Licensing Terms

Overview

This page is the single source of truth for all licensing details across Surkyl products, including MueSync. It covers license types, cloud quotas, device policies, payment terms, and related provisions.

Other legal documents — including our Terms of Service, End User License Agreement, and Acceptable Use Policy — reference this page for licensing specifics.

Core Principles

Our licensing model is built on the following non-negotiable principles:

1. No Deception: We never promise "unlimited" or "perpetual" for something that has running costs. If there is an ongoing cloud cost, it cannot be perpetual.
2. Perpetual Means Perpetual: Perpetual licenses are only offered for features that run locally with no ongoing infrastructure cost. Cloud-dependent features cannot have perpetual licenses.
3. Good Faith Systems: We offer grace periods, retries, and flexibility as good faith. We reserve the right to revoke these for users who abuse the system.
4. Hostile Response to Gaming: Any attempt to exploit licensing loopholes, share licenses, or circumvent payment will be treated as hostile behavior and may result in immediate termination.

Definitions

• "License" — A right to use specific software, features, or plugins under the terms described in this document.
• "Plugin" — An add-on module that extends the functionality of the base application (e.g., stem separation, audio mastering).
• "Quota" — A monthly allocation of cloud processing resources included with your subscription plan, which resets each billing cycle.
• "Credits" — Purchased processing units (e.g., stem credits, AI credits) that do not expire and are consumed after subscription quota is exhausted.
• "Fallback License" — A perpetual license to a specific software version earned after 12 continuous months of a plugin subscription.
• "Update Entitlement" — The period during which you receive free software updates after a one-time purchase.
• "Seat" — One named user slot within a team or organization plan.
• "EMI" — Equated Monthly Installment; a rent-to-own payment arrangement.
• "Cloud Services" — Features that require server-side processing, including AI inference, cloud storage, and synchronization.

License Types

1. Perpetual License

Acquired via: One-time purchase

Duration: Forever — survives account deletion

• Permanent ownership of the purchased software or plugin version
• Works offline for local-only features
• Includes 1–3 years of free updates (see Update Entitlements)
• After the update period, you may continue using your current version indefinitely or purchase a major version upgrade at a loyalty discount

Important: A perpetual plugin license grants access to the feature. Cloud processing resources are separate and require an active subscription or top-up credits.

Example: You buy the "Unlimited Stems" plugin for $79. You own the plugin forever with 2 years of free updates. However, stem separation uses cloud AI, so you need an active subscription or stem credits to process audio.

2. Subscription License (Plugin)

Acquired via: Monthly or yearly subscription to a specific plugin

Duration: Active while subscription is current

• Access to the latest version at all times
• JetBrains-style fallback: After 12 continuous paid months, you receive a perpetual fallback license locked to the version available at the 12-month mark
• Cancellation means loss of access unless a fallback license has been earned
• You may resume your subscription at any time

Example: You subscribe to "Stems Unlimited" at $9/month. At month 12, you earn a fallback license for v1.4. If you cancel at month 14, you keep perpetual access to v1.4 but not newer versions.

3. Plan-Bundled License

Acquired via: Included with a subscription plan (Starter, Pro, Star, etc.)

Duration: Active while subscribed to the qualifying plan

• No separate purchase required — included at certain plan tiers
• Downgrading to a lower tier means loss of access to unbundled features
• No fallback license (this is not a direct plugin subscription)

4. Installment License (EMI / Rent-to-Own)

Acquired via: Monthly installment payments over a chosen tenure (3, 6, or 12 months)

Duration: Becomes perpetual after the final payment

• Access to the plugin while payments are current
• All payments complete = perpetual license granted (same as one-time purchase)
• Update entitlement starts from the completion date
• Early payoff allowed — pay the remaining balance at any time

See Payment Terms for payment failure handling.

5. Enterprise License

Acquired via: Custom contract negotiation

Duration: Per contract terms

• Supersedes standard terms where specified in the enterprise agreement
• May include volume licensing, custom quotas, dedicated support SLA, and custom integrations
• Standard licensing terms apply for anything not covered by the enterprise contract

License Components

Your license consists of separate components, each with distinct terms. Changes to one component do not affect the others.

1. Core License Grant

Your right to use the software. For one-time purchases, this is perpetual. For subscriptions, it is term-limited. The core license grant cannot be revoked except for material breach of our terms.

2. Update Entitlement

Your right to receive software updates. Time-limited based on your purchase price (see Update Entitlements). Can be extended via upgrade purchase or subscription.

3. Support Entitlement

Your right to receive technical support. Matches your update entitlement period. Subject to our current Support Policy, which may change. Support is not perpetual, even for perpetual licenses.

4. Cloud Services

Access to cloud-based features (AI processing, cloud storage, synchronization). Not included in perpetual licenses. Requires an active subscription or top-up credits. Subject to availability and current terms.

Cloud & Quota System

Cloud-based features operate on a quota system. Your subscription plan includes a monthly allocation of processing resources.

How Quotas Work

• Usage accumulates against your monthly quota
• At the quota limit, processing is blocked (you are never charged overage fees)
• To continue: wait for the next billing cycle (quota resets), buy a top-up pack, or upgrade your plan
• Subscription quota does NOT roll over — it resets each billing cycle

Quota Changes on Plan Changes

• Upgrade: New (higher) quota applies immediately. Current usage carries over.
• Downgrade: New (lower) quota applies immediately. If current usage exceeds the new quota, processing is blocked until the next cycle or a top-up is purchased.

Consumption Order

The system always consumes subscription quota first, then top-up credits. This maximizes the value of your purchased credits.

Top-Up Packs

Top-up packs provide additional capacity beyond your plan quota.

Credit-Based Top-Ups (Stems, AI Credits)

• Expiration: Never — credits are valid until fully consumed
• Stacking: Multiple purchases stack (100 + 100 = 200 available)
• Survives downgrade: Yes — credits remain available regardless of plan changes

Resource-Based Top-Ups (Storage)

• Expiration: End of billing period (monthly or yearly add-on)
• Rollover: No — this is a capacity increase, not a balance
• Rationale: Storage has ongoing infrastructure cost and cannot be offered in perpetuity

Update Entitlements

Perpetual License Updates

Free update entitlement is based on the plugin purchase price:

After the free update period, you may continue using your current version indefinitely. Major version upgrades are available at a loyalty discount.

Subscription Updates

Subscribers always have access to the latest version while their subscription is active.

Fallback License Updates

Fallback licenses are locked to the version at the fallback trigger point. To receive further updates, resume your subscription or purchase an upgrade.

Installment License Updates

Update entitlement begins on the date of your final installment payment. Duration follows the same price-based schedule as perpetual licenses.

Device & Seat Policy

Devices: Unlimited (Good Faith)

• You may install and use our software on unlimited devices that you own or control
• All devices must be owned or controlled by you personally
• No license sharing — your license is personal to you and may not be shared with others

Seats: Per Plan Tier

• Team and organization plans have seat limits based on your subscription tier
• Each seat is for one named user
• Additional seats may be purchased as add-ons

Enforcement

Our unlimited device policy is offered in good faith. We do not aggressively police device counts. However, we reserve the right to revoke licenses, invalidate license keys, and terminate accounts for detected abuse, including license sharing or circumventing seat limits.

Payment Terms

Purchase Types

Subscription Management

• Upgrade: Immediate access, prorated billing
• Downgrade: Takes effect at the end of the billing cycle; new quota applies immediately
• Cancellation: Access continues until the end of the current billing period
• Auto-renewal: Subscriptions renew automatically unless cancelled before the renewal date
• Price changes: 30 days' advance notice via email or in-app notification

Installment (EMI) Payment Failure

We reserve the right to immediately terminate installment arrangements without a grace period for repeat offenders or any detected attempt to game the system.

Refund Policy

All purchases are final and non-refundable. This applies to subscription payments, one-time purchases, top-up packs, and installment payments (partial or complete).

In extreme circumstances, we reserve the right (but not the obligation) to issue refunds on a case-by-case basis at our sole discretion. Qualifying situations include documented technical issues preventing any use or billing errors on our end.

To request an exception, contact support with a detailed explanation. Our decision is final.

License Priority

When you hold multiple licenses for the same feature, the most favorable license applies:

1. Perpetual License (owned outright)
2. Fallback License (earned via 12-month subscription)
3. Active Subscription License (direct plugin subscription)
4. Plan-Bundled License (included in plan tier)
5. Installment License (in progress, not yet perpetual)

Example: You own a perpetual Stems license and also subscribe to the Star plan (which bundles Stems). If you downgrade from Star, Stems still works because your perpetual license takes priority. Cloud credits follow your current plan quota.

Flexibility Provisions

Modification Rights

We may modify these terms at any time with 30 days' notice via email or in-app notification. For perpetual licenses, modifications apply to support and ancillary services only — the core license grant (your right to use the software version you purchased) remains unchanged.

Discontinuation Rights

We may discontinue any product, service, feature, or licensing option at our discretion with reasonable notice. This includes specific plugins, licensing options (e.g., perpetual, subscription, EMI), support tiers, and cloud services. Existing license holders retain their license rights under terms in effect at the time of purchase.

Grandfathering

If we modify or discontinue a licensing option, existing license holders ("grandfathered users") retain their license rights as granted at the time of purchase. Grandfathered users remain subject to current support policies, updated system requirements, current policies for ancillary services, and applicable laws.

Component Severability

Each license component (core grant, update entitlement, support entitlement, cloud services) may be modified independently. Changes to support or cloud services do not affect your core license grant.

Enterprise Licensing

Enterprise customers may negotiate custom terms governed by a Master Service Agreement (MSA) or Enterprise License Agreement (ELA). Enterprise contracts may modify quota limits, user/seat management, payment terms, SLA guarantees, and support response times.

The following cannot be modified by enterprise contracts:

• Core intellectual property protections (no source code access)
• AI model restrictions (no extraction or reverse engineering)
• Third-party license pass-throughs
• Core business principles (no perpetual cloud services)

For enterprise inquiries, contact [email protected].

Contact Information

For questions about licensing:

• General licensing inquiries: [email protected]
• Enterprise licensing: [email protected]
• Billing and payments: [email protected]