End User License Agreement

This Agreement

This End User License Agreement (the “Agreement”) is an agreement between Studio Sadola (“Studio”) and the customer who uses tranext (the “Software”) (“User”). At first launch, the Software displays a link to the full Agreement and a consent checkbox. The User agrees by checking the box and selecting “Agree and start.” If the User does not agree, the User may not use the Software.

For this Agreement, the Software is a local-AI integrated application that performs transcription, summarization, search, and agent features on-device.

Article 1 (Definitions)

1. “License Key” means a code issued by Studio that represents the right to use the Software.

2. “Activation” means the procedure for enabling the right to use the Software on a device using a License Key and Machine Code.

3. “Machine Code” means an identification code generated by hashing several hardware identifiers of a device. “Hashing” means converting source values through a defined calculation instead of sending them as they are.

4. “Full Version” means the Software used under a one-time-purchase Standard or Pro license.

5. “Trial Version” means a version that allows the User to try the implemented Pro-equivalent features free of charge for seven days from its start (or, if changed by server configuration, for the number of days displayed by the app when the trial starts).

6. “Third-Party Software” means software, libraries, models, fonts, or other materials owned by third parties and bundled with or obtained through the Software, and includes both those under open source licenses and those under terms set independently by a third party. The latter include the NVIDIA CUDA Runtime, the NVIDIA Streaming Sortformer diarization model, and AI models that the User obtains from Hugging Face or another provider.

7. “OS classification (platform)” means Windows, macOS, or Linux.

8. “Activation file (.txa1)” means a signed file used for offline Activation.

9. “Third-Party Terms” means the license terms applicable to Third-Party Software or the terms set independently by a third party.

Article 2 (License Grant)

1. Subject to this Agreement, Studio grants the User a non-exclusive, non-transferable, and non-sublicensable right to use the Software.

2. The license covers personal and commercial use. It does not include a business that provides the Software itself or the right to use it to third parties.

3. One License Key may be activated and used on up to two PCs owned or controlled by the User, in total across Windows, macOS, and Linux. No mobile version is currently offered.

4. Supported platforms are Windows x64, macOS on Apple Silicon, and Linux x64. Detailed system requirements are stated on the sales page and in the Specified Commercial Transactions Act Notice.

5. Rights not expressly granted in this Agreement are reserved by Studio or the applicable rights holder.

Article 3 (Trial Version)

1. The Trial Version’s duration and feature scope are as defined in Article 1(5). “Pro-equivalent” means the Pro features implemented at the time of provision and does not include unavailable features. The API server and QR connection are coming soon and are not available at launch.

2. The Trial Version may be started once per device. An internet connection is required when it is started. Routine launches after that do not check the license against a server.

3. Continued use of the Full Version’s features after the trial expires requires purchase and Activation of a license.

4. The Trial Version provides an opportunity to test the Software before purchase, but does not limit the User’s statutory rights concerning non-conformity with the contract.

Article 4 (Activation of the Full Version)

1. For online Activation, only when the User selects “Activate,” the Software sends the License Key, Machine Code, and OS classification (platform) to Studio’s activation endpoint and obtains a signed activation code.

2. For offline Activation, the User enters the License Key, the Machine Code shown on the target PC, and OS classification (platform) into the customer portal on another internet-connected device, and obtains an Activation file (.txa1) or data for pasting. On the target PC, the User can open “Offline activation” and either select “Activate from file (.txa1)” or paste the data to apply it.

3. Routine checks after Activation take place on the device and do not require a server check.

4. If a different license is already stored, the Software switches to the other license only after the User expressly confirms the change in a confirmation dialog.

5. “Settings” › “License” › “Deactivate on this PC” removes only the Activation information on that PC. It does not communicate with the server or release one of the two server-side device slots. To release the slot, the User must deactivate the device in the customer portal.

6. After upgrading from Standard to Pro, the User must reactivate the same PC with the same License Key for the Pro entitlement to take effect. The upgrade is not reflected automatically.

7. Studio does not provide an account system for purchasing or ordinarily using the Full Version. The User supplies an email address at purchase and receives the License Key on the completion page and by email.

Article 5 (One-Time Purchase, Updates, and Future Services)

1. The Full Version is a one-time purchase. Its license does not expire and has no renewal fee. The User may continue using the purchased Software unless a termination event under this Agreement occurs.

2. Updates to the Software are provided at no additional charge.

3. The preceding paragraph does not guarantee indefinite maintenance, any particular feature addition, or correction of every defect.

4. Studio may in the future offer separate paid options or subscription services. Only if Studio offers a future subscription will an account be required for that service. Studio will not automatically convert a purchased perpetual license into a subscription, will not change the conditions for using a perpetual license, and will separately present the content, price, and terms.

Article 6 (Restrictions)

1. The User must not: 1. copy, redistribute, resell, rent, or sublicense the Software beyond the scope permitted by this Agreement; 2. disclose, share, or transfer a License Key to a third party; 3. circumvent, disable, or tamper with the license-verification mechanism; 4. analyze, decompile, or disassemble the Software, except where permitted by law or to the extent permitted by a Third-Party Software license (including the LGPL); or 5. use the Software in violation of applicable law or third-party rights.

2. Paragraph 1(4) does not prevent acts permitted by copyright law or other applicable law, or analysis, modification, debugging, relinking, or other acts permitted by the applicable Third-Party Software license, including acts concerning LGPL-covered portions such as FFmpeg and LAME and MPL-covered portions such as Pyodide.

3. Where third-party terms, including the NVIDIA CUDA Runtime terms, prohibit a particular act, those third-party terms prevail.

Article 7 (Intellectual Property)

1. Intellectual-property rights in source code, object code, designs, documentation, and other materials in which Studio owns rights remain with Studio.

2. Rights in Third-Party Software remain with their respective owners.

3. This Agreement does not transfer ownership of the Software or Third-Party Software to the User.

Article 8 (Third-Party Software)

1. This software uses libraries from the FFmpeg project under the LGPLv2.1. FFmpeg is licensed under LGPL-2.1-or-later (GNU Lesser General Public License version 2.1 or later), belongs to its respective rights holders, and is not owned by Studio. The corresponding source code, changes, and build configuration for FFmpeg are available at https://engines.sadola.dev/engines/stable/ffmpeg/n8.1/source/README.md.

2. This Software dynamically links to and uses LAME (libmp3lame) under the LGPL. LAME belongs to its respective rights holders and is not owned by Studio. The corresponding source code, changes, and build configuration for LAME are available at the same location as in the preceding paragraph. The User may modify and replace the FFmpeg and LAME libraries to the extent permitted by the LGPL.

3. The respective license terms for Third-Party Software apply to that software in priority to this Agreement. The component list, copyright notices, license texts, source-code availability, and special notices are available under “Third-Party Licenses” in the Software and in the bundled third-party notices. Studio does not own FFmpeg, LAME, or other Third-Party Software.

4. AI models and other materials obtained by the User from Hugging Face or another provider are governed by the terms presented by that provider. The User should review those terms before downloading.

5. The treatment of OpenH264 and required notices are stated in the third-party notices.

6. The User must not use, copy, modify, redistribute, or sublicense, separately from the Software, any Third-Party Software that Studio redistributes as part of the Software under Third-Party Terms (including the NVIDIA CUDA Runtime, the Microsoft Visual C++ runtime, and similar redistributable components), and must not reverse engineer, decompile, or disassemble it. As provided in Article 6(2), this paragraph does not prevent acts permitted by the applicable Third-Party Terms or by law.

7. The User must not remove, modify, or obscure any copyright notice, license notice, or other rights notice contained in the Software or in Third-Party Software, including the bundled third-party notices and any “Notice” or other file accompanying a component.

Article 9 (Outputs, AI Features, and User Data)

1. Transcriptions, summaries, answers, generated code, edit proposals, and other outputs may be generated probabilistically through processes including AI and may contain errors. Studio does not guarantee the accuracy, completeness, currency, legality, or fitness for a particular purpose of those outputs. The User must review an output before using it or relying on it for an important decision. This paragraph explains the nature of outputs; it does not limit cure, re-provision, price reduction, termination, or refund under Article 10 where the Software lacks functionality agreed at purchase, including launching and starting and completing transcription in the published operating environment or license Activation.

2. Based on the User’s instructions and enabled features, AI may, within the Software, search or read other on-device conversations or transcripts in addition to the current conversation; propose edits; perform calculations and create files in an isolated execution environment; read or store long-term in-app memory; search for artifacts and copy them to a workspace; use enabled Web Search and web-page retrieval; and start auxiliary AI processes (“Subagents”). Even under the default settings, AI may search other on-device conversations or transcripts rather than only the current conversation, but does not transmit them externally. Ordinary AI processing and this on-device search occur on-device and do not send the searched conversations or transcripts to Studio.

3. Transcript edits follow the “Edit approval mode” setting. Under the default “Ask every time” (manual), an edit is presented as a proposed change and applied after the User’s approval. If the User has selected “Auto by impact” (auto-by-impact) or “Auto-all” (auto-all), an edit may be applied without separate approval according to the setting. Under “Auto by impact,” a proposed change whose impact exceeds the configured threshold still requires separate approval. Long-term memory is stored in Markdown (.md) files and, in the current version, is written immediately without separate approval.

4. Web Search is disabled by default and is available only when the User enables it both in Settings and for the relevant conversation. When enabled, an AI-generated search query is sent to the search provider configured by the User. Tavily, Serper, and Exa use the User’s API key, while SearXNG uses the connection URL configured by the User; none uses Studio’s credentials. The current version has no technical mechanism that prevents the query from containing conversation content or transcript text. Studio does not guarantee the accuracy, legality, or safety of third-party content imported through Web Search or web-page retrieval. The current version also has no technical mechanism that separates imported content as data rather than instructions, and instructions within that content may cause the AI to propose or perform operations that the User did not intend. Web-page retrieval destinations are in principle subject to the per-host approval described in paragraph 5; however, if the User has selected “Allow all sites without confirmation (not recommended)” (webFetchAllowAll, off by default), that approval is not performed. Studio is responsible under Articles 10 and 11 for damage caused by its failure to implement the connection restrictions or other safeguards described in paragraph 5, and this paragraph does not limit those remedies.

5. In the current version, Studio sets limits on the number of tool calls per turn; the number of concurrently running Subagents and each Subagent’s tool calls and run time; the run time of Python calculations; and the number of redirects, the download size, and the communication time for web-page retrieval. The specific values follow the Software’s implementation and may change; any change does not alter the allocation of responsibility under paragraph 8 of this Article, Article 10, and Article 11. Subagents cannot use Web features or transcript-editing features. Python calculations run in a WebAssembly isolated environment with no access to the network or the real machine’s files. For web-page retrieval, the Software’s core processing requires User approval for a host that has not already been allowed, permits only HTTPS connections, and blocks private IP addresses. However, if the User has selected “Allow all sites without confirmation (not recommended)” (webFetchAllowAll, off by default), this approval is not performed; even then, the User’s deny rules, blocking under the protection list, the HTTPS-only restriction, and the blocking of private IP addresses continue to apply. Transcript editing uses the approval process in paragraph 3, and the conversation stop control and Subagent cancellation can interrupt LLM communications and tool processing. Stopping an in-progress Python execution may, however, take up to the configured execution-time limit. These measures do not guarantee the outcome of AI output or operations.

6. The User should decide whether to enable an AI feature, approve a presented operation, or select automatic application; review outputs and execution results; secure necessary permissions for input data; and endeavor to back up important data. This paragraph does not transfer to the User any responsibility of Studio for Non-Conformity of the Software, deficiencies in safeguards for which Studio is responsible, or damage caused by Studio’s intentional misconduct or negligence.

7. The User is responsible for obtaining the rights and permissions required for audio, documents, URLs, and other data supplied to the Software.

8. The provisions in this Article concerning no guarantee and User responsibility describe the nature of AI output and User-selected operations and precautions for their use. They do not exclude the remedies under Article 10 where the Software lacks agreed functionality, exclude Studio’s liability under Article 11, or restrict the User’s statutory rights.

Article 10 (Warranty, Non-Conformity, and Remedies)

1. Studio makes reasonable efforts for the Software to operate according to its published specifications. Studio does not, however, guarantee the accuracy, completeness, currency, legality, or fitness for a particular purpose of outputs described in Article 9, compatibility with every environment, or entirely uninterrupted or error-free operation.

2. If the Software does not conform to the type, quality, or functionality agreed by contract (“Non-Conformity”), the User may request, in accordance with law and this Agreement, a corrective update, another download, or re-provision.

3. If cure or re-provision is impossible or excessively difficult, is not performed within a reasonable period, or the Non-Conformity is serious enough to defeat the purpose of the contract, the User may seek an appropriate price reduction, termination, or refund as provided by law.

4. A problem caused solely by interaction with third-party software separately installed by the User or by use outside the published system requirements is not a Non-Conformity attributable to Studio. A defect in a third-party component bundled with the Software is not excluded by this paragraph.

5. This Article does not restrict rights under mandatory applicable law.

Article 11 (Liability for Damages)

1. If the User suffers damage due to Studio’s ordinary negligence, Studio’s aggregate liability is limited to the total amount the User paid to Studio for the order for the license that caused the damage and any related upgrade.

2. Where the Software is provided free of charge, including the Trial Version, Studio’s aggregate liability for ordinary negligence is capped at 10,000 JPY.

3. The caps in the preceding two paragraphs do not apply to damage caused by Studio’s intentional misconduct or gross negligence.

4. Paragraphs 1 and 2 do not exclude the remedies of cure, re-provision, price reduction, termination, or refund under Article 10.

Article 12 (Refunds)

1. Refunds after purchase are generally unavailable for customer-convenience reasons. Exceptions and remedies for Non-Conformity are set out in the separately published Refund Policy.

2. When cumulative refunds for a purchase order equal or exceed that order amount, Studio revokes the license associated with that order, cancels its existing Activations, and stops future Activations. Because activation codes issued before the refund cannot technically be retrieved or disabled, “revocation” under this paragraph means stopping future Activations, license verification, and authentication for retrieving notices and submitting in-app support.

3. If a payment-provider dispute (chargeback) occurs with respect to a purchase order, that purchase order is treated as disputed and the license associated with it is suspended. This suspension stops future Activations, license verification, and authentication for retrieving notices and submitting in-app support; it cannot stop routine startup using an activation code that has already been issued. If the dispute is resolved in Studio’s favor, Studio restores the license through an administrative operation. If the dispute results in return of the full purchase-order amount, paragraph 2 applies.

4. When cumulative refunds only for a Standard-to-Pro upgrade order equal or exceed that order amount, Studio returns the license to Standard and does not stop Activation as Standard. In this case the license is not revoked; only the Pro entitlement is lost. Server-side handling for a dispute concerning only an upgrade order is being implemented to suspend the base license when the dispute begins, restore the license as Pro if the dispute is resolved in Studio’s favor, and downgrade it to Standard and restore the base license if Studio loses the dispute and the chargeback becomes final. This handling does not occur until implementation and deployment are complete.

5. A partial refund that leaves cumulative refunds below the applicable purchase-order or upgrade-order amount does not revoke or downgrade the license or existing Activations.

• Refund Policy

Article 13 (Termination)

1. If the User materially breaches this Agreement and does not cure the breach after Studio provides a reasonable cure period, Studio may terminate the license. No cure notice is required if the breach cannot by its nature be cured.

2. The User may terminate this Agreement at any time by deleting all copies of the Software.

3. Following termination, the User must stop using and delete all copies of Studio’s proprietary portions. Rights granted under the respective licenses for Third-Party Software remain governed by those licenses.

4. Articles 7, 8, 9, 10, 11, 12, this paragraph, 16, and 17 survive to the extent required by their nature.

Article 14 (Minors)

1. A minor must obtain the prior consent of a legal representative before agreeing to this Agreement, purchasing, or using the Software.

2. This Article does not restrict any statutory right of rescission or other right available to a minor.

Article 15 (Changes to This Agreement)

1. Studio may amend this Agreement when the amendment benefits users generally, or when it is reasonable in light of the necessity of the amendment, the appropriateness of the amended terms, and other circumstances.

2. Studio will give reasonable advance notice of the changes, amended terms, effective date, and reason through the sales site and, where appropriate, in-app notices.

3. For a material adverse change—such as a reduction in license scope, a material change to user-data handling, or an expanded liability limitation—Studio will give advance notice before the effective date, display the Agreement again in the Software, and obtain renewed express consent. In the current version, the consent screen is redisplayed whenever the bundled Agreement version differs from the accepted version, and the only choices are “Agree and start” and “Exit.” A User who does not agree to the revised version may stop using the Software. A refund based solely on refusal to agree to a revision is generally unavailable as a customer-convenience refund. If the Software has a Non-Conformity, Studio will respond under Article 7 of the Refund Policy.

4. The Agreement version identifier changes only for a revision that affects the User’s rights or obligations. A minor change that does not affect rights or obligations, such as a typographical correction or updated contact details, does not change the version identifier, requires no renewed consent, and is announced in the revision history.

Article 16 (Governing Law and Jurisdiction)

1. This Agreement is governed by and construed under the laws of Japan. This does not prevent the application of mandatory law at the User’s habitual residence where applicable.

2. The Kyoto District Court is agreed as an additional court of first-instance jurisdiction for disputes related to this Agreement. This does not exclude the right of a consumer User to bring proceedings in a court at the User’s residence or any other court permitted by law.

Article 17 (Severability, Entire Agreement, and Language)

1. If part of this Agreement is invalid or unenforceable, the remaining provisions remain effective.

2. This Agreement, the Refund Policy, and documents expressly incorporated by reference form the agreement governing the license to use the Software.

3. The Japanese version is controlling. If the Japanese and English versions differ in interpretation, the Japanese version prevails. This paragraph does not restrict any rights afforded to the User under applicable law.