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End-user licence agreement

Written for an Australian seller. Items in [square brackets] are placeholders still to be filled in. It has two drafting rules on purpose: it must preserve Australian Consumer Law rights, and it must not restrict anyone's rights under the open-source and third-party licences of the components Substrike contains.

Between Christian Murphy, ABN 34 213 253 985 ("we", "us", the "Licensor"), and the person or entity that buys or installs Substrike ("you").

By installing or using Substrike you agree to this agreement. If you do not agree, do not install or use it, and ask for a refund under the refund policy.

1. Definitions

  • Software means the Substrike Windows application, and any updates we release to it under sections 2.2 and 7.
  • Version 1.x (the "1.x Major Version") means every release whose version number begins with "1." (for example 1.0.0, 1.2.3).
  • Update means a release within the same major version, such as a bug fix or improvement (for example 1.0.0 to 1.1.0). Major Version means a release that changes the first number of the version (for example 2.0.0).
  • Third-Party Components means the software, libraries and models not written by us that are included with, downloaded by, or run by the Software, including FFmpeg, whisper.cpp, llama.cpp, ONNX Runtime, sherpa-onnx and the speech, timing, cleanup and speaker models. They are listed in the third-party notices and in the Software's About & licences screen.
  • Device means a Windows personal computer that you own or control.
  • Your Content means the videos, audio, transcripts, captions and exports you process with the Software.

2. Licence

2.1 Grant. Subject to this agreement and payment of the price, we grant you a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software on up to 2 Devices at the same time, for personal and commercial use in producing your own content.

2.2 Perpetual licence for the 1.x Major Version. The licence in 2.1 is perpetual for the 1.x Major Version. That means:

  • (a) it has no end date and does not need to be renewed;
  • (b) it covers every release of Version 1.x that we make available, including Updates, for as long as Version 1.x is supported, which we intend to be the life of the product unless and until we release a Version 2;
  • (c) it is intended to keep working on your Devices after we stop releasing or supporting Version 1.x: once your licence key is activated (see 2.4), the Software keeps working offline permanently, with no periodic recheck, so it is not affected by a later licence-service outage;
  • (d) it does not include any later Major Version (2.0.0 and beyond). We may offer a later Major Version as a paid upgrade, with any existing-owner discount we choose to offer. You do not have to buy it, and your Version 1.x licence continues to work if you do not. We have not set upgrade terms or a release date for any later Major Version.

2.3 Device allowance. You may move the licence from one Device to another. You free up a Device slot yourself on a self-serve web page (planned), or, if the old Device is no longer available to you, by emailing support@substrike.com.au (mailbox being set up). Using it on more Devices than allowed in 2.1 needs an additional licence.

2.4 Licence keys. You enter your licence key once. The Software then checks it online one time with our licence service, sending the licence key and a random per-install device identifier we generate (not a hardware serial number), and nothing else. After that one check, the Software works offline permanently. See the privacy notice for what activation sends.

3. What you must not do

Except as this agreement, the law, or a Third-Party Component's own licence allows, you must not:

  • (a) sell, rent, lend, sublicense or share the Software or your licence key with others;
  • (b) remove or hide our copyright, licence or attribution notices;
  • (c) use the Software to break the law or other people's rights;
  • (d) copy or modify the Software's own code, or work around, disable or bypass a licence check.

None of these restrictions applies to any Third-Party Component, and none limits any right you have under a Third-Party Component's own licence (see section 4).

4. Open-source and third-party components

4.1 Separate licences. Third-Party Components are licensed to you under their own licences, not under this agreement. The licences, copyright notices and source-code offers are in the third-party notices, on the open source page, and in the About & licences screen in the Software.

4.2 Carve-out. Nothing in this agreement restricts, reduces or replaces the rights you have under the licence of any Third-Party Component. If this agreement and a Third-Party Component's licence conflict for that component, that component's licence prevails as to that component.

4.3 FFmpeg. The Software includes FFmpeg (ffmpeg.exe and ffprobe.exe), which is licensed under the GNU Lesser General Public License version 2.1 or later, and which the Software runs as a separate program. As that licence requires, the complete corresponding source code for the exact FFmpeg build we ship is published at no charge, next to the binary (see the open source page). You may use, study, modify and redistribute FFmpeg under the LGPL, and you may replace the FFmpeg files the Software uses with your own build.

4.4 What is not restricted. This agreement does not prevent reverse engineering or modification of a Third-Party Component where its licence allows that, including as needed to debug your own modifications to it.

4.5 No affiliation. The owners of Third-Party Components (for example the FFmpeg project, OpenAI, Meta, Alibaba, NVIDIA, the pyannote authors, Discord, Microsoft) do not sponsor or endorse the Software. Their names are used only to identify their software.

4.6 Models are downloaded. Some models (the speech models, timing model and cleanup model) are downloaded by the Software from third-party hosts when you ask it to. Those downloads are under the model's own licence and the host's own terms.

5. Your Content

5.1 You own it. Your Content stays yours. We do not claim any right in it. The Software processes it on your Device and does not upload it to us (see the privacy notice, including the optional Discord posting you control).

5.2 You are responsible for it. You confirm you have the right to process and publish Your Content, including other people's voices, game footage, music and material subject to a game publisher's, platform's or third party's rules. We do not review Your Content.

6. Captions and other automatic output

6.1 The Software uses automatic speech recognition and other automated tools. Automatically produced transcripts, captions, timings, speaker labels, highlights and cleanup suggestions can be wrong or incomplete, especially with noisy audio, overlapping voices, accents, names and slang.

6.2 You should check output before you publish it. We describe the Software's known limits on the Good to know page. This section does not limit any right you have under the Australian Consumer Law (see section 9), including a right relating to a statement we made about the Software.

7. Updates, downloads and network use

7.1 The Software may check for Updates and, if you agree, download and install them. You can decline.

7.2 The Software uses the internet only as described in the privacy notice.

7.3 We may add features, change features or discontinue Version 1.x support with reasonable notice. We will not remove your right to keep using a release of Version 1.x that you have installed.

8. Price and refunds

The price is shown in USD on our website. The price in your own currency, including any GST or other tax, is shown at checkout. Refunds are covered by our refund policy, which gives you a 14-day refund promise in addition to your statutory rights.

9. Australian Consumer Law and other laws

9.1 Consumer guarantees. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

9.2 Nothing in this agreement excludes, restricts or modifies any right or remedy you have, or any guarantee, under the Australian Consumer Law or any other law that cannot be excluded, restricted or modified by agreement. If a provision of this agreement would do so, it is to be read down so that it does not.

9.3 Outside Australia. If you live outside Australia, mandatory consumer rights of your country also continue to apply.

10. Warranty and liability

10.1 To the extent the law permits, we give no warranty other than those in section 9 and any warranty we gave in writing when you bought, and we do not promise that the Software will be error-free or that it will work on every Device or with every video.

10.2 To the extent the law permits, we are not liable for indirect or consequential loss, or for loss of profit, revenue, data or content, and our total liability to you arising from this agreement or your use of the Software is limited to the price you paid for the licence. This cap does not apply to, and nothing in this agreement excludes or limits, any guarantee you have under the Australian Consumer Law (see section 9) or any other liability that cannot be limited by law.

10.3 Nothing in this section limits liability that cannot be limited by law, including for fraud or a misleading statement.

11. Ending this agreement

11.1 You may stop using the Software at any time, and may ask for a refund under the refund policy.

11.2 We may end your licence if you seriously breach this agreement and do not fix the breach within 14 days of our written notice. We may not end it for convenience. On ending, you must stop using the Software. Refund rights under section 9 and the refund policy are unaffected.

11.3 Sections 4 and 9, and anything that by its nature continues, survive ending.

12. General

12.1 Governing law. This agreement is governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of its courts, subject to section 9 and to any mandatory consumer law of the place you live.

12.2 Whole agreement. This agreement, the refund policy, the privacy notice and the third-party licences referred to in section 4 are the whole agreement about the Software.

12.3 If part is invalid, the rest continues.

12.4 Changes. We may change this agreement for a future Major Version. We will not change the terms of a licence you already hold for the 1.x Major Version in a way that reduces your rights without your consent, except where the law requires.

12.5 Contact. support@substrike.com.au (mailbox being set up).