End User License Agreement (EULA) — LALAL.AI Audio Plug-in

Omnisale GmbH, Holzhäusernstrasse 16, CH-6343 Holzhäusern, Switzerland

This End User License Agreement ("Agreement") is a legal agreement between you (either an individual or a legal entity) and Omnisale GmbH ("Company") governing your use of the LALAL.AI audio plug-in software (the "Software", as defined below).

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. Before clicking "Accept" and/or installing, please read these terms carefully. You represent and warrant that you have the legal capacity and authority to enter into this binding Agreement and will use the Software only in accordance with this Agreement and applicable law.

Version: 1.0
Version Date: 2025-10-01

1. Definitions

"Software" means the LALAL.AI audio plug-in in all supported plug-in formats (including VST, AU, AAX, and any successor formats), together with any updates, components, presets and sample content, license keys or activation mechanisms, and documentation provided by the Company.

"Licensed, not sold" means the Software is provided under a license; no title or ownership is transferred.

"Service" means LALAL.AI's website and cloud infrastructure for account, billing, authentication and license verification.

"Subscription" means a paid monthly or annual right to use the Software, available only under paid plans expressly designated on our website as including access to the LALAL.AI Audio Plug-in; not all plans include access to the LALAL.AI Audio Plug-in.

"Workstation" means a user-controlled device primarily intended for interactive use by a single natural person (e.g., desktop, laptop, a locally operated machine), not configured as a shared, headless, orchestrated or multi-user service.

"Server" means any environment designed or configured for multi-user access, headless execution, orchestration, remote job queues, or shared computing resources (including, without limitation, data-center or cloud infrastructure).

"Enterprise/Server Use" means any use of the Software (a) on a Server (as defined in this Agreement), or (b) in a manner that enables multi-user, remote, automated, or at-scale processing, or exposes the Software's functionality over a network or API, whether for internal users or third parties, including orchestration, headless execution, remote job queues, shared nodes, or other back-end workflows. Enterprise/Server Use includes, without limitation, the configurations described in Section 5 (Prohibited Uses) as Server/Cloud execution, Internal multi-user service, Service bureau / SaaS / hosting, Broadcast / continuous chains, and Relay for web services. Unless set out in a separate written agreement with the Company, Enterprise/Server Use is prohibited.

"OEM Use" means bundling, embedding, pre-installing, or redistributing the Software with or within another product (hardware, firmware, or software), or providing license keys or credentials for such distribution, including as part of a device, a digital audio workstation (DAW), a plug-in bundle, an appliance, or a third-party application. OEM Use includes the Hardware embedding configuration described in Section 5 (Prohibited Uses) and any distribution that makes the Software a component of a third-party product. Unless set out in a separate written agreement with the Company, OEM Use is prohibited.

"CLI" means local, non-interactive invocation of the Software via command line or scripts on a Workstation.

"User Materials" means audio recordings and other content that you submit, import, or otherwise process using the Software, whether owned by you or licensed to you (including associated metadata).

"Output" means the results generated by the Software from the User Materials.

"Order Form" means any ordering document issued by the Company (including online checkout pages) specifying pricing, plan, term, quantity, and other commercial details.

"Sales Terms" means any supplemental terms applicable to a particular promotion, reseller or marketplace purchase, or method of sale, as presented at purchase/checkout.

"Consumer" means a natural person acting wholly or mainly for purposes outside that person's trade, business, craft, or profession, as determined under applicable law (including, where relevant, the EU Consumer Rights Directive 2011/83/EU and national implementations, and in the UK, the Consumer Rights Act 2015).

"SLA" (Service Level Agreement) means any service-level commitments, if any, agreed in writing (e.g., in an Order Form or separate agreement) regarding availability, performance, support response/resolution times, maintenance windows, and any related service credits. Unless expressly set out in an Order Form or separate written agreement, no SLA applies to the Software or to any related services (including license-verification services).

"Third-Party Components" means any software, SDKs, libraries, models (including neural-network weights), datasets, data, or other materials owned by third parties that are included in, bundled with, or used by the Software.

"Third-Party Notices" means the file named thirdparty.txt included with the Software distribution (located in the same directory as the plug-in binary or, for bundle formats, within the plug-in bundle's resources folder). The Third-Party Notices identify the Third-Party Components included in the Software and reproduce or link to the applicable license terms, required attributions, and copyright notices.

"Third-Party Terms" means the license terms and conditions applicable to the Third-Party Components, as reproduced in or linked from the thirdparty.txt Third-Party Notices. To the extent of any conflict between this Agreement and the Third-Party Terms, the Third-Party Terms govern for the corresponding Third-Party Component.

"Open-Source Components" means Third-Party Components licensed under Open-Source Licenses, as identified in thirdparty.txt.

"Open-Source Licenses" means licenses approved by the Open Source Initiative (OSI), or substantially similar in effect. Nothing in this Agreement limits your rights under the applicable Open-Source Licenses.

2. Scope; Related Documents; Order of Precedence

2.1 Scope. This Agreement applies to end-user on-device use of the Software—whether personal, professional, or commercial—provided the Software is not used on a Server and is not embedded, bundled, or redistributed as part of another product, and is in all cases subject to Section 5 (Prohibited Uses). Enterprise/Server and OEM uses require a separate written agreement with the Company.

2.2 Account & Policies. You authenticate in the Software via your LALAL.AI account and must accept the then-current Terms of Service and Privacy Policy (https://www.lalal.ai/privacy-policy/).

2.3 Eligibility (age/capacity). You must be at least 18 years old, OR if you are between 13 years old (or the minimum digital-consent age in your country, whichever is higher) and 18 years old, you must have parental or guardian consent. In all cases, you must have legal capacity to enter into this agreement. If you act for a legal entity, you confirm authority to bind that entity.

2.4 Order of Precedence. In the event of any conflict or inconsistency in the terms, the following shall prevail in this order (highest to lowest): (i) any separately executed Enterprise/Server or OEM agreement between you and the Company (if any); (ii) the applicable Order Form and any plan-specific Subscription or sales terms presented and accepted at purchase/checkout (e.g., price, billing, term); (iii) this Agreement; and (iv) referenced policies (e.g., Privacy Policy). Nothing in this Section limits any non-waivable consumer rights under applicable law.

3. License Grant

3.1 Named User license. Subject to this Agreement and an active Subscription expressly including access to the LALAL.AI Audio Plug-in, the Company grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable Named User license to install and use the Software. A single natural person (the "Named User") may activate the Software on up to three (3) Workstations under that person's control. The Named User may be signed in and may run the Software on those Workstations at the same time; however, all sessions must be initiated by and controlled by the same Named User and must not enable (i) remote access by any person other than the Named User (except as permitted in Section 3.2), (ii) multi-user access, or (iii) any API/network exposure or unattended/daemonized operation that serves third parties (see Section 5, Prohibited Uses). Activations, accounts, and credentials are personal to the Named User and may not be shared, transferred, or used by anyone other than the Named User. Where the purchaser is a legal entity, each purchased Subscription entitlement (license) must be assigned to a distinct Named User (one license per person).

3.2 Remote access. Remote-desktop access by the Named User to the Named User's own Workstation is permitted, provided that it is used solely by the Named User to operate the Software. It may not be used to allow any other person to operate the Software and may not be used as a relay or service for others.

3.3 Permitted commercial use. Subject to this Agreement, the Named User may use the Software on a Workstation for any lawful professional or commercial purpose, whether individual or collaborative, including work for an employer or clients (e.g., music production in a DAW, DJ performances, audio post-production, film/TV/games, podcasts, advertising, and studio/label work).

3.4 Backup. You may keep one backup copy of the installer/package.

3.5 Local automation (CLI/Scripts). The Named User may run local CLI or DAW scripts on a Workstation for automation or batch processing, provided that (i) the automation is initiated and controlled by the Named User, (ii) it runs locally on a Workstation, and (iii) it does not expose any API or network endpoint, job queue, or other mechanism by which third parties can submit or trigger jobs, and does not turn the Software into a service for users other than the Named User.

3.6 Evaluation Use. Time-limited evaluation licenses are provided for your non-commercial internal testing and compatibility evaluation ("Evaluation Use"). Only a single natural person may operate the Software during the evaluation term; sharing accounts, activations, or credentials is prohibited. During the evaluation term, the Software will apply one or more technical restrictions to all output (the "Evaluation Restrictions")—including, without limitation, audible watermarking, duration/length caps, quality or sample-rate limits, metadata tags, or partial processing—and the Software may disable audio-processing after the expiration of the evaluation term. You must not remove, attempt to remove, or obscure any Evaluation Restrictions. Any output generated by the Software during the evaluation term (the "Evaluation Output") may not be used, published, distributed, publicly performed, or commercially exploited for any purpose other than your internal testing, unless the Company expressly authorizes otherwise in writing. For greater clarity, Section 12 (Disclaimers and Limitations) applies in full to Evaluation Use and Evaluation Output, and the Company has no support obligations for Evaluation Use unless expressly agreed in writing.

4. Activation, License Verification and Offline Grace

4.1 Connectivity. The Software periodically contacts the Service to verify your Subscription; Internet access is required.

4.2 Offline grace. If Internet access is unavailable, the Software remains operational through the end of the then-current paid Subscription term during which the last successful license verification occurred. Thereafter, an online verification is required before further use.

4.3 Lapse. If your Subscription expires, is cancelled or unpaid, the license terminates and the Software will cease audio processing functions but will retain UI access for sign-in, reactivation and settings management only.

4.4 No audio uploads. Periodic license verification never transmits your audio/project content. Minimal technical data (device/activation identifiers, OS/Software versions) may be sent solely for the activation accounting, abuse prevention and support purposes. The Privacy Policy applies.

5. Prohibited Uses (Enterprise/Server License Required)

Without a separate written Enterprise/Server license (and, where applicable, an OEM agreement), you shall not:

a) Server/Cloud execution. Run, deploy or expose the Software in any server-, cloud- or data-center environment (including headless containers/VMs, CI/CD or similar orchestration) or over a network/API, regardless of user count.

b) Internal multi-user service. Provide the Software as an internal shared service (job queues, shared nodes, remote workers) for multiple users within your organization or affiliates.

c) Service bureau / SaaS / hosting. Offer audio-processing to any third party, whether paid or free, including white-label, outsourcing, reseller or integrator scenarios.

d) Broadcast / continuous chains. Place the Software in any continuous, on-air processing chain for radio, TV or linear streaming, including broadcast automation/playout.

e) Rental / sharing / sublicensing. Rent, lease, lend, assign, sublicense, share activations/keys/credentials, or otherwise permit use by third parties, except as expressly allowed in this Agreement.

f) Circumvention. Modify, disable, bypass or interfere with license verification, activation/device limits, usage controls or other technical protection measures, including via debuggers, emulators, virtualization, hooking/patching, modification of system libraries, network interception/proxying, or similar techniques.

g) Reverse engineering. Decompile, disassemble or reverse engineer the Software except as strictly permitted by mandatory law for interoperability and subject to Section 6.4.

h) Models / weights. Access, extract, copy, dump, export, transform or disclose any neural-network models, weights or datasets embedded in or distributed with the Software, including by memory dumps, process inspection, file-system analysis, static/dynamic analysis or any other technical means.

i) Model extraction via I/O. Use systematic input/output generation, logging or benchmarking to train, distill, reconstruct or create a substitute model replicating the Software's functionality.

j) Hardware embedding. Embed or distribute the Software in hardware/firmware/appliances without a separate OEM agreement.

k) Relay for web services. Use automated pre/post-processing to power or enable a web or platform service providing substantially similar functionality to end users.

For the avoidance of doubt: local CLI/scripting on a single Workstation operated by the Named User is permitted under Section 3.5, provided no third-party access is enabled and the Software is not offered as a service to third parties.

Enterprise contact: enterprise@lalal.ai
Business form: https://www.lalal.ai/business-solutions/

6. Intellectual Property; Model Protection

6.1 Ownership. As between you and the Company, the Software (excluding Third-Party Components) is owned by the Company and protected by intellectual property laws. This includes, without limitation, the Software's code, architectures, neural network models and weights, algorithms, presets, and documentation. The Software is licensed, not sold. All rights not expressly granted are reserved.

6.2 Third-Party Components. The Software may include Third-Party Components. Third-Party Components are owned by their respective rights holders and are provided to you either (a) under their own license terms identified in the Third-Party Notices file named thirdparty.txt (the "Third-Party Terms"), or (b) under sublicenses that the Company is authorized to grant. To the extent of any conflict between this Agreement and the Third-Party Terms, the Third-Party Terms govern for the relevant component. The Third-Party Notices shipped with your version of the Software identify the applicable Third-Party Components and the corresponding Third-Party Terms.

6.3 Open-Source Components. Open-Source Components, if any, are licensed under their applicable Open-Source Licenses as identified in thirdparty.txt. Nothing in this Agreement limits your rights under those licenses.

6.4 Reverse engineering (interoperability exception). You may not decompile, disassemble or reverse engineer, or attempt to derive source code/algorithms/architectures, except to the limited extent permitted by mandatory law strictly for interoperability purposes and only after: (i) first requesting from the Company the information necessary to achieve such interoperability, (ii) using any such information solely for that purpose, (iii) keeping such information confidential and not disclosing it to third parties (except as required by law), and (iv) complying with any reasonable conditions and cost-recovery consistent with applicable law.

6.5 Protection of models. Any attempt to access, extract or reproduce the neural-network architecture, weights, datasets or training methodologies by any means (including static or dynamic analysis) constitutes a material breach and may violate applicable trade secret and unfair competition laws.

6.6 AI Model Protection. The Software contains proprietary machine learning models, neural network architectures, weights, training data and inference algorithms that constitute valuable trade secrets. You specifically agree not to:

(a) extract, export or dump neural-network weights or parameters through any technical means;

(b) use the Software to create training datasets for competing AI models or to label/curate data primarily to replicate the Software's functionality;

(c) conduct systematic benchmarking with the intent or effect of reverse-engineering model capabilities or decision boundaries;

(d) apply adversarial or probing techniques to elicit, infer or extract model architecture, parameters or training data information.

For clarity (re 6.6): the above restrictions apply only to the maximum extent permitted by applicable law. Nothing herein limits rights strictly required by mandatory law for interoperability (see 6.4).

7. User Materials and Output

7.1 Your Output. You retain rights in your Output. The Company does not claim ownership in your Output.

7.2 Rights clearance. You are solely responsible for obtaining and complying with all rights/licenses in User Materials and for any commercial use of the Output (including, without limitation, copyright, neighboring rights, mechanical and synchronization rights, public performance/communication to the public).

7.3 No unlawful use. You must not process content for which you lack lawful rights or permissions.

8. Activation Management (Transfers/Resets)

8.1 Self-service. Where available, you may manage activations and deactivate a device and activate another via your LALAL.AI account dashboard.

8.2 Support. If self-service is unavailable, activation removal/transfer is handled through support; reasonable frequency/volume limits may apply to prevent abuse.

8.3 Device limit. Concurrent activations are capped at three (3) per Named User as set out in Section 3.1.

8.4 Reinstallation and device changes. OS reinstallation, significant hardware changes, or device replacement may require reactivation. For reactivation, the Company may require reasonable proof that the prior installation has been decommissioned.

8.5 Abuse prevention. The Company may decline or delay transfers/reactivations where fraud, misuse or circumvention is suspected.

8.6 Appeal process. Decisions under Section 8.5 may be appealed by contacting support@lalal.ai with supporting documentation.

9. Updates; Model Changes

9.1 Auto-updates. The Software may automatically check for and install updates, patches or new versions. The Company is not obligated to release updates. To the extent required by applicable law, we will provide security and conformity updates necessary to keep the Software in conformity.

9.2 Feature changes. The Company may add, modify, or remove features, or discontinue versions, at any time. Such changes will not constitute a Material Degradation (Section 9.6) during your then-current billing term. Compatibility with specific DAWs/OSs may vary.

9.3 Model updates. Updates to signal-processing or machine-learning models may change output characteristics. Backward-compatible behavior is not guaranteed; version pinning, if offered, is at the Company's discretion.

9.4 Material changes; notice. For material changes adversely affecting feature availability or system compatibility, the Company will provide prior notice via in-product notice and/or email, stating an effective date. If you do not agree, you may cease using the Software before the effective date. Where a material change negatively affects feature availability or system compatibility, Consumers are entitled to terminate their license without charge and receive a pro-rated refund.

9.5 Third-party hosts; no SLA. The Company is not responsible for changes in third-party hosts (e.g., DAWs/plug-in hosts) that affect compatibility. No SLA is provided for license verification services; reasonable efforts apply. Periodic license verification may be required; if the verification service is temporarily unavailable, the Software will continue to operate for a reasonable offline grace period after the last successful check.

9.6 Material Degradation. A "Material Degradation" occurs when, during your then-current billing term, the Company: (i) removes a supported plug-in format, host-DAW, or OS version for your platform without a reasonable alternative; (ii) removes a feature explicitly included in your active Subscription at the time of purchase; (iii) imposes a licensing change that narrows Named User rights within the paid term; or (iv) renders the Software permanently unable to run at all on any supported environment for your platform. In case of Material Degradation, Consumers are entitled to the remedies in Section 9.4.

10. Feedback

10.1 Definition. "Feedback" means suggestions, ideas, enhancement requests, recommendations, comments or other information you provide relating to the Software or the Service.

10.2 License to Feedback. To the extent permitted by mandatory law, you grant the Company a royalty-free, fully paid-up, worldwide, transferable and sublicensable, perpetual license to use, copy, modify, adapt, translate, create derivative works from, distribute, publicly perform and display, commercialize and otherwise exploit the Feedback for any purpose, including improving or developing the Software and other products and services.

10.3 No obligations. The Company has no obligation to use, evaluate, keep, return, respond to, or implement any Feedback, and you have no obligation to provide Feedback. The Company may develop features or materials similar to or competitive with the Feedback without restriction.

10.4 No confidentiality; no compensation. Unless otherwise agreed in a separate written confidentiality (non-disclosure) agreement between you and the Company that expressly designates such Feedback as "Confidential Information," the Company owes no confidentiality obligations with respect to Feedback and may disclose it. You are not entitled to compensation, credit, or attribution.

10.5 Moral rights. You waive, to the maximum extent permitted under applicable law, and agree not to assert any moral rights (droit moral) you may have in the Feedback; where a waiver is not possible, you consent to the Company's actions contemplated herein.

11. Privacy and Data

11.1 Policy. Personal data processing (account, Subscription status, device IDs, crash/diagnostic telemetry) is governed by the Privacy Policy.

11.2 No audio to the Company. As described in Section 4.4, your audio content/projects are not transmitted to the Company's servers during operation or license verifications.

11.3 Retention. Activation and device data are retained for the duration of your Subscription and a limited period thereafter for compliance, accounting and anti-fraud purposes, as described in the Privacy Policy.

11.4 Diagnostics. Optional diagnostics/analytics (if any) may be disabled as documented.

11.5 Right of access (GDPR). You may request a copy of your personal data and related information by contacting support@lalal.ai; we will process requests in accordance with applicable law and our Privacy Policy.

11.6 Right to erasure (GDPR). You may request deletion of your personal data ("right to be forgotten") by contacting support@lalal.ai; we will assess and respond in accordance with applicable law and our Privacy Policy, including statutory retention obligations and legitimate interests.

11.7 GDPR compliance; DPA. For users in the EU/EEA (and where EU law applies), we process personal data in accordance with the GDPR. You have rights of access, rectification, erasure, restriction, portability and objection, as detailed in our Privacy Policy and exercisable via support@lalal.ai. Where the Company acts as a processor for a Business customer under a separate agreement, a Data Processing Agreement (DPA) is available on request or via the applicable enterprise terms.

12. Warranties and Disclaimers

12.1 "As is". The Software is provided "as is" and "as available". To the maximum extent permitted by law, all express, implied and statutory warranties are disclaimed, including merchantability, fitness for a particular purpose, non-infringement, accuracy of information, integration, interoperability and freedom from harmful components.

12.2 No performance warranty. The Company does not warrant that the Software will meet your requirements, operate uninterrupted, timely, secure or error-free; that results will be accurate or reliable; that quality will meet expectations; or that defects will be corrected.

12.3 Third-party resources. References to third-party sites, services, libraries or materials are at your risk; the Company is not responsible for their content, practices, accuracy or completeness.

12.4 Quiet enjoyment disclaimer. To the maximum extent permitted by law, any implied warranty of quiet enjoyment/quiet possession is disclaimed. You acknowledge that license verification, updates, suspensions for breach/security/legal demands/rights-holder claims, and termination under this Agreement are permissible.

12.5 Subject to Section 14.3. The disclaimers in this Section are subject to the non-excludable liability carve-outs in Section 14.3.

12.6 High‑Risk Use. The Software is not designed for use in hazardous environments or safety‑critical systems (life support, emergency communications, aviation/transport control, etc.). You are responsible for adequate redundancy and backups.

12.7 For Consumers, statutory remedies for lack of conformity of digital content remain available and are not excluded by this Agreement.

13. Indemnification

To the extent permitted by law, you agree to defend, indemnify and hold harmless the Company and its affiliates from third-party claims and losses arising out of (i) your breach of this Agreement; or (ii) infringement or violation of third-party IP/neighboring rights by your User Materials, your use of the Software or your Output. This does not limit any non-waivable consumer protections.

14. Limitation of Liability

14.1 Types of loss. To the maximum extent permitted by law, the Company and its affiliates are not liable for indirect, incidental, special, punitive or consequential damages (including lost profits/revenue, data loss, reputation harm or business interruption), even if advised of the possibility.

14.2 Aggregate cap. The Company's aggregate liability arising out of or relating to the Software or this Agreement shall not exceed the amounts actually paid by you for the Software Subscription in the twelve (12) months preceding the event giving rise to liability, unless a higher minimum is mandated by law.

14.3 Non-excludable liabilities; consumer rights. Nothing in this Agreement excludes or limits liability where such exclusion/limitation is prohibited (including wilful misconduct or gross negligence, death or personal injury, mandatory product-liability regimes and other non-excludable liabilities). Mandatory consumer rights remain unaffected.

14.4 Beneficiaries. The disclaimers and limitations in Sections 12 and 14 inure to the benefit of the Company's parent/subsidiary entities, directors, officers, employees, agents, contractors, successors and assigns, without creating independent enforcement rights for such persons, except where such rights cannot be excluded under applicable law.

14.5 For Consumers, statutory remedies for lack of conformity of digital content (including, as applicable, the right to have the Software brought into conformity, a price reduction, or termination) remain available.

15. Term, Termination and Effect

15.1 Term. This Agreement is effective upon installation/activation and continues until terminated.

15.2 Termination. The license terminates automatically upon expiry/cancellation of the Subscription, non-payment or material breach.

15.3 Consequences. Upon termination you must cease use and delete all copies of the Software. Sections concerning IP, warranties/disclaimers, liability, governing law and dispute resolution survive termination.

15.4 Your right to terminate. You may terminate this Agreement at any time by uninstalling the Software and ceasing all use of the Software.

15.5 Accrued amounts. Termination does not affect any accrued payment obligations as of the effective date, if applicable under your Subscription/Sales terms.

16. Export Controls and Sanctions

16.1 Compliance obligation. You agree not to use, export, re-export or transfer the Software in violation of applicable Swiss, EU and international export-control and sanctions and any applicable local laws and regulations. The Company may restrict access, updates or support to comply with such laws.

16.2 Representations. By using the Software, you represent that:

a) you are not located in, resident of, or organized under the laws of any country or territory that is the subject of a comprehensive territorial sanctions program or embargo under applicable sanctions laws of Switzerland.

b) you are not identified on any applicable restricted-party or sanctions list of Switzerland; and

c) you will not use the Software for any prohibited end-uses under applicable law.

16.3 Company measures. The Company will make reasonable efforts to comply with applicable export-control regulations and may restrict or suspend access to the Software from certain jurisdictions or to certain users as required by law. Such restrictions do not constitute a breach of this Agreement.

16.4 Notification. If you become aware that your status changes with respect to any representation in Section 16.2, you must immediately cease using the Software and notify the Company at legal@lalal.ai.

16.5 No liability for restrictions. To the extent permitted by law, the Company shall not be liable for any losses, damages, or refunds resulting from the restriction, suspension or termination of access due to export-control or sanctions compliance requirements.

17. Dispute Resolution; Governing Law and Jurisdiction

17.1 Voluntary mediation. The parties will consider mediation under the Swiss Rules of Mediation administered by the Swiss Arbitration Centre (seat: Zug/Zurich; language as agreed). Mediation is voluntary and does not limit access to courts.

17.2 Courts; law. This Agreement is governed by the substantive laws of Switzerland, excluding conflict-of-laws rules and the UN CISG. The competent courts are those of the Canton of Zug, Switzerland. If you are a Consumer, mandatory protections of your country of residence may also apply.

17.3 B2B arbitration. If you are a legal entity and an Order Form or separate agreement incorporates an arbitration clause, disputes shall be finally resolved by arbitration under the Swiss Rules of International Arbitration administered by the Swiss Arbitration Centre (seat Zurich or Zug; language English), by one arbitrator unless the rules provide otherwise.

17.4 No class or representative actions (where legally enforceable). To the extent permitted by applicable law and where such waivers are legally enforceable, disputes must be brought on an individual basis and not as a plaintiff or class member in any purported class, collective or representative proceeding against the Company.

18. Agreement Language; Legal Notices

18.1 Language; controlling version. The agreement language is English. Translations are for convenience only; in the event of inconsistencies, the English version prevails.

18.2 Legal notices. All legally significant notices and communications (including notice of claim, breach notices and statutory/legal notices) must be submitted in English to: legal@lalal.ai. Please reference your license/account identifier and contact details.

18.3 Company contact. Omnisale GmbH, Holzhäusernstrasse 16, CH-6343 Holzhäusern, Switzerland; general contact channels are listed at LALAL.AI.

19. General Provisions

19.1 Entire agreement. This Agreement constitutes the entire agreement between you and the Company regarding the Software and supersedes all prior and contemporaneous understandings relating to its subject matter.

19.2 Amendments. The Company may update this Agreement as described in the Terms of Service and/or via in-product/email notices. For non-material changes, reasonable prior notice and an effective date will be provided, and continued use after the effective date constitutes acceptance. For material changes, the Company will request your explicit consent; if you do not consent, Consumers may terminate without charge and receive a pro-rated refund of any pre-paid amounts for the remaining Subscription period. Mandatory consumer rights remain unaffected.

19.3 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in full force.

19.4 No waiver. A failure or delay to exercise any right does not operate as a waiver.

19.5 Assignment. You may not assign or transfer this Agreement without the Company's prior written consent; the Company may assign to affiliates or a successor in interest.

19.6 No third-party beneficiaries. Except as expressly stated, this Agreement creates no third-party beneficiary rights.

19.7 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control (including outages of third-party hosting/telecoms).

19.8 Headings. Headings are for convenience only and do not affect interpretation.

19.9 EU Digital Regulations (DSA / AI rules). To the extent the Software or the Service falls within the scope of applicable EU digital legislation (including the Digital Services Act) or AI-related regulations, the Company will implement measures reasonably necessary to comply with such laws. The Company may modify features, processes and documentation to reflect compliance requirements. Nothing in this Section confers additional private rights of action beyond those provided by law.

19.10 Support. Unless agreed otherwise in writing, support is provided per the Company's Support Policy available on the website; no SLA is granted under this Agreement.

19.11 Third‑Party Components; Open Source. The Software may include third‑party components (including open‑source software) governed by their respective licenses. Those licenses prevail for the corresponding components; a list and notices are provided in the "Third‑Party Notices" file and/or on the Company's website. Nothing in this Agreement limits your rights under such licenses.

20. Acceptance

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