Terms of Service

Last updated: May 2026

These Terms of Service (the "Terms") form a binding agreement between you and Umbral Audio, LLC ("Umbral Audio," "we," "us," or "our"), a Virginia limited liability company. They govern your access to and use of umbralaudio.com, the Aether software plugin, and any related services we provide (collectively, the "Service"). By creating an account, purchasing a license, or using the Service, you agree to these Terms.

1. Definitions

• "Plugin" means the Aether software in any form (VST3, AU, Standalone, or other format) we make available.
• "License" means the right to use the Plugin under these Terms and the separate end-user license agreement that ships with the Plugin.
• "Order" means a purchase you make through Paddle for a License or other paid offering.

2. Eligibility and accounts

You must be at least 13 years old to create an account, and you represent that any information you provide is accurate. You are responsible for keeping your account credentials confidential and for everything that happens under your account. Notify us promptly at legal@umbralaudio.com if you believe your account has been compromised.

3. License grant

Subject to your compliance with these Terms and payment of all applicable fees, Umbral Audio grants you a non-exclusive, non-transferable, revocable license to install and use the Plugin on the number of devices permitted by your purchased tier, for your personal or internal business music-production use. Your use of the Plugin binary is also subject to a separate end-user license agreement (EULA) included with the Plugin, which controls in the event of any conflict between it and these Terms with respect to the Plugin.

4. Purchases, billing, and Merchant of Record

Paddle.com Market Limitedis the Merchant of Record for purchases of Aether and any related paid offering. This means Paddle — not Umbral Audio — is the seller of record for the transaction, handles payment processing, and is responsible for collecting and remitting applicable sales tax, VAT, GST, and similar taxes worldwide. Your contractual relationship for the payment itself is with Paddle; your contractual relationship for the use of the Service and the License is with Umbral Audio under these Terms.

All prices are stated in U.S. dollars unless otherwise indicated. Taxes will be added at checkout based on your billing location. By submitting an Order you authorize Paddle to charge your payment method for the total displayed at checkout.

5. Refunds

Refunds are governed by our Refund Policy, which is incorporated into these Terms by reference. Refunded Licenses are revoked.

6. AI providers and bring-your-own-key

Aether connects to third-party artificial-intelligence providers (such as OpenAI, Anthropic, and Google) using API keys you supply. You are responsible for: (a) obtaining and maintaining your own accounts and keys with those providers; (b) complying with each provider's terms of service, usage policies, and content policies; and (c) any fees those providers charge you. Umbral Audio does not see or store your API keys, your prompts, or the providers' responses, and is not responsible for the availability, output, accuracy, latency, or pricing of any third-party AI service.

7. Your content; intellectual property

Subject to the terms of any AI provider you use, the MIDI content you generate with Aether using your prompts and your API keys is yours. The Plugin itself, the Service, the umbralaudio.com website, and all related branding, designs, code, and documentation remain the exclusive property of Umbral Audio. No rights are granted to you except those expressly stated in these Terms or in the Plugin's EULA.

8. Acceptable use

You agree not to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Plugin, except where applicable law expressly permits;
• resell, sublicense, rent, lease, or redistribute the Plugin or your License key;
• use the Service to violate any law, infringe any third-party right, or generate content prohibited by an AI provider's policies;
• circumvent, disable, or interfere with security or authentication features (including license activation, machine-slot limits, or revocation);
• attempt to gain unauthorized access to any account, system, or network owned by us or by another user;
• scrape, harvest, or systematically extract data from the Service;
• use the Service in any way that disrupts, degrades, or imposes an unreasonable load on our infrastructure.

9. Availability, updates, and changes to the Service

We aim for high availability but do not guarantee uninterrupted access. We may release patches, updates, and new versions of the Plugin and the Service from time to time, and may modify, add, or remove features. We may discontinue features with reasonable notice where doing so does not materially deprive you of the core functionality you paid for.

10. Suspension and termination

You may stop using the Service and delete your account at any time from the account settings page. We may suspend or terminate your account or revoke your License if you materially breach these Terms (including the Acceptable Use section), if your payment is reversed, charged back, or refunded, or if continued service would expose us to legal or security risk. Sections that by their nature should survive termination (license restrictions, IP ownership, disclaimers, limitation of liability, indemnification, governing law, miscellaneous) will survive.

11. Disclaimers

THE SERVICE AND THE PLUGIN ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY OF ANY AI-GENERATED OUTPUT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN WHICH CASE THESE EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UMBRAL AUDIO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO THE SELLER OF RECORD FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $50. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, IN WHICH CASE THESE LIMITATIONS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

13. Indemnification

You agree to indemnify and hold harmless Umbral Audio and its officers, members, and employees from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of (a) your breach of these Terms, (b) your misuse of the Service, or (c) content you generate or distribute using the Service in violation of any law or third-party right.

14. Governing law

These Terms are governed by the laws of the Commonwealth of Virginia, USA, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

15. Dispute resolution and venue

Before filing a formal claim, you agree to contact us at legal@umbralaudio.com and attempt in good faith to resolve the dispute informally. If we cannot resolve a dispute within 60 days, you and Umbral Audio agree that any action arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in the Commonwealth of Virginia, and each party consents to the personal jurisdiction of those courts. Nothing in this section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction. If you are a consumer in a jurisdiction whose law gives you the right to bring proceedings in your local courts, this section does not limit that right.

16. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top will reflect the most recent change. For material changes, we will notify registered users by email before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance.

17. Miscellaneous

These Terms, together with the Privacy Policy, the Refund Policy, and the Plugin's EULA, are the entire agreement between you and Umbral Audio with respect to the Service and supersede any prior agreements. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of substantially all of our assets. Notices to you may be sent by email to the address on your account; notices to us must be sent to legal@umbralaudio.com.

18. Contact

Umbral Audio, LLC
c/o Northwest Registered Agent, LLC
8401 Mayland Dr, Ste A
Richmond, VA 23294, USA
legal@umbralaudio.com