Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and QXR Software L.L.C. ("Company," "we," "us," or "our"). These Terms govern your access to and use of our website, as well as any software, products, applications, or services we offer (collectively, the "Software").

By accessing the website or purchasing, downloading, or using our Software, you agree that you have read, understood, and agreed to be bound by all of these Terms. If you do not agree, you must discontinue use immediately.

2. Software Categories & Licensing

QXR Software L.L.C. provides various types of software. Your rights and restrictions depend on the specific type of Software you are accessing:

A. Proprietary & Commercial Software (Sold or Licensed)

For Software that is sold or licensed to you as closed-source, proprietary products, we grant you a limited, non-exclusive, non-transferable, and revocable license to use the Software for your personal or internal business purposes, strictly in accordance with the specific license tier you purchased.

Restrictions: You may not (i) copy, modify, or create derivative works of the Software; (ii) distribute, sell, sublicense, or lease the Software to any third party; (iii) reverse engineer, decompile, or disassemble the Software; or (iv) use the Software for any illegal or unauthorized purpose.

B. Open Source Software

Certain Software (or components within our Software) may be released or distributed under an Open Source Initiative (OSI) approved license (e.g., MIT, GPL, Apache).

Open Source Terms: To the extent that any Software is provided under an open-source license, the terms of that specific open-source license shall apply to that Software and will override these general Terms where there is a direct conflict regarding usage, modification, and distribution rights.

3. Pre_Release Backing and Fundraising Contributions

QXR Software offers certain products on a Pre_Release or fundraiser basis through our Fundraising page (collectively, "Pre_Release Offers" or "Fundraising Contributions"). These are voluntary contributions toward development, not store orders, not pre-purchase agreements, not escrowed payments, not charitable donations, and not purchases of finished Software. Pre_Release Offers include any tier marketed as "Pre_Release," "lifetime key path," "early access," or any tier where payment is collected before the underlying software has been publicly released. By selecting and paying for a Pre_Release Offer or Fundraising Contribution, you acknowledge and agree to all of the following:

(a) Solo development; execution risk. QXR Software L.L.C. is a single-person studio. The Software is being designed, engineered, tested, and supported by one individual. There is meaningful execution risk inherent in any solo software project, including but not limited to: changes in scope, feature reductions, delays of months or years, partial release, indefinite postponement, or non-release. By backing a Pre_Release Offer you accept this risk in full.

(b) No timetable is binding. Any release dates, target windows, milestones, roadmap items, mock-ups, screenshots, UI previews, feature lists, or descriptions associated with a Pre_Release Offer are aspirational and provided for informational purposes only. They are not promises, warranties, or contractual deliverables. QXR Software L.L.C. makes no commitment to any specific delivery date or feature set, and is not legally bound to any release timetable, public or private.

(c) Final product may differ. The final released Software may differ materially from any Pre_Release description, image, video, mock-up, or feature list. Plugins, engines, libraries, or features described at the time of a Pre_Release Offer may be renamed, redesigned, combined, split, deferred, or removed entirely without entitling you to a refund or any compensation.

(d) Possibility of no delivery and full loss. You acknowledge that it is possible to pay for a Pre_Release Offer or Fundraising Contribution and never receive any Software, license key, refund, or other deliverable in return, whether due to a Force Majeure Event (Section 11), wind-down of the Company, change in technical feasibility, lack of funds, business failure, indefinite postponement, or any other reason inside or outside QXR's control. You agree that paying for a Pre_Release Offer is not a guarantee of receiving a product and that you may lose the full amount paid.

(e) Refund policy for Pre_Release Offers. Pre_Release Offers and Fundraising Contributions are not held in escrow for you. QXR may use funds received for development, operations, taxes, payment processing fees, tooling, contractors, survival costs, or other business expenses. Pre_Release Offers are non-refundable except in the single circumstance described in this paragraph: if QXR Software L.L.C. determines, in its sole discretion, that it is unable to deliver the underlying Software at all and elects to wind down the relevant project or the Company (an "Absolution Event"), QXR will use commercially reasonable efforts to refund Pre_Release backers from any remaining unallocated funds, on a pro-rata basis, after deducting (i) payment processing fees that have already been incurred and are not recoverable from the processor, (ii) taxes already remitted to taxing authorities, and (iii) reasonable wind-down costs. QXR makes no guarantee that any specific amount, or any amount at all, will be refundable in an Absolution Event. Outside an Absolution Event, all Pre_Release Offers and Fundraising Contributions are final and non-refundable. Dissatisfaction with the timing of release, scope, feature set, UI, sound, or any other aspect of the Software is not grounds for a refund.

(f) Taxes are not refundable. All payments received by QXR Software L.L.C. including Pre_Release backings, Founding Supporter contributions, Core Supporter contributions, and any other voluntary fundraising support are subject to applicable U.S. federal, state, and local taxes that QXR is legally obligated to pay or remit. Any portion of your payment that QXR has paid or remitted as taxes will not be included in any refund, partial refund, or pro-rata distribution under (e), regardless of the reason for the refund. You are solely responsible for any tax consequences to yourself arising from your payment.

(g) Supporter donation tiers. The Founding Supporter tier and Core Supporter tier are straight voluntary donations to support QXR Software development. They are not charitable donations to a 501(c)(3) organization, are not tax-deductible to the contributor, and do not purchase any Software, license key, equity, ownership interest, voting right, control right, revenue share, profit share, creditor right, or portion of QXR Software. QXR may later decide, in its discretion, to offer recognition, community access, perks, rewards, or other non-Software benefits, but no such future benefit is currently promised unless the tier description expressly states it in writing at the time of contribution.

(h) No fiduciary or partnership relationship. Backing a Pre_Release Offer does not create any partnership, joint venture, employment, agency, fiduciary, equity, ownership, profit-sharing, or creditor relationship between you and QXR Software L.L.C. You receive only the rights expressly stated in the tier you selected, in the License granted in Section 2, and as described in this Section 3.

(i) Mandatory acknowledgment before fundraising and checkout. Before viewing the Fundraising page and again before continuing to payment, you may be required to affirmatively acknowledge that you have read and agreed to this Section 3. Completing the Stripe checkout flow constitutes that acknowledgment regardless of whether the on-page checkbox state was preserved or recorded.

4. Purchases, Payments, and Refunds

Transactions: If you purchase Software from us, you agree to provide current, complete, and accurate purchase and account information. We may use third-party payment processors, and you agree to their terms regarding payment processing.

Delivery: Upon successful payment, digital Software will be made available for download or access via license key. Pre_Release Offers (Section 3) do not deliver a license key at the time of purchase; the key, if any, is delivered at public launch as described in the tier.

Refund Policy. All sales of finished, delivered digital Software are final and non-refundable once the license key has been issued, activated, or the Software downloaded, except (i) where required by applicable law, (ii) in the case of a duplicate or erroneous charge processed through Stripe or PayPal, in which case the relevant processor's reversal procedure applies, or (iii) for Pre_Release Offers, which are governed exclusively by Section 3(e) of these Terms. Dissatisfaction with the Software, change of mind, or hardware/DAW incompatibility are not grounds for refund.

5. Intellectual Property Rights

Unless otherwise indicated (such as in the case of third-party open-source components), the Software, website, and all source code, databases, functionality, software designs, audio, video, text, photographs, and graphics therein (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by QXR Software L.L.C. and are protected by copyright and trademark laws.

6. Privacy

We care about data privacy and security. The collection, use, and handling of your personal information are governed by our separate Privacy Policy. By using the Software, you agree to the terms of our Privacy Policy. Distinct privacy rules or telemetry data collection policies may apply depending on whether the software is open-source or commercial; these will be clearly outlined in our separate Privacy documentation.

Cookies and similar technologies. Where permitted by law, we may use cookies and similar technologies that are limited to our own website and services—for example, to keep you signed in, to remember your shopping cart, and to understand aggregate use of our site and storefront in support of security, operations, and product improvement. We do not use those technologies to run third-party behavioral advertising across other companies’ sites. Further detail, including how you may exercise applicable choices, is provided in our Privacy Policy.

7. User Representations and Acceptable Use

By using our Software, you represent and warrant that:

You have the legal capacity to agree to these Terms.

You will not access the Software through automated or non-human means (e.g., bots, scripts) unless explicitly permitted via an API provided by us.

You will not use the Software for any illegal, harmful, or unauthorized purpose.

Your use of the Software will not violate any applicable law or regulation.

8. Disclaimer of Warranties

THE SOFTWARE AND WEBSITE ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SOFTWARE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, QXR SOFTWARE L.L.C. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOFTWARE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

IN NO EVENT WILL QXR SOFTWARE L.L.C., OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(Note: Some jurisdictions do not allow limitations on implied warranties or the exclusion of certain damages. If these laws apply to you, some of the above disclaimers may not apply.)

10. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your use of the Software or breach of these Terms.

11. Force Majeure

QXR Software L.L.C. shall not be liable for, and shall not be held to any timetable or delivery obligation as a result of, any failure or delay in performance caused in whole or in part by any event or circumstance beyond QXR's reasonable control, including but not limited to: acts of God, fire, flood, severe weather, earthquake, pandemic or epidemic, illness, injury, hospitalization, mental-health crisis, family emergency, bereavement, death of the founder or a key contributor, theft, loss of or damage to development equipment, hardware failure, data loss, prolonged power outage, prolonged internet or telecommunications outage, war, civil unrest, terrorism, government action, court order, sanctions, criminal acts of third parties (including breach of QXR systems), failure or insolvency of a third-party vendor (including payment processors, hosting providers, certificate authorities, or email providers), changes in applicable law, or any combination of the foregoing (each, a "Force Majeure Event").

Upon a Force Majeure Event, QXR's obligations under these Terms are suspended for the duration of the event and a reasonable recovery period thereafter. QXR will use commercially reasonable efforts to resume performance once the Force Majeure Event has ended. If a Force Majeure Event continues for more than one hundred eighty (180) days, QXR may, in its sole discretion, declare an Absolution Event under Section 3(e), and the refund procedure described there will apply in lieu of any other remedy. Nothing in this Section creates an obligation on QXR to continue, resume, or complete development of any Software following a Force Majeure Event.

12. Governing Law

These Terms shall be governed by the laws of the State of Wisconsin, United States, without regard to conflict-of-law principles. Any required venue or dispute forum will be determined under applicable Wisconsin law and any product-specific or counsel-approved terms then in effect.

13. Modifications to Terms

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Effective Date" of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates.

14. Contact Us

In order to resolve a complaint regarding the Software or to receive further information regarding the use of the Software, please contact us at:

QXR Software L.L.C.
Operating from Milwaukee, Wisconsin
Registered mailing address: 2800 E Enterprise Ave STE 333, Appleton, WI 54913
legal@qxrsoftware.com