Vizibeat End User License Agreement
Version 2 | Effective Date: April 21, 2026
Publisher: Empa3D LLC, a California limited liability company
Primary Notice Email: legal@empa3d.com
Website: https://vizibeat.com
Physical service of process, where required by law, may be directed to Empa3D LLC’s registered agent on file with the California Secretary of State (see https://bizfileonline.sos.ca.gov/).
Summary for Subscribers (Non-Legal Overview)
Vizibeat is a commercial Unreal Engine 5 plugin from Empa3D LLC, offered in four tiers: Lite (free), Creator, Pro, and Studio. Paid tiers are monthly or annual subscriptions.
A Seat is one activated installation on one device for one named individual. Pro is solo-only and limited to Paid Entities with trailing-12-month revenue below $150,000; teams and higher-revenue Paid Entities use Studio. Lite and Creator are non-commercial. Pro and Studio permit Commercial Use. To monetize work made under a lower Tier, re-render it on Pro or Studio first; upgrading alone does not retroactively license prior Output.
You own what you create; Empa3D owns Vizibeat, its built-in content, UI widgets, and trademarks. Rendered Output keeps the watermark and resolution baked in at export. Motion Graphs and Note Sequences continue to run at their creation Tier after cancellation; modifying them reverts them to the current Tier.
Upgrades are immediate and prorated; downgrades and cancellations apply at the end of the billing period. Subscriptions auto-renew unless canceled. You can cancel as easily as you signed up. EU/UK consumers have a 14-day withdrawal right on paid Subscriptions, subject to the immediate-access waiver at checkout.
Vizibeat does not clear music licenses. Vizibeat is not affiliated with Epic Games; you need your own Unreal Engine license. Do not reverse engineer Vizibeat, bundle it inside a competing tool, or use it or its Output to train a competing AI model.
You must be 18, or the age of majority in your jurisdiction if higher. You accept this Agreement by clicking through the acceptance prompt at installation, checkout, or first launch. This Agreement supersedes the Vizibeat Beta Test Agreement once you use the 1.0 Software. The full agreement below is binding.
This Vizibeat End User License Agreement (“Agreement”) is entered into between Empa3D LLC, a California limited liability company (“Empa3D”), and the individual or entity accepting it or using the Software (“Subscriber”).
1. PURPOSE
This Agreement governs Subscriber’s installation and use of the Vizibeat plugin and the associated activation, licensing, and account services on a subscription basis.
2. ELIGIBILITY
Subscriber represents and warrants that (a) they are at least 18 years of age, or the age of majority in their jurisdiction of residence if higher, (b) if accepting on behalf of an entity, they have authority to bind that entity, and (c) their use of the Software does not violate applicable law. Empa3D does not knowingly collect personal information from children under 13 and complies with COPPA and equivalent laws. Empa3D may exclude any jurisdiction at its discretion.
3. DEFINITIONS
“Software” means the Vizibeat plugin and related files distributed by Empa3D, including installers, object code, content packs, sample assets, documentation, and updates made available during Subscriber’s subscription.
“Services” means the activation, licensing, account, telemetry, and support services operated by Empa3D.
“Tier” means one of Lite, Creator, Pro, or Studio, as defined in Section 5.
“Seat” means one activated installation of the Software, on one device, for one named natural person. Two concurrent devices for the same individual require two Seats.
“Team” means the Seats managed by a Studio Subscriber.
“Subscription” means an active paid entitlement to a Tier purchased through Empa3D’s Merchant of Record.
“Output” means any audiovisual work, render, export, or build produced by Subscriber using the Software.
“Motion Graph” means a node-based visual scripting asset created in the Software.
“Note Sequence” means a musical-timeline asset created in the Software.
“Built-In Content” means content Empa3D ships with the Software (templates, samples, UI widgets, documentation).
“Commercial Use” means use of the Software or Output intended to produce commercial advantage or monetary or in-kind compensation, whether or not received. Unmonetized personal or student work is not Commercial Use. Transitioning prior non-Commercial Output to Commercial Use is governed by Section 12.
“Paid Entity” means, for any Commercial Use of the Software or its Output, the legal entity that receives or is entitled to receive the primary economic benefit of that Commercial Use, or — where no such entity exists — the Subscriber personally.
“Financial Threshold” means that the Paid Entity has gross revenue exceeding USD $150,000 during the trailing twelve (12) months.
“Feedback” means suggestions, bug reports, feature requests, or analysis Subscriber voluntarily submits about the Software. Feedback does not include Subscriber’s Output or creative materials.
“Confidential Information” means non-public Empa3D materials Empa3D marks or reasonably identifies as confidential, including non-public APIs, debugging payloads, internal logs, and schemas. The Software’s UI appearance during normal use is not Confidential Information.
“Privacy Policy” and “Refund Policy” mean Empa3D’s current policies at https://vizibeat.com/privacy-policy/ and https://vizibeat.com/refund-policy/, incorporated by reference.
“Unreal Engine” means the Unreal® Engine software licensed by Epic Games, Inc., which Subscriber must separately license.
“Paddle” means Paddle.com Market Limited, Empa3D’s Merchant of Record.
4. LICENSE GRANT
Subject to Subscriber’s compliance, Empa3D grants Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to install and use the Software during an active Subscription, within Subscriber’s Tier and the Seat model in Section 9. The license does not transfer ownership of any Empa3D intellectual property, and no rights are granted except those expressly stated.
5. TIERS
Feature, offline-grace, support, and pricing details for each Tier are at https://vizibeat.com/pricing/ and incorporated by reference; Empa3D may modify those descriptions consistent with Section 33. Tier entitlements in effect at the start of an active billing period continue to apply through that period, regardless of pricing-page changes.
5.1. Lite (free, default). No Commercial Use. No packaging into shipped Unreal Engine builds. All Output is watermarked.
5.2. Creator (paid). No Commercial Use. Output up to 1080p is unwatermarked; higher resolutions are watermarked.
5.3. Pro (paid). Commercial Use permitted for Subscribers whose Paid Entity is below the Financial Threshold. One Seat, solo only; no Team. Output up to 4K (3840×2160) unwatermarked. Pro Subscribers may package shipped Unreal Engine builds and distribute them commercially or non-commercially. A Subscriber whose Paid Entity meets or exceeds the Financial Threshold must use Studio.
5.4. Studio (paid). Commercial Use permitted. Required for Team use and for any Subscriber whose Paid Entity meets or exceeds the Financial Threshold. Output at any resolution unwatermarked. Packaging and distribution rights as for Pro.
6. SUBSCRIPTION AND PAYMENT
Paid Tiers are sold monthly or annually through Paddle as Merchant of Record. Pricing, frequency, currency, and taxes are disclosed at checkout. Upgrades take effect immediately and are prorated; downgrades and cancellations take effect at the end of the current billing period, with no proration or partial refund except as required by the Refund Policy or law. Seat increases are immediate and prorated; Seat decreases take effect at period end. If a Studio Seat decrease reduces the Team allowance, the Services revoke the oldest-accepted invitations.
6.1. EU/UK Withdrawal Right. Consumer Subscribers resident in the EU, UK, EEA, or any jurisdiction granting a statutory distance-selling withdrawal right may withdraw from a paid Subscription within 14 days of purchase. At checkout, Subscriber may be asked to expressly consent to immediate access and to acknowledge loss of the withdrawal right once Empa3D has fully performed, as permitted by Art. 16(m) of the EU Consumer Rights Directive and equivalent national law. To withdraw, send an unequivocal statement of the decision to withdraw to Paddle (Merchant of Record) via Paddle’s support channel within the 14-day window; no specific form is required. Paddle will process the refund within 14 days of receiving the notice. All other refunds are governed by the Refund Policy.
6.2. Pro Eligibility Attestation. At checkout for Pro, Subscriber affirmatively attests that its Paid Entity is below the Financial Threshold. If the Paid Entity meets or exceeds the Financial Threshold during an active Pro Subscription, Subscriber shall, no later than the next renewal date, either (a) upgrade to Studio, which takes effect immediately and is prorated as provided in Section 6, or (b) cancel the Subscription before renewal. Continued use of Pro after the next renewal with knowledge that the Financial Threshold has been met or exceeded is a material breach (see Section 12 and Section 25.1(d)).
7. AUTOMATIC RENEWAL AND CANCELLATION
PAID SUBSCRIPTIONS AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD AT THE THEN-CURRENT PRICE UNLESS SUBSCRIBER CANCELS BEFORE THE RENEWAL DATE.
At checkout, Empa3D and Paddle disclose the renewal price, billing frequency, automatic-renewal nature, and cancellation method. Subscriber may cancel at any time through https://vizibeat.com/account or Paddle’s cancellation interface; cancellation is available through the same medium and with substantially the same ease as enrollment, consistent with the FTC Negative Option Rule (16 C.F.R. Part 425). After cancellation, Subscriber retains the paid Tier until period end, then moves to Lite.
For annual Subscriptions, Empa3D will send the advance-renewal notice required by California’s Automatic Renewal Law, New York GOL § 5-903, and equivalent laws between 15 and 45 days before the renewal date. Subscribers in Germany and other EU Member States may exercise any monthly-cancellation right granted by local law (including § 309 No. 9 BGB as amended by the German Fair Consumer Contracts Act) after an initial fixed term. Where any other jurisdiction’s consumer-protection or auto-renewal law applies, Empa3D will comply, and the statutory requirement controls over any conflicting provision here.
Empa3D may change pricing on notice; changes take effect at the next renewal. Subscriber may cancel before the new price applies without further charge.
8. ACCEPTANCE AND ACTIVATION
Subscriber accepts this Agreement by clicking, checking, or otherwise acknowledging the “I accept” prompt presented at account creation, installation, checkout, or first launch. To the extent permitted by applicable law, downloading, installing, activating, subscribing to, or using the Software also constitutes acceptance. Such acceptance is a valid electronic signature under Section 36.
Activation binds an installation to Subscriber’s account and to a hardware fingerprint as described in the Privacy Policy. Subscriber is responsible for deactivating Seats on lost or compromised devices. The Software validates entitlements online when possible; offline, it relies on the cached entitlement up to the Tier’s offline grace period. Empa3D may extend an offline grace period at its discretion.
9. SEATS, TEAMS, AND STUDIO TIER
One Seat entitles one named natural person to one activated installation on one device. Two concurrent devices for the same individual require two Seats. Sharing a Seat is not permitted. Transfer of a Seat to a different individual requires deactivation and re-binding through the account portal; operational steps are in Empa3D’s support materials.
Creator and Pro Subscribers hold a Seat attached to their own account. Pro is reserved for solo professional use; a Pro Subscriber may not invite or provision other individuals. Teams of any size must use Studio.
On Studio, the purchasing account becomes the Team owner, holds one Seat, and may invite individuals to occupy the remaining Seats up to the Services’ invitation limit. Invited individuals may accept one Team invitation at a time, are bound by this Agreement on acceptance, and may not invite further individuals. Seat-count reductions cause the Services to revoke the oldest-accepted invitations.
Lite is the default Tier for any account without an active paid Subscription.
10. PERMITTED USE
Subject to Subscriber’s Tier, Subscriber may:
(a) install and run the Software inside the Unreal Engine editor on a licensed device;
(b) author Motion Graphs, Note Sequences, and related assets;
(c) render Output up to the Tier’s unwatermarked resolution; higher resolutions are permitted with Empa3D’s watermark;
(d) if on Pro or Studio, package Unreal Engine projects incorporating the Software’s runtime into shipped builds and distribute them commercially or non-commercially;
(e) use normal Unreal Engine profiling, debugging, and toolchain features on the Software; and
(f) share screenshots and videos of the Software’s UI as displayed during normal use, without confidentiality obligation as to that UI.
The Lite Tier does not permit packaging into shipped Unreal Engine builds.
11. PROHIBITED USE
Subscriber shall not, and shall not permit any third party to:
(a) reverse engineer, decompile, disassemble, or derive source code, binary structure, or internal schemas of the Software, except to the extent expressly permitted by applicable law (including Art. 6 of EU Directive 2009/24/EC for interoperability);
(b) modify, adapt, or create derivative works of the Software, including UI widgets, Blueprints, node schemas, or internal assets, other than Subscriber’s own Motion Graphs, Note Sequences, parameter configurations, and scenes authored in ordinary course;
(c) bypass or circumvent licensing, authentication, telemetry, watermarking, Tier enforcement, or other protective measures;
(d) share, transfer, lease, rent, loan, resell, or sublicense the Software, its binaries, credentials, Seats, or user accounts;
(e) bundle, embed, or redistribute the Software, in whole or in part, as a component of another commercial procedural-animation or motion-graphics tool;
(f) modify, re-skin, rebrand, or redistribute Vizibeat’s UI widgets (including WBP_ Blueprints in the VizibeatUI module) or branded visual elements;
(g) publish, disclose, or transmit Confidential Information;
(h) use the Software or any Output to train, fine-tune, or develop any AI/ML model intended for commercial release and whose primary purpose is to perform procedural music visualization in competition with the Software;
(i) use any AI/ML, scraping, or binary-analysis tool to reverse engineer, replicate, or modify the Software or its Output pipeline, except to the extent expressly permitted by applicable law (including interoperability under EU Directive 2009/24/EC and text-and-data-mining under EU Directive 2019/790);
(j) publish misleading or commercially-motivated benchmarks or competitive analyses without Empa3D’s prior written permission; truthful, non-misleading performance reporting permitted by applicable law is not prohibited;
(k) use the Software in furtherance of warfare, mass surveillance, or any activity prohibited by applicable law or under Section 32; or
(l) represent that the Software is endorsed, supported, or distributed by Epic Games, Inc.
12. COMMERCIAL USE
Commercial Use is permitted only on Pro and Studio. Lite and Creator do not permit Commercial Use.
If Subscriber created or rendered work while on Lite or Creator and later wishes to make Commercial Use of it, Subscriber must first either (a) re-create and re-render it under an active Pro or Studio Subscription, or (b) obtain a separate written license from Empa3D. Upgrading alone does not retroactively authorize Commercial Use of Output rendered on a lower Tier; only Output rendered under an active Pro or Studio Subscription (or covered by a separate written license) is authorized. Empa3D may verify the Tier of Output from embedded watermark state and Services records; unauthorized Commercial Use is a material breach and triggers Section 25.1(d).
Pro is further limited to Subscribers whose Paid Entity is below the Financial Threshold (Section 3). A Subscriber who renews a Pro Subscription with knowledge that the Paid Entity meets or exceeds the Financial Threshold engages in unauthorized Commercial Use, which is a material breach and triggers Section 25.1(d).
13. OUTPUT AND OWNERSHIP
As between Empa3D and Subscriber, Subscriber owns its Output and its Motion Graphs, Note Sequences, parameter choices, scene configurations, and other creative materials authored using the Software, subject to third-party rights (including music rights under Section 16) and Empa3D’s rights in the Built-In Content.
Empa3D owns the Software, including its source and object code, executables, UI widgets, node schemas, the Vizibeat name and marks, and the Built-In Content. Nothing in this Agreement transfers ownership of Empa3D intellectual property.
If Subscriber customizes Built-In Content, Empa3D retains ownership of the underlying content and any verbatim or substantially-verbatim portions, and Subscriber owns original creative additions. Subscriber may not redistribute customized Built-In Content separately from Subscriber’s own project materials.
14. POST-CANCELLATION AND DOWNGRADE RIGHTS
(a) Output rendered while on a paid Tier keeps its watermark and resolution state and may be distributed perpetually, subject to third-party rights (including music rights under Section 16).
(b) Motion Graphs and Note Sequences created on a given Tier continue to execute at that Tier’s feature set and resolution settings in the editor and in packaged builds, regardless of later downgrade, cancellation, or pause.
(c) New renders from pre-existing Motion Graphs or Note Sequences after a downgrade follow the current (lower) Tier’s watermark and resolution rules.
(d) Modifying a pre-existing Motion Graph or Note Sequence after a downgrade subjects that asset, and any Output rendered from it thereafter, to the current Tier’s rules. Subscriber may not create new Motion Graphs, Note Sequences, or Output under a paid Tier’s feature set after downgrading.
15. UNREAL ENGINE COMPLIANCE AND ATTRIBUTION
The Software is a third-party plugin for Unreal Engine. Subscriber must separately hold a valid Unreal Engine license from Epic Games, Inc., and comply with the Unreal Engine EULA. Empa3D is not a party to Subscriber’s Unreal Engine license.
Vizibeat is an independent product of Empa3D LLC, not affiliated with, endorsed by, or sponsored by Epic Games, Inc. Unreal® and Unreal Engine® are trademarks of Epic Games, Inc.
Where Subscriber distributes a credited work using the Software, Subscriber shall include an attribution substantially in the form: “This product uses Unreal® Engine. Unreal® is a trademark or registered trademark of Epic Games, Inc. This product uses Vizibeat, an independent product of Empa3D LLC.”
16. MUSIC RIGHTS AND CLEARANCES
The Software does not grant or procure any license to any musical work, sound recording, or other third-party content. Subscriber is solely responsible for obtaining all necessary rights for any music or copyrighted material used with the Software or its Output, including synchronization, master-use, mechanical, public-performance (including licenses from ASCAP, BMI, SESAC, GMR, PRS, and equivalent foreign organizations), and venue or broadcast licenses required for live performance, streaming, or distribution.
Empa3D makes no representation regarding the availability, validity, or sufficiency of music-rights licenses.
17. THIRD-PARTY COMPONENTS
The Software operates with third-party technologies including Unreal Engine, Paddle, and Google Firebase. Subscriber’s use of those technologies may be governed by their providers’ terms.
18. FEEDBACK
Subscriber grants Empa3D a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose, with no obligation of attribution, compensation, or confidentiality. To the extent applicable law recognizes non-waivable moral or similar rights in Feedback, Subscriber irrevocably waives them to the fullest extent permitted. Empa3D may develop similar features independently. Subscriber’s Output and creative materials are not Feedback.
19. CONFIDENTIALITY
Subscriber shall not publish, disclose, or transmit Confidential Information. The Software’s UI appearance and operation as displayed during normal use are not Confidential Information. This obligation survives termination for three (3) years.
20. PRIVACY AND DATA PROTECTION
Empa3D’s processing of Subscriber’s personal data is governed by the Privacy Policy at https://vizibeat.com/privacy-policy/, incorporated by reference. Empa3D LLC is the data controller; data-protection inquiries may be directed to legal@empa3d.com. Nothing in this Agreement limits Subscriber’s non-waivable rights under applicable data-protection law (including GDPR, UK GDPR, CCPA/CPRA, and equivalents).
21. SUPPORT AND SERVICE LEVELS
Support is best-effort through the channels available to Subscriber’s Tier. Empa3D does not offer an uptime SLA or guarantee response or resolution times, and may change support channels on notice.
22. UPDATES AND COMPATIBILITY
During an active paid Subscription, Subscriber may install updates made generally available for Subscriber’s Tier. Empa3D may add, modify, or remove features and does not warrant continued compatibility with any version of Unreal Engine, plugin, OS, or hardware.
23. WARRANTY DISCLAIMER
THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ACCURACY. EMPA3D DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM DEFECTS.
Where applicable law does not permit exclusion of certain implied warranties, they are excluded to the maximum extent permitted, and any non-excludable warranty is limited to the minimum duration permitted.
24. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, EMPA3D IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, SERVICE INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.
Empa3D’s total aggregate liability to Subscriber for all claims arising from or related to this Agreement and the Software and Services shall not exceed the greater of (a) fees paid by Subscriber to Empa3D in the twelve (12) months preceding the claim, or (b) the applicable Tier floor: USD $500 (Lite/Creator), USD $2,500 (Pro), or USD $10,000 (Studio). This cap does not apply to Empa3D’s indemnification obligation under Section 25.2 (separately capped in Section 25.4), Subscriber’s payment and indemnification obligations, or any liability that cannot be limited under applicable law.
The warranty disclaimer and these limits are essential elements of the bargain and apply notwithstanding failure of essential purpose of any limited remedy. Nothing in this Section limits liability that cannot be limited under applicable law, including for fraud, gross negligence, willful misconduct, death or personal injury caused by negligence, or non-excludable statutory consumer rights (including under the Australian Consumer Law, UK Consumer Rights Act 2015, and applicable EU consumer-protection laws).
25. INDEMNIFICATION
25.1. By Subscriber. Subscriber shall indemnify, defend, and hold harmless Empa3D and its officers, members, employees, and agents from any claim, damage, liability, or expense (including reasonable attorney fees) arising from (a) Subscriber’s breach of this Agreement, (b) Subscriber’s use of the Software or Output in violation of law or any third party’s rights, (c) any music-rights or other content-rights claim from music or content Subscriber used with its Output, (d) Subscriber’s Commercial Use of Output not authored under the appropriate Tier, or (e) Subscriber’s violation of Section 32.
25.2. By Empa3D. Empa3D shall defend Subscriber against any third-party claim alleging that Subscriber’s authorized use of the unmodified Software directly infringes intellectual property rights in Subscriber’s jurisdiction of residence, and shall pay damages finally awarded against Subscriber (or settlements agreed by Empa3D), subject to Section 25.4. Section 25.2 does not apply to claims arising from (i) Subscriber’s Output or content, (ii) combinations with products or materials not provided by Empa3D, (iii) unauthorized modification of the Software, (iv) use after Empa3D has notified Subscriber of a required update or alternative version, or (v) Commercial Use in violation of Section 12. Empa3D may, in its sole discretion, (A) procure the right for Subscriber to continue using the Software, (B) modify or replace it with a materially equivalent non-infringing version, or (C) terminate the Subscription and refund prepaid unused fees — any of which satisfies Empa3D’s obligation in full.
25.3. Cap on Empa3D Indemnification. Notwithstanding Section 24, Empa3D’s total aggregate liability under Section 25.2 shall not exceed the greater of (a) two (2) times fees paid by Subscriber in the 24 months preceding the claim, or (b) USD $25,000.
25.4. Procedure. The indemnified party shall promptly notify the indemnifying party, allow it to control defense and settlement, and cooperate reasonably. The indemnifying party shall not settle in a manner admitting the indemnified party’s liability or imposing non-monetary obligations without the indemnified party’s prior written consent.
26. TERMINATION
Empa3D may terminate this Agreement immediately on notice if Subscriber materially breaches, engages in unauthorized use or distribution, fails to pay and does not cure within a reasonable period after notice, or violates Section 32.
Subscriber may terminate at any time by canceling all Subscriptions and ceasing use. Cancellation of a paid Subscription moves Subscriber to Lite at the end of the current billing period; it does not terminate this Agreement as to continued Lite use.
On termination by Empa3D for Subscriber’s material breach, Subscriber shall cease all use of the Software, delete all installed copies and Confidential Information, and confirm deletion to legal@empa3d.com within seven (7) days. This obligation applies to breach-based terminations only, not to ordinary cancellation or downgrade.
The following survive termination: Sections 13, 14, 18, 19, 20 (data-subject rights and retention), 23, 24, 25, 29, 30, 34, 37, and any provision that by its nature should survive.
27. SUSPENSION
Empa3D may suspend access to the Services for breach, non-payment, security risk, or legal compliance, and will restore access when the reason is resolved.
28. COMPLIANCE VERIFICATION
On reasonable suspicion of breach, Empa3D may request limited information sufficient to verify compliance, with five (5) business days’ notice and no more than one request every 90 days.
29. CONSUMER-PROTECTION PRESERVATION
Nothing in this Agreement waives mandatory statutory rights Subscriber has as a consumer under the laws of Subscriber’s jurisdiction of residence that cannot be waived by contract, including rights under the EU Consumer Rights Directive, EU Unfair Contract Terms Directive, UK Consumer Rights Act 2015, Australian Consumer Law, Canadian provincial consumer-protection legislation (including the Quebec Consumer Protection Act), California consumer-protection legislation (including ARL, CLRA, CCPA/CPRA), and equivalent laws. Any provision conflicting with such a mandatory right is deemed modified, only to the minimum extent necessary, to comply.
30. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
30.1. Governing Law. This Agreement is governed by California law without regard to conflict-of-law principles, except where Subscriber’s mandatory local law requires otherwise. The UN CISG does not apply.
30.2. Informal Resolution. Before initiating arbitration or litigation, the complaining party shall send written notice to legal@empa3d.com (for Empa3D) or the registered email (for Subscriber), and the parties shall attempt in good faith to resolve informally for 30 days. This step does not apply to claims for injunctive relief to protect intellectual property or enforce Sections 11, 12, or 32.
30.3. Binding Individual Arbitration. Subject to 30.4–30.6, disputes not resolved under 30.2 shall be resolved by binding individual arbitration administered by JAMS — under the JAMS Streamlined Rules and Consumer Minimum Standards for U.S. Subscribers, and the JAMS International Arbitration Rules otherwise — before a single arbitrator, in English, seated in Los Angeles, California (remote participation permitted). Empa3D shall pay JAMS filing, administrative, and arbitrator fees to the extent required by JAMS Consumer Minimum Standards or law. The award is final and enforceable in any court of competent jurisdiction.
30.4. Small-Claims Exception. Either party may bring an individual claim in a small-claims court of competent jurisdiction where the claim qualifies.
30.5. 30-Day Opt-Out. Subscriber may opt out of arbitration by sending a signed written opt-out notice to legal@empa3d.com within 30 days of first accepting this Agreement, including Subscriber’s name, account email, acceptance date, and an unambiguous opt-out statement. An opting-out Subscriber may bring individual disputes in the state or federal courts in San Bernardino County, California (exclusive jurisdiction), subject to 30.6.
30.6. Class-Action Waiver. To the fullest extent permitted by law, the parties each waive any right to participate in a class, collective, mass, or representative action, in court or arbitration. This waiver does not apply where prohibited by mandatory applicable law. If held unenforceable as to a particular claim, that claim is severed and litigated in court; the remainder of Section 30 continues to apply.
30.7. Consumer-Forum Preservation. This Section does not deprive a consumer Subscriber of the non-waivable right to bring proceedings in, or to benefit from the mandatory consumer-protection laws of, the Subscriber’s jurisdiction of habitual residence.
30.8. Injunctive Relief. Empa3D may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or enforce Sections 11, 12, or 32.
31. FORCE MAJEURE
Neither party is liable for delays or failures caused by events beyond its reasonable control, including war, terrorism, civil unrest, epidemics, natural disasters, prolonged telecom or cloud-infrastructure outages, cyberattacks, governmental action, or supply-chain disruption. The affected party shall promptly notify the other, mitigate reasonably, and resume performance when the condition ends. If the condition continues over 90 consecutive days, the unaffected party may terminate the affected Subscription on written notice with a prorated refund of prepaid unused fees. This Section does not excuse payment obligations, confidentiality, or violations of the prohibited-use, non-circumvention, or sanctions provisions.
32. EXPORT CONTROLS AND SANCTIONS
Subscriber shall comply with all applicable U.S. export laws and regulations, including EAR and OFAC regulations, and with equivalent laws applicable in Subscriber’s jurisdiction.
Subscriber represents that they are not located in, or a national or resident of, any country or region subject to a comprehensive U.S. government embargo, and are not on any U.S. government prohibited-party list, including the SDN list. The current list of prohibited jurisdictions and parties is maintained at https://vizibeat.com/export-compliance/.
33. CHANGES TO THIS AGREEMENT
33.1. Non-Material Changes. Empa3D may post non-material changes at https://vizibeat.com/eula/ and, where appropriate, notify Subscriber by email. Non-material changes take effect 30 days after posting, or sooner if required by law or security. Non-material means typographical corrections, clarifications that do not reduce Subscriber’s rights, reorganization, and compliance updates.
33.2. Material Changes. A material change is any change that (a) increases payment obligations, (b) reduces a Tier entitlement applicable to Subscriber’s active Subscription, (c) expands Empa3D’s rights over Subscriber’s Output, Feedback, or personal data, (d) materially reduces Subscriber’s privacy or data-protection rights, or (e) materially changes dispute-resolution, governing-law, class-action-waiver, or limitation-of-liability provisions. For material changes, Empa3D will give at least 30 days’ email notice and require Subscriber’s affirmative re-acceptance before the change takes effect as to Subscriber. If Subscriber declines, Subscriber may cancel before the change takes effect and receive a prorated refund of prepaid fees for the period after the change.
33.3. Statutory Compliance. For any change governed by California’s ARL, the FTC Negative Option Rule, or equivalent law, Empa3D will comply with that law’s notice and consent requirements, which control over this Section.
34. ENTIRE AGREEMENT AND SUPERSESSION
This Agreement, with the Privacy Policy and the Refund Policy (each incorporated by reference), is the entire agreement between the parties with respect to the Software and Services and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral — including emails, onboarding materials, chat communications, all prior versions of this Agreement, and the Vizibeat Beta Test Agreement (all versions). Subscribers who previously accepted an earlier agreement are bound by this Agreement upon using the Software after the effective date. No prior promise or representation not contained here is binding.
35. NOTICES
Routine notices to Empa3D shall be sent by email to legal@empa3d.com (Empa3D’s designated notice address). Where applicable law requires physical service of process, notice may be directed to Empa3D LLC’s registered agent on file with the California Secretary of State (publicly available at https://bizfileonline.sos.ca.gov/). Empa3D will also furnish its current business address on written request to legal@empa3d.com within ten (10) business days. Notices to Subscriber are sent to the email address provided at registration; Subscriber shall maintain a valid address. Email notices are deemed delivered 24 hours after sending absent delivery failure; certified mail or international equivalent is deemed delivered upon confirmed receipt.
36. ELECTRONIC ACCEPTANCE
Subscriber agrees that clicking, checking, or acknowledging the acceptance prompt in Section 8 — or, to the extent permitted by applicable law, downloading, installing, activating, subscribing to, or using the Software — is a valid and binding electronic signature and acceptance of this Agreement, with the same effect as a handwritten signature, under the U.S. E-SIGN Act, UETA, EU Regulation 910/2014 (eIDAS), and equivalent laws. Subscriber may request a non-electronic copy by email to legal@empa3d.com.
37. ASSIGNMENT
Subscriber may not assign or transfer this Agreement, by operation of law or otherwise, without Empa3D’s prior written consent; any attempted assignment without consent is void. Empa3D may assign in whole or part to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets relating to the Software.
38. SEVERABILITY
If any provision is held unenforceable or invalid, the remainder remains in full force, and the unenforceable provision shall be modified to the minimum extent necessary to be enforceable while preserving the parties’ original intent.
39. LANGUAGE AND TRANSLATION
This Agreement is in English. Translations are for convenience; in conflict, English controls, except where mandatory local law requires otherwise. A French translation for Quebec Subscribers is available at https://vizibeat.com/eula-fr-ca/ and, to the extent required by the Charter of the French Language (CQLR c. C-11), governs as to those Subscribers. Where any other jurisdiction’s mandatory law requires a local-language consumer contract, Empa3D will make a translation available on request or at https://vizibeat.com/eula/.