business purposes on computers that the User owns or controls.
A corporation or other organization may use the Software for its internal business purposes on computers that it owns or controls. Its officers, employees, and contractors performing work for the organization may use the Software under the organization’s control.
There is no limit on the number of installations. The Software does not require a license key or account authentication and is not subject to a time limit or subscription.
The User may make copies of the Software to the extent reasonably necessary for disaster recovery, backup, or permitted internal deployment within an organization.

2. User Outputs and Data

Rights in audio processed with the Software and in projects, settings, measurement results, graphs, FIR coefficients, and other outputs created by the User remain with the User or the applicable lawful rights holder.
The User may use those outputs for personal and business purposes, including commercial purposes. The Licensor does not charge a fee or royalty for such outputs.
The User may input into the Software only audio, coefficients, and other data that the User is entitled to use.
The User is responsible for backing up project files and related data.

3. Restrictions

Except to the extent expressly permitted by applicable law and incapable of restriction by contract, the User must not, without the Licensor’s prior written permission:

sell, resell, distribute, redistribute, lend, lease, transmit, publish, upload, or sublicense the Software or any copy of it to a third party outside the User’s organization;
provide the Software or its operation as a hosted, time-sharing, or similar service that a third party can use directly;
modify, adapt, or translate all or any part of the Software, or create derivative software based on the Software;
reverse engineer, decompile, or disassemble the Software, or attempt to obtain its source code or non-public specifications;
circumvent or disable any technical protection measure;
remove, obscure, or alter any copyright, trademark, license, or other proprietary notice; or
use the name Desktop DSP, the name TK Acoustic Lab, a product logo, or any other designation in a way that falsely suggests affiliation with, endorsement by, or certification from the Licensor.

This Section does not prohibit editing projects, changing settings, importing coefficients, performing analyses, or exporting data through the functions ordinarily provided by the Software. It also does not prohibit providing clients with outputs processed using the Software, provided that the Software itself is not made available for use by a third party.

4. Intellectual Property

All copyrights, trademarks, and other intellectual property rights in the Software and related materials belong to the Licensor or to third parties that have licensed those rights to the Licensor.
This Agreement does not transfer ownership of the Software or any intellectual property right to the User.
All rights not expressly granted under this Agreement are reserved by the Licensor or the applicable rights holder.

5. Third-Party Software

The Software includes JUCE, React, and other third-party software.
Third-party software is subject to the license terms specified by its respective rights holders.
Copyright notices and license terms for third-party software are provided in THIRD_PARTY_NOTICES.md and the licenses directory supplied with the Software.
If this Agreement conflicts with third-party license terms, the third-party license terms control with respect to the applicable third-party software.

6. Volume and Connected-Equipment Safety

The Software may produce high output levels or unexpected signals as a result of gain, filter, polarity, delay, routing, or other settings.
When first using the Software, changing settings, or connecting equipment, the User must take appropriate safety measures, including muting the amplifier or speakers and setting a low playback level.
The User must review the ratings, operating instructions, and safety precautions for all connected equipment.

7. Updates, Changes, and Support

The User may use a lawfully obtained version of the Software indefinitely, provided that the User complies with this Agreement.
The Licensor has no obligation to continue providing updates, corrections, additional features, compatibility with future operating systems or hardware, a re-download facility, or individual support.
A new version may be subject to new or modified terms presented when that version is obtained. Modified terms do not apply retroactively to an older version that the User has already lawfully obtained.
Contact information will be provided on the official Desktop DSP distribution page.

8. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Software is provided “as is.”
The Licensor does not warrant that the Software will meet the User’s particular purposes, remain available at all times, operate without errors or interruptions, produce analysis results of any particular accuracy, or be compatible with all equipment.
This Section does not limit any warranty or User right that cannot be limited or excluded under mandatory law or applicable consumer protection law.

9. Limitation of Liability

To the fullest extent permitted by applicable law, the Licensor is not liable for any indirect, special, or consequential damages, loss of profits, business interruption, loss of data, or damage to equipment arising from the use of or inability to use the Software.
If the Licensor is liable for damages caused by its ordinary negligence, that liability is limited to direct and ordinary damages proximately caused by such ordinary negligence, and the Licensor’s aggregate liability is capped at JPY 10,000.
The preceding two paragraphs do not apply to damages caused by the Licensor’s intentional misconduct or gross negligence, damages to life or body, or any case in which liability cannot be limited under applicable law.
Nothing in this Section constitutes an admission that the Licensor has any liability for damages or a promise to compensate the User.

10. Term and Termination

This Agreement takes effect when the User downloads, installs, or uses the Software.
The User may terminate this Agreement at any time by deleting the Software and all copies of it.
The Licensor may terminate the license if the User materially breaches this Agreement. If the breach can be remedied, the Licensor may terminate the license only if the User fails to remedy the breach within 14 days after receiving notice from the Licensor.
Upon termination of the license, the User must stop using the Software and delete the Software and all copies in the User’s possession.
Sections 2 through 6, 8, 9, 11, and 12 survive termination to the extent required by their nature.

11. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of Japan.
The Tokyo District Court or the Tokyo Summary Court has exclusive jurisdiction as the court of first instance over any dispute arising out of or relating to this Agreement or the Software.
The preceding paragraph does not exclude any right available to the User under applicable consumer protection law or other mandatory law.

12. General

The User may not assign its position under this Agreement or any right or obligation under this Agreement to a third party without the Licensor’s prior written permission.
If any part of this Agreement is held invalid or unenforceable, the remaining provisions remain in effect.
This Agreement constitutes the agreement between the User and the Licensor concerning the license to use the Software. Third-party licenses and any other separately applicable terms apply together with this Agreement to the matters they govern.