Terms of Use

Last updated 23 Oct

End User License Agreement

IMPORTANT — READ CAREFULLY: This End User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and Ultra.Audio Limited (“Ultra”, “we”, “our”, “us”) for the software product “Ultra” and associated services, including the website, marketplace, associated media, "online" or electronic documentation ("Software").

We have the right to all intellectual property in the Software, and the right to licence the Software. This Agreement grants you a license to and governs your use of the Software.

By installing, downloading, using or otherwise accessing the Software, you agree to be bound by this Agreement.

If you do not agree, you must not use the Software.

Interpretation of this End User Licensing Agreement, (including the Sounds Licensing Agreement and Sounds Publishing Agreement)

When we use the word “includes” or “including”, that is not a form of limitation.
The Agreement is intended to apply in all countries worldwide, except where prohibited by law or export restrictions. It is subject to the laws applying to your country to the extent they cannot be contracted out of or waived. You may have other rights, including consumer rights, under the laws of your country. This Agreement does not change those other rights if the laws of your country do not permit it to do so.
Therefore, any provision of this Agreement that is not enforceable or becomes unenforceable does not invalidate the rest of the Agreement. The rest of the Agreement remains in effect with such changes as might be necessary to give effect to its intent without breaching local law.
We can change this Agreement as set out in the General Terms and Conditions below.

General Terms and Conditions

GRANT OF LICENSE

The Software is licensed, not sold.
We grant you a , non-exclusive, non-transferable, license to install and use one copy of the Software on any device that you own or control;

Solely for your personal or internal business use; and
Subject to the terms of this Agreement, except as otherwise required under applicable consumer law.

The software may be installed on multiple devices, but the software can only be activated on one device at any given time.
This license continues unless ended under the provisions of this Agreement.
We may immediately end or suspend the license granted under this Agreement:

In accordance with the provisions set out in this Agreement; or
If we in our sole opinion consider you have been or may be in breach of this Agreement.

RESTRICTIONS

To the extent permitted by law, you agree not to:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to extent that such actions cannot be prohibited by the laws of your country and they are necessary to achieve interoperability with another program.
Modify, adapt, translate, or create derivative works based on the Software.
Rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer the Software to any third party except as expressly permitted.
Use the Software in any unlawful manner or for any illegal purpose under applicable laws.
Circumvent or attempt to bypass any authentication, security, or licensing mechanisms.
Use the Software in a way that could impair the operation of Ultra’s servers or networks.
Engage in fraudulent, abusive, or illegal behaviour.
Use or attempt to use the Software in connection with malware of any kind.
Breach, attempt to breach the intellectual property rights we hold in the Software.
Take any action in connection with the Software that we consider in our sole opinion will or could bring us into disrepute.

OWNERSHIP

We and our licensors retain all rights, title, and interest in and to the Software, including intellectual property rights. You obtain no ownership rights by using the Software.

TERMINATION

This Agreement is effective until terminated.
You may terminate this Agreement by deleting all copies of the Software.
Upon termination, you must stop all use of the Software and permanently delete or destroy all copies in your possession.
Subject to your statutory refund rights and which remain unaffected, no refunds will be given if your license is terminated for cause.
Subject to meeting our obligations in connection with data and personal information, termination may result in your inability to access data, features, or services linked to your account.

PAYMENT

The Software license can be purchased for a one time payment. Payment details are set out on our website.
You may choose to use the 'rent to own' payment method, which will charge a monthly fee, until the Software has been paid for. Once the Software is paid for, no further payments will be required.
All payments are processed by third‑party payment processors; Ultra does not store your payment information.
Subject to clause 5.e and as required by applicable law, all sales are final and non‑refundable except as required by applicable law.
Digital goods are non-refundable once downloaded except as required by applicable law. If you are a consumer, subject to the consumer laws in your country, you may have 14 days after the date we confirm your order to change your mind about a purchase, but you lose this right when you start to download the Software.

WARRANTY DISCLAIMER

To the maximum extent permitted by law the Software is provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, either express or implied. If you are a consumer and you are based in the UK or the EU, the Software is provided with a limited warranty that it will be as described, fit for purpose and of satisfactory quality.
While we take positive steps to protect the Software from malware, we cannot promise the Software will not be used by third parties to transfer malware or otherwise to cause harm to you for any reason.
You assume all responsibility for your use of the Software.
We do not guarantee that the Software will be uninterrupted, error‑free, or that defects will be corrected.
If our online services are unavailable or Ultra goes offline, some or all Software functionality may cease to operate.
We may modify, suspend, or discontinue any aspect of the Services at any time without notice or liability to you.
The Software requires online sign‑in to function, and certain features may not be available offline or in the event the the Ultra website is unavailable.
Nothing in this Agreement excludes or limits any rights you may have under mandatory consumer protection laws in your country of residence that cannot be waived. However, all statutory, contractual or implied limits on our liability available to us in your jurisdiction apply to our relationship and the Software.

LIMITED LIABILITY

Our total liability to you will be limited to the amount you have paid to us for the Software, except where liability cannot be excluded or limited under applicable consumer law and this includes liability for fraud or fraudulent misrepresentation.
If you are a business, in no event will Ultra be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, unless required by applicable law.
If you are a consumer, Ultra will not be liable for losses you suffer if the loss is unexpected. This means that we are not liable for losses you suffer if it was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it.
Where permitted by applicable law, you waive the right to participate in any class action or class‑wide arbitration against Ultra.
We and our licensors are not liable for damages resulting from your use of the Patches or Sounds.
While all consumer rights under local law remain unaffected, all statutory, contractual or implied limits on our liability available to us in your jurisdiction that limit our liability to you, or anyone claiming through you, apply to any loss, cost or harm arising out of or in connection with our relationship, this Agreement and the Software.

INDEMNITY

Subject to other provisions of this Agreement and to the extent permitted by law, you agree to indemnify, defend, and hold harmless Ultra, its directors, officers, employees, and affiliates from any claims, damages, liabilities, costs, and expenses arising out of or in connection with:

Your accessing or use of the Software;
Any breach of this Agreement; or
Your Uploaded Sounds.

REVISIONS

We may update or revise this Agreement at any time by posting a new version on our website or within the Software.You will also be notified of material changes.
Continued use of the Software after changes are posted and notified constitutes your acceptance of the revised Agreement, subject to your rights under applicable law to reject unfair contract terms.

ELIGIBILITY

You must be at least 18 years old to use the Software.
If you are under 18, you may only use the Software with the consent, supervision, and involvement of a parent or legal guardian who agrees to be bound by this Agreement on your behalf.
By allowing a minor to use the Software, the parent or guardian becomes the licensee and agrees to be fully responsible for the minor’s use, including any payments, legal liability, and compliance with these terms.
By using the Software, you confirm that you meet this requirement.

11. GOVERNING LAW

To the extent permitted by applicable law:

You agree that this Agreement is formed in New Zealand; and
This Agreement shall be governed by the laws of New Zealand with the courts of New Zealand having exclusive jurisdiction; and
If you are a consumer resident in the EU, UK, Australia, or another jurisdiction with mandatory consumer protections, you may also bring proceedings in your home country; and
Before commencing legal proceedings, you agree to attempt to resolve the dispute in good faith by electronic communication with us. If no resolution is reached within 30 days of initial contact, either party may commence formal legal action; and
You waive any objection to New Zealand being an inconvenient forum for legal proceedings, and you agree not to bring or participate in any class action or class‑wide arbitration against us.

If you reside in Australia, Our Software comes with guarantees that cannot be excluded under the Australian Consumer Law. If you are a consumer under Australian Consumer Law:

For a major failure you are entitled to cancel and to receive a refund for any unused fees or to compensation for its reduced value.
You are entitled to have the Software repaired or replaced if it fails to be of acceptable quality and the failure does not amount to a major failure.
You are also entitled to a replacement or refund and compensation for any other reasonably foreseeable loss or damage from a failure in the service.

If you reside in New Zealand: You agree that if you acquire our Software in trade or otherwise for business purposes, it is fair and reasonable that the provisions of the Consumer Guarantees Act 1993 should not apply to our Software.

PRIVACY & DATA PROTECTION

We collect and process personal data as required to operate the Software. Our processing of personal information is described in our Privacy Policy, which complies with:

The New Zealand Privacy Act 2020
The European Union and UK GDPR
The California Consumer Privacy Act (CCPA) and other US state laws
The Australian Privacy Act 1988 (Cth)

By using the Software, you acknowledge that you have read our Privacy Policy. In jurisdictions where mandatory rights apply (e.g., GDPR data subject rights, CCPA opt-out rights), those rights are not excluded by this Agreement.
Sound data that you create using the Software is backed up online to our servers. We do not access this data on an individual basis. We access Sound data in aggregation for analytics purposes - for instance, to assess which features of the Software are being used.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and us regarding the Software and supersedes all prior understandings, whether written or oral.

Sound Licensing Agreement

If you purchase or download Synthesiser presets or Audio Samples (“Sounds”) from the ULTRA marketplace, including free Sounds or Sounds included in the factory library, the following licensing terms apply in addition to this Agreement:

SOUND LICENSE GRANT

We grant you a non-exclusive, royalty-free, worldwide, perpetual, transferable license to use the Sounds to:

Use the Sounds in new works - such as music, soundtracks, audiovisual productions, live performances, and other creative projects (New Works).
Sell, stream, license, or otherwise commercially exploit the New Works containing the Sounds.
Modify, process, or combine Sounds with other sounds as part of your New Works.

The license includes commercial and non-commercial uses.

PROHIBITED USES
You must NOT:

Distribute Sounds in isolation (e.g., via sample packs, sound libraries).
Use them in any way that competes with our business or licensors.
Claim ownership or exclusive rights over the Sounds.
Use artist names, images, likenesses or otherwise breach moral rights without explicit written consent.
Infringe third-party rights or violate laws with your usage.

OWNERSHIP & RIGHTS

You do not own the Sounds themselves; you are purchasing a license to use them under these terms.
You own the copyright in New Works you create using the Sounds but not in the Sounds.
You may sublicense your New Works to third parties (e.g., through record labels, publishers, or sync licensing agreements), provided the Sounds are incorporated into the New Works and are not distributed in isolation.

ATTRIBUTION

You are not required to credit Ultra, or the original Sound creator.
Note: Other platforms (e.g., PROs or libraries) may require you to disclose Sample usage, even if royalty-free.
You agree that we can provide the holder of moral and other rights with your contact information upon request.
A proof of Sound license can be provided to you on request.

SURVIVAL

The Sound Licensing Agreement terms survive the termination of your ULTRA account and remain in effect for any Sounds you have licensed.

NO WARRANTY

We do not warrant or guarantee that third parties will not object or otherwise take action to stop use of Sounds obtained from our site.
Sounds are provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, either express or implied, to the maximum extent permitted by law. If you are a consumer and you are based in the UK or the EU, the Sounds will be provided with a limited warranty that they will be as described, fit for purpose and of satisfactory quality.
Nothing in this Agreement excludes or limits any rights you may have under mandatory consumer protection laws in your country of residence. However, all statutory, contractual or implied limits on our liability available to us in your jurisdiction apply to our relationship and the Sounds provided through us.

Sound Publishing Agreement

If you upload Sounds (“Uploaded Sounds”) to the ULTRA Store for sale or distribution, the following additional terms apply.

OWNERSHIP

You retain full ownership of the Uploaded Sounds, including all copyrights and related rights.
You do not transfer copyright ownership to Ultra by publishing Sounds to the ULTRA Store

LICENSE TO ULTRA

By publishing Sounds to the ULTRA Store, you grant us a worldwide, non‑exclusive, fully transferable, royalty‑free, sub-licensable, and irrevocable license to:

Reproduce, distribute, transmit, publicly perform, and stream the Uploaded Sounds;
Modify, encode, and adapt the Uploaded Sounds for technical compatibility, marketing, and promotional purposes;
Make the Uploaded Sounds available for licensing to ULTRA users under the applicable Sound Licensing terms (including for use in New Works as defined in the Sounds Licensing Agreement);
Make commercial and non-commercial use of the Uploaded Sounds.

LICENSE TO USERS

You authorise us to provide a non-exclusive, royalty-free, worldwide, perpetual, transferable license of your Sounds to users of our service under our [Sound Licensing Agreement] or equivalent license terms, which may include:

Royalty-free usage in music, soundtracks, audiovisual productions, live performances, and other creative projects;
Selling, streaming, licensing or other commercial exploitation of the New Works containing Uploaded Sounds;
Modification, processing, or combining Uploaded Sounds with other sounds as part of New Works;
Commercial and non-commercial use;
Irrevocable usage rights after download;
The right not to credit you as the original Sound creator.

TERM AND REMOVAL

The license granted under this agreement is perpetual.
Ultra may remove or disable access to any Uploaded Sounds at any time and for any reason without prior notice.
You agree not to claim against us or hold us liable for any loss, cost or harm you suffer arising out of or in connection with removal of Uploaded Sounds or any other material from our site.
Removal of Uploaded Sounds from our site will end access via our site to the removed Sounds.
Removal of Uploaded Sounds from our site ends all of our obligations arising to you.

INTELLECTUAL PROPERTY RESPONSIBILITY

You are solely responsible for ensuring that your Uploaded Sounds do not infringe the rights of any third party. These rights include but are not limited to copyright, moral rights or harm to reputation.
You must only upload Sounds that you have created, own outright or have all necessary licenses and permissions for.
If we receive a complaint or legal demand that we consider in our sole discretion to be reasonable or valid regarding either misuse of intellectual property or harm of any kind, irrespective of whether there is a legal remedy, you agree that we may:

Provide your contact details to the complaining party;
Remove the complained about material;
Settle matters with the complainant in the most commercially and/or legally advantageous manner for us; and
Provide information to any law enforcement or regulatory authority.

You agree we have no obligation to defend or enforce moral or other rights.
If you consider there has been a breach of your rights by a user of our site, other than providing you with their contact details, you agree we have no obligation to take any action in connection with such a breach pending a decision of a judicial authority of competent authority.

PAYMENT TERMS

You will receive a negotiated percentage of Net Sound Income from sales of your Uploaded Sounds. “Net Sound Income” means the gross amount received by Ultra for your Sounds, less payment processing fees, refunds, chargebacks, and taxes, regulatory or other third-party charges or obligations arising in connection with or out of the licensing of your uploaded Sounds.
Payments are issued quarterly and only when your accrued earnings exceed USD $50. Payments will be made via the payment method selected in your Ultra account.
You agree to provide us with all information we might need to make payment including verified identification and other information to meet regulatory requirements. If you do not provide us with the information required for us to make payment, you accept that we will hold the funds without any obligation to earn interest or otherwise maintain the purchasing power of those funds.
If we are unable to pay you the funds within a reasonable time as determined within the context of the law applying to your jurisdiction, we may treat the funds as unclaimed and pay them to such regulatory agency that is responsible for unclaimed money in your jurisdiction as we in our sole discretion consider appropriate. Upon such payment and to the extent permitted by the law applying to your jurisdiction, all obligations we have to you to make payment of the funds shall be irrevocably at an end.

TAXES

You are solely responsible for reporting and paying all taxes, duties, or other governmental charges related to your earnings.
We may request tax documentation (e.g., W‑9, W‑8BEN) before issuing payments as required by applicable law.

SURVIVAL

These Sound Publishing terms survive any termination of your ULTRA account, and remain applicable to any Uploaded Sounds you provided while your account was active.

DMCA Policy

Digital Millennium Copyright Act (DMCA) Takedown Policy

We respect the intellectual property rights of others and expect our users to do the same. Pursuant to the Digital Millennium Copyright Act ("DMCA"), we have adopted the following policy concerning copyright infringement on our platform.

Ultra operates as a platform provider and does not pre‑screen Uploaded Sounds for copyright compliance.
Ultra complies with the Digital Millennium Copyright Act (DMCA) in the United States and equivalent legislation in other jurisdictions.
We reserve the right to remove or disable access to any Uploaded Sounds in response to a valid takedown notice under applicable law.

NOTIFICATION OF ALLEGED INFRINGEMENT

If you are a copyright owner (or authorized to act on behalf of one) and believe that content hosted by Ultra.Audio infringes your rights, you may submit a DMCA takedown notice to our designated copyright agent.
To be effective, your notice must include all of the following:

A physical or electronic signature of the copyright owner or their authorised agent.
Identification of the copyrighted work claimed to have been infringed.
Identification of the infringing material and information reasonably sufficient to permit us to locate the material (e.g., URL or username).
Your contact information, including name, address, telephone number, and email address.
A statement that you have a good-faith belief the use of the material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Submit Your Notice To:
DMCA Agent
Ultra.Audio
Email: copyright@ultra.audio

COUNTER-NOTIFICATION

If you believe your content was removed in error, you may file a counter-notice. It must contain:

Your physical or electronic signature.
Identification of the content removed and its location before removal.
A statement under penalty of perjury that you believe the content was wrongly removed.
Your contact information.
A statement that you consent to the jurisdiction of the federal court in your district (or where your service provider is located) and that you will accept service of process from the original complainant.
Upon receiving a valid counter-notice, we may restore the material unless we receive notice from the original complainant that legal action has been filed within 10 business days.

REPEAT INFRINGERS

Ultra may suspend or terminate the accounts of users who are repeat infringers of intellectual property rights, as determined in Ultra’s sole discretion. This includes users who receive multiple valid takedown notices or repeatedly upload infringing material.