Software License Agreement
Licensor & Merchant Information
Asyncvoid OÜ, registry code 17583218, Harju maakond, Tallinn, Kesklinna linnaosa, Kaupmehe tn 7-120, 10114, Estonia.
Email: info@async-void.com
Asyncvoid Software License Agreement Terms
1. Parties and Scope of the Agreement
This Software License Agreement («Agreement») governs the use of software products of Asyncvoid OÜ, operating under the brand D.A. Assets («D.A. Assets»), by the individual or legal entity acquiring the license («Customer»).
Licensor: Asyncvoid OÜ (brand D.A. Assets), registry code 17583218, Harju maakond, Tallinn, Kesklinna linnaosa, Kaupmehe tn 7-120, 10114, Estonia. Email: info@da-assets.com.
The Agreement applies to licenses for which it is expressly specified and provided to Customer prior to completing the Order. Customer accepts this Agreement by giving consent during the checkout of the Order. For free Products, acceptance occurs upon receiving access or beginning use, provided the text of the Agreement was made available to Customer beforehand. An individual acting on behalf of an organization must possess the requisite authority to bind that organization.
For purchases made via Unity Asset Store or another marketplace, the specific license agreement designated for that marketplace purchase applies. This Agreement does not automatically replace or supplement the standard marketplace license.
Payment, taxes, access provision, refunds, and support services are governed by the applicable sales terms or service terms properly incorporated into the contract with Customer. If Customer is an individual consumer, granting prior express consent during checkout for immediate access to digital content and acknowledging the consequences results in the waiver of the statutory 14-day right of withdrawal from the moment access or downloading begins (pursuant to Estonian civil law and EU directives). Product specifications and requirements are determined by the product description provided before purchase and the Order.
2. Definitions
Order — an agreed order, invoice, or other document acquiring a license (including free licenses) specifying the Product, Customer, license tier, number of Seats, or Team License.
Product — D.A. Assets software or other digital content identified in the Order, along with documentation and Updates to which Customer is entitled under this Agreement.
End Product — a game, application, web service, project, or other independent creation made using the Product or incorporating permitted Embedded Components, having its own functionality and not serving as a distribution medium for the Product itself.
Embedded Components — parts of the Product designated in its documentation for inclusion in End Products, including runtime components executed during their operation.
Updates — bug fixes, compatibility patches, and new versions of the same Product provided by D.A. Assets to license holders. Distinct new standalone products or add-ons do not constitute Updates unless agreed in the Order.
User — an individual who uses the Product for development or other authorized work. A person who merely uses a finished End Product with Embedded Components is not a User for seat accounting purposes.
Seat — the right of one designated User to use the Product. A Personal Seat belongs to an individual at the Personal tier. A Business Seat is granted at Indie, Studio, or Enterprise tier for assignment to a User by Customer.
Team License — Customer’s right to assign access to Users within the seat capacity specified in the Order under an agreed team fee.
Affiliate — a legal entity that directly or indirectly controls, is controlled by, or is under common control with Customer (control meaning ownership of over 50% of voting shares).
License Tier — Personal, Indie, Studio, or Enterprise, with qualification criteria recorded in the Order.
Revenue and Funding Threshold — the sum of consolidated gross revenue of Customer and its Affiliates from all activities before taxes and expenses, plus external funding (investments, grants, loans) received over the 12 calendar months preceding the month of the Order.
3. Grant of Rights
3.1. License to Product: Upon payment of the Order or lawful receipt of a free license, D.A. Assets grants Customer a perpetual, worldwide, non-exclusive license to use the Product in accordance with its purpose and this Agreement, within the purchased Seats or Team License. The license permits using the Product for Customer’s internal needs, for work-for-hire client projects, creating, maintaining, and commercially distributing End Products, and monetizing them without royalties.
3.2. Copies and Modifications: Customer may install the Product and create necessary working, backup, and archival copies. If the Product is delivered as source code or allows modification, Customer may adapt it for permitted use, integration, bug fixes, and End Product maintenance.
3.3. Distribution of Embedded Components: Customer may incorporate Embedded Components (including permitted modifications) in compiled form into End Products and reproduce, supply, and commercially distribute them without restriction, including server-side execution. End product buyers and players do not need developer Seats.
3.4. Work for Hire and Project Transfers: Customer may create and transfer End Products, work results, and own project source files to clients. If the transferred project contains the Product itself or modified copies, the recipient must possess a valid license for the Product.
3.5. Devices and Automated Workflows: One Seat permits one User to work across multiple devices. Automated build systems, CI/CD, testing pipelines, and remote environments do not require separate Seats; Seats are required only for individuals directly utilizing the Product.
3.6. Intellectual Property: D.A. Assets retains all rights in the Product not expressly granted. Third-party components are governed by their respective licenses.
4. Seats, License Tiers and Compliance Verification
4.1. Personal Seat: A Personal Seat is purchased by an individual using personal funds for sole use and cannot be reassigned to another person. An employer or third party cannot pay for or reimburse a Personal Seat. The Personal tier is also available to sole proprietors and freelancers without employees. The revenue/funding threshold does not apply to Personal, provided the user remains the sole developer.
4.2. Business Seats and Team License: Customer may assign access to its employees, employees of Affiliates, and contractors performing work on Customer’s behalf. Contractors may not use Customer's seats for independent projects. One seat is assigned to one individual at a time; reassignment is allowed upon cessation of use by the prior User.
4.3. Tier Selection and Retention: Customer must meet the tier criteria on the date of the Order. Subsequent growth in revenue, funding, or headcount does not invalidate already purchased seats or require retroactive payments for them. Additional seats or new licenses are purchased under the criteria applicable at the time of the new purchase.
4.4. Compliance Verification: In case of reasonable doubt, D.A. Assets may request in writing proof of compliance with tier criteria or seat limits. Customer shall provide verification within one calendar month. If an objective discrepancy is confirmed, D.A. Assets provides one calendar month to cure by paying the actual difference between the paid amount and the standard price of the required tier at the date of purchase.
5. Restrictions
Customer shall abide by these restrictions and ensure compliance by Users. Except where expressly permitted by this Agreement or mandatory law, Customer shall not:
• Provide access to the Product to persons without a valid Seat or exceed the agreed license volume;
• Sell, transfer, publish, sublicense, or distribute the Product, its copies, or modifications as a standalone tool, library, package, or competing product, including through structural adaptation or rewriting, regardless of AI assistance;
• Provide the Product as a service or tool for independent third-party use (does not restrict Embedded Components in End Products);
• Remove or alter copyright and proprietary notices in the Product;
• Bypass technical access restrictions, license controls, or seat limits;
• Reverse engineer or decompile compiled portions of the Product, except to the extent permitted by mandatory law.
Customer may not use the Product to train machine learning models or build AI training datasets without prior written consent. However, Customer may utilize AI tools to analyze, debug, adapt, and integrate the Product within authorized rights under Section 3.
6. Updates and Perpetual License Retention
While the license remains in effect, Updates to the same Product provided by D.A. Assets are available to Customer without additional license fees under the terms of this Agreement. Technical rebranding or SKU changes do not diminish agreed Update entitlements.
This Agreement does not establish a mandatory feature roadmap or obligation to develop the Product indefinitely. Discontinuation of development, sales, or support does not terminate perpetual licenses for lawfully acquired copies.
7. License Termination and Rights to End Products
7.1. Grounds for Termination: D.A. Assets may terminate a license or specific seats in case of material breach if Customer fails to cure within one calendar month of written notice. Immediate termination is permitted only on grounds provided by law, such as willful unlawful distribution of the Product or fraud.
7.2. Purchase Revocation and Payment Disputes: If a purchase is refunded, revoked, or charged back, rights under that purchase terminate immediately, and Embedded Components may no longer be used.
7.3. General Effects: Upon termination, Customer and Users must cease using the Product for new work.
7.4. Completed and Released End Products: Under a fully paid license, Customer retains a perpetual right to use and distribute Embedded Components in End Products lawfully released prior to termination. Customer may maintain, rebuild, patch, and release technical updates and downloadable content (DLC) for such released End Products using versions obtained prior to termination.
8. Warranties and Liability
D.A. Assets warrants that it possesses the requisite rights to grant the license. Except for mandatory statutory warranties, the Product is provided «as is» and «as available», without warranties of uninterrupted operation or suitability for unagreed needs.
To the extent permitted by law, D.A. Assets shall not be liable for indirect, incidental, or consequential damages, lost profits, or data loss. Aggregate liability arising from a specific license is limited to the amount actually paid for that license.
These limitations do not apply to intentional breach (willful misconduct), gross negligence, injury to life or health, or other liability that cannot be excluded by mandatory law.
9. Transfer of License
Customer may not assign or transfer the license to a third party without prior written consent from D.A. Assets, except to a legal successor in a merger, reorganization, or sale of substantially all assets. Multi-seat and Team Licenses may only be transferred in their entirety.
10. Notices, Applicable Law and Amendments
Notices under this Agreement shall be sent to info@da-assets.com for D.A. Assets and to Customer’s email specified in the Order.
This Agreement is governed by the laws of Estonia. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. For commercial customers, disputes are subject to the jurisdiction of Estonian courts. If Customer is a consumer, statutory protections of the consumer's habitual residence remain unaffected.
Individually agreed written terms supersede standard terms. D.A. Assets may publish revised editions for future purchases; revisions do not alter already acquired rights.
The official governing language of this Agreement is English. Translations into other languages are provided for convenience only.