End-User License Agreement (EULA)
Last updated: May 25, 2026
This End-User License Agreement ("Agreement") is a legal agreement between you ("you" or "Licensee") and David D. Karnowski, an independent developer (individual / sole proprietor) based in the United States ("we", "us", or "Licensor"), for the Spiralyst Lab software, including its executable code, assets, and accompanying documentation (the "Software").
By downloading, installing, activating, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not download, install, activate, or use the Software.
1. Definitions
- "Software" means the Spiralyst Lab application for macOS, including its executable code, bundled assets, and any updates or new versions we make available to you under this Agreement.
- "License Key" means the serial number we issue to you to activate the Software.
- "License Term" means the fixed one-year period described in Section 5.
- "Output" means the artwork, video, images, presets, and other content you create using the Software.
2. Acceptance
You accept this Agreement by downloading, installing, activating, or using the Software, whichever happens first. If you are entering into this Agreement on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization.
3. License grant
Subject to your payment of the applicable fee and your compliance with this Agreement, we grant you a personal, non-exclusive, non-transferable, revocable license to install and use the Software for the License Term (Section 5). The license is granted to a single user; that user may install and use the Software on Mac computers that they own or control, provided it is not used by more than one person at the same time. This license is non-transferable — you may not assign, sell, sublicense, rent, or otherwise transfer it or your License Key to anyone else. We may offer separate volume or multi-seat licensing on request.
4. License Key and activation
Activation requires a License Key (serial number) we issue to you. Your License Key is personal to you. You agree not to share, publish, resell, lend, or otherwise distribute your License Key. We may deactivate License Keys that are shared, resold, or otherwise used in violation of this Agreement.
5. License Term and renewal — no auto-renewal
This license is valid for a fixed term of one (1) year from the date your License Key is issued (the "License Term"). The annual term exists so that all users remain on a current, code-signed, notarized, and supported version of the Software.
This is a fixed term that does not automatically renew. You will not be charged again unless you choose to make a new purchase. There is no subscription, no recurring billing, and nothing to cancel. When the License Term ends, your license to use the Software expires, and you may re-purchase a new one-year license to continue using it. We are not obligated to provide the Software, updates, or support after the License Term ends.
6. Restrictions
You may not, except to the extent applicable law expressly permits despite this limitation:
- copy (except for a reasonable backup), rent, lease, lend, sell, sublicense, redistribute, or otherwise transfer the Software or your License Key;
- reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the limited extent that applicable law permits this notwithstanding this restriction (for example, for interoperability), and only after requesting the necessary information from us;
- modify, adapt, translate, or create derivative works of the Software;
- remove, alter, or obscure any proprietary notices on the Software;
- circumvent, disable, or interfere with the Software's licensing or security mechanisms;
- use, export, or re-export the Software except in compliance with applicable U.S. export-control and economic-sanctions laws — you represent that you are not located in a country subject to a U.S. embargo and are not listed on any U.S. government denied-, restricted-, or sanctioned-party list; or
- use the Software for any unlawful purpose.
7. Ownership and intellectual property
The Software is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant you any rights to our trademarks, logos, or service marks. Your Output belongs to you — artwork, recordings, images, presets, and other content you create with the Software are yours, and we claim no ownership of or license to your Output.
You are solely responsible for your Output and for any content you import into or use with the Software (for example, logos, images, audio, or SVG artwork), including ensuring you hold all rights and permissions necessary to use it. We are not responsible for your Output or your imported content.
8. Third-party / open-source components
The Software is built entirely on permissively licensed third-party components (such as MIT, Apache-2.0, BSD, and ISC) — it does not include any GPL, AGPL, or LGPL components. Those components remain subject to their own license terms, and their license notices and attributions are preserved in the Software's acknowledgements / third-party-licenses notice (also summarised at spiralyst.com/acknowledgements). To the extent any open-source license conflicts with this Agreement, the open-source license governs for that component.
9. Privacy
The Software requires no account and collects no telemetry or analytics; it sends nothing home. Audio captured from your system audio, a microphone, or any audio input device or interface is analyzed live, on your device, solely to generate visuals, and is never recorded or transmitted by us. The only data exchanged in connection with the Software is your purchase, which is handled by PayPal as our payment processor (charges appear as "David D. Karnowski"); we never receive or store your full payment-card details. See our Privacy Policy for details.
10. Updates
We may, but are not obligated to, provide updates, bug fixes, or new versions during your License Term. Any such updates are part of the Software and are governed by this Agreement unless accompanied by a separate license.
11. Disclaimer of warranties
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, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. YOU USE THE SOFTWARE AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT. OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE CURRENT LICENSE TERM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, AND NOTHING IN THIS AGREEMENT AFFECTS ANY MANDATORY CONSUMER RIGHTS THAT APPLY TO YOU AND CANNOT BE WAIVED.
13. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless the Licensor from and against any third-party claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Software; (b) your Output or any content you import into or use with the Software, including any claim that it infringes or misappropriates a third party's intellectual-property or other rights; or (c) your violation of this Agreement or of applicable law. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate.
14. Dispute resolution and class-action waiver
Informal resolution first. Before starting any formal proceeding, you agree to contact us at support@spiralyst.com and give us at least thirty (30) days to try to resolve the matter informally.
Class-action waiver. To the maximum extent permitted by law, you and we agree that each may assert claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action.
Carve-outs. Nothing in this Section prevents either party from bringing an individual claim in small-claims court, and nothing in this Section limits any right that mandatory consumer-protection law in your place of residence gives you and that cannot be waived. This Section does not apply where it is prohibited by applicable law — including to consumers in the European Union and the United Kingdom, whose statutory rights are unaffected.
15. Termination
This Agreement and your license terminate automatically at the end of the License Term, and may terminate earlier if you breach it. On termination, you must stop using the Software and delete all copies in your possession or control. Sections that by their nature should survive (including 6–9, 11–14, 16, and 18) survive termination.
16. Governing law and venue
This Agreement is governed by the laws of the State of California, United States, without regard to conflict-of-laws rules, and the state and federal courts located in California will have exclusive jurisdiction and venue, except where applicable consumer-protection law gives you the right to bring proceedings, or requires that proceedings be brought, elsewhere.
17. Changes to this Agreement
We may update this Agreement for future versions or purchases. The version of this Agreement in effect at the time of your purchase governs that purchase. Material changes affecting how the Software is owned or operated — including any change of ownership of the Software or the Licensor — will be noted in our release notes.
18. Entire agreement and severability
This Agreement, together with the Privacy Policy, Terms of Service, and Refund Policy, is the entire agreement between you and us regarding the Software and supersedes any prior understanding on that subject. If any provision is held unenforceable, the rest of the Agreement remains in effect.
19. Contact
Questions about this Agreement: support@spiralyst.com · David D. Karnowski.