REPLICA 11
PROPRIETARY SOFTWARE END USER LICENSE AGREEMENT (EULA)
Copyright (C) 2026 Petr Chroustovsky (d3arts.cz). All rights reserved.
Effective version: 1.0 - 8 October 2026

IMPORTANT: PLEASE READ THIS AGREEMENT BEFORE INSTALLING, ACTIVATING, OR USING REPLICA 11.

This End User License Agreement ("Agreement") governs the use of Replica 11 (the "Software") supplied by Petr Chroustovsky, operating under d3arts.cz ("Licensor"), to the person or entity obtaining a lawful licence ("Licensee" or "you"). The Licensor's website is https://d3arts.cz/. The Licensor's full statutory business identification and contact details are those disclosed in the applicable purchase confirmation and legal notices on the seller's website.

The Software is proprietary, closed-source, commercially licensed software. IT IS NOT OPEN SOURCE AND IS NOT DISTRIBUTED UNDER THE GNU GENERAL PUBLIC LICENSE, MIT LICENSE, OR ANY OTHER PUBLIC SOFTWARE LICENCE. No source-code rights are granted under this Agreement.

By expressly accepting this Agreement at purchase, installation or activation, or by using the Software where acceptance is validly established under applicable law, you agree to its terms. Where mandatory law requires additional notice or express acceptance, that law prevails. If you do not accept these terms, do not install or use the Software; any applicable statutory remedies and withdrawal rights remain unaffected.

1. LIMITED LIFETIME LICENCE GRANT

1.1 Upon successful payment of the one-time licence fee and subject to this Agreement, the Licensor grants the Licensee a limited, non-exclusive, worldwide, personal or internal-business-use licence to install and use the Software on up to TWO (2) computers owned or lawfully controlled by the Licensee, without a recurring licence subscription fee.

1.2 "Lifetime" means that, unless validly terminated for breach or under applicable law, the right to use lawfully acquired releases continues for an indefinite period; it does NOT mean the lifetime of the Licensee or Licensor is guaranteed, uninterrupted technical operation is guaranteed, or the Licensor is required to continue developing, hosting, maintaining, or distributing the Software forever.

1.3 All future Replica 11 versions, updates, upgrades, and feature releases that the Licensor actually makes generally available under the Replica 11 product line to lifetime licensees shall be included without an additional Replica 11 licence fee. The Licensor is not obligated to develop or release any future version, new feature, or upgrade. Separately branded products and independent third-party services are not included unless expressly stated at purchase; relabelling an ordinary Replica 11 update does not defeat rights already promised to a purchaser.

1.4 This licence covers one Licensee, not two different users or two independent organisations. You may move an installation between your own devices, provided no more than two authorised computers use the Software concurrently and reasonable activation requirements are observed. Virtual machines or separately operating instances count as computers for this limit, to the extent legally permissible.

1.5 Commercial use of the Software and commercial exploitation of lawfully generated audio outputs are permitted, subject to third-party rights, applicable law, and the terms of the ElevenLabs services, voices, models, and other materials used. This Agreement grants no intellectual-property rights in third-party input material, voices, or services, and does not promise that every generated output is copyrightable, exclusive, or free from third-party claims.

2. OWNERSHIP AND RESERVATION OF RIGHTS

2.1 The Software is licensed, not sold as intellectual property. Title, copyright, trade secrets, algorithms, designs, documentation, branding, and all other rights in the Software remain with the Licensor or relevant third-party rights holders. All rights not expressly granted are reserved.

2.2 The Licensee receives no access to source code and no right to demand source code, build tools, development files, signing keys, internal documentation, or future development work.

2.3 This Agreement does not transfer ownership of the Replica 11 name, d3arts.cz marks, graphics, or any associated goodwill. Mandatory rules concerning exhaustion of distribution rights are expressly preserved.

3. RESTRICTIONS

Except to the extent expressly permitted by non-waivable applicable law or separately authorised in writing by the Licensor, the Licensee must not:

(a) copy the Software except for licensed installation and legally permitted essential backups;
(b) modify, translate, adapt, patch, create derivative works from, or tamper with its executable files or protective mechanisms;
(c) reverse engineer, decompile, disassemble, extract or reconstruct source code, trade secrets, protocols, or algorithms;
(d) circumvent, disable, forge, or interfere with licence checks, activation, copy protection, or usage limits;
(e) distribute, publish, upload, sublicense, lease, rent, lend, share, or commercially resell copies, activation credentials, or unauthorised access to the Software;
(f) make the Software available as a hosted service, shared network tool, or service bureau for unrelated third parties unless the Licensor expressly permits such arrangement;
(g) remove or falsify copyright, trademark, attribution, or licence notices; or
(h) use the Software in a way that infringes third-party rights or violates applicable law.

These restrictions do not prohibit acts that applicable law makes non-excludable, including certain essential backups, observation or testing, error correction, and interoperability-related decompilation. A restriction on transfer or resale does not override any mandatory exhaustion rights recognised by applicable law; a lawful transfer may require the former Licensee to cease use and render all retained copies unusable.

4. ACTIVATION, LICENCE VALIDATION, AND END OF SERVER OPERATIONS

4.1 The Software may use licence keys, device limits, local checks, or online activation/validation. Any material internet-access and activation requirements must also be disclosed to purchasers before the contract is concluded.

4.2 The Licensor may change the technical means of activation, discontinue a particular activation method, or permanently close activation or validation servers, including when development is discontinued, for security, economic, technical, or operational reasons, subject to applicable mandatory law and existing contractual commitments.

4.3 Closing a server does not by itself terminate an otherwise valid lifetime licence. The Licensor will not intentionally and without lawful justification disable already licensed use solely because it elects to end development or server operations. Where reasonably necessary and legally required to preserve the benefit of an existing licence, the Licensor will provide a practicable alternative, such as offline activation, removal of a mandatory online check, or another reasonable means of continued licensed use. This clause does not guarantee indefinite compatibility with changing operating systems, hardware, or third-party services.

4.4 If continuation or an alternative is impossible, any rights and remedies required by mandatory consumer or contract law, including remedies for lack of conformity or non-supply, remain available. Nothing in this Agreement excludes those remedies.

5. DEVELOPMENT, UPDATES, AND SUPPORT

5.1 The Licensor reserves the right, at its sole business discretion, to suspend or permanently discontinue further development, new features, voluntary maintenance, publication of new releases, or voluntary customer support at any time, without an obligation to supply reasons or compensation except as required by mandatory law or expressly promised in the purchase contract.

5.2 No development roadmap, feature request, response time, minimum number of releases, or service-level agreement is guaranteed unless separately agreed in writing. Technical support may be provided voluntarily by email or another chosen channel; no guaranteed response or resolution time is promised.

5.3 Nothing in Sections 5.1 or 5.2 limits updates, including security updates, necessary for legal conformity or other non-waivable obligations under applicable consumer law. An optional new feature is distinct from a legally required conformity or security update.

5.4 The Licensor may correct vulnerabilities, change features, or withdraw particular functions for legitimate security, legal, third-party, or technical reasons, subject to existing licence rights and mandatory rules concerning modifications of digital content.

6. ELEVENLABS AND OTHER THIRD-PARTY SERVICES

6.1 Replica 11 is an independent application that may integrate with ElevenLabs. Unless expressly indicated otherwise at purchase, the Licensee must supply their own ElevenLabs account, credentials, API access, subscription or credit balance, and pay all associated ElevenLabs charges directly.

6.2 ElevenLabs and other third-party services, voices, APIs, and model outputs are not owned or controlled by the Licensor. Their functionality, availability, pricing, usage rights, quotas, policies, and technical interfaces may change or cease. The Licensee must comply with the applicable third-party terms, including commercial-use and voice/consent requirements.

6.3 The Licensor does not guarantee continuous compatibility with any third-party service and is not liable for independent third-party actions to the fullest extent permitted by law. This does not remove legally required conformity rights or responsibility for statements and functions expressly guaranteed by the Licensor at sale.

6.4 The Licensee is responsible for obtaining necessary permissions for scripts, training data, voice identities, recordings, personal data, and generated content; for verifying outputs before publication; and for complying with privacy, copyright, publicity, and other applicable laws.

7. DATA, PRIVACY, AND SECURITY

7.1 The Licensee is responsible for maintaining backups of project files, generated audio, scripts, credentials, and other user data. The Licensor recommends not embedding credentials in publicly shared project files.

7.2 Any processing of personal data by the Licensor is subject to applicable privacy law and the separately available privacy notice. This Agreement is not a substitute for a privacy notice and does not authorise processing beyond what law permits.

7.3 Use of third-party AI services may involve transmission of scripts, audio, account information, or other data to those providers. Their privacy and data-processing terms apply. The Licensor makes no promise that third-party processing is wholly local or confidential.

8. WARRANTY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR EXPRESS WARRANTIES AND NON-WAIVABLE CONSUMER RIGHTS, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ADDITIONAL WARRANTIES, INCLUDING WARRANTIES OF UNINTERRUPTED OPERATION, ERROR-FREE OUTPUT, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR PERMANENT COMPATIBILITY WITH ANY OPERATING SYSTEM OR THIRD-PARTY API.

This disclaimer does not exclude statutory conformity obligations, remedies for defects, or liability that cannot lawfully be excluded. Nothing in this Agreement reduces rights guaranteed to consumers under applicable Czech or EU law.

9. LIMITATION OF LIABILITY

9.1 To the maximum extent permitted by applicable law, the Licensor excludes liability for indirect, incidental, consequential, punitive, or special losses, including lost profits, revenue, opportunities, data, and business interruption, arising from use or inability to use the Software or third-party services.

9.2 For Licensees acting in the course of business, to the fullest extent lawfully permissible, the Licensor's aggregate contractual liability concerning the Software is limited to the one-time licence fee actually paid by that Licensee for Replica 11. No such cap or exclusion applies to fraud, wilful misconduct, gross negligence where exclusion is prohibited, harm to life or health, or any other non-excludable liability.

9.3 For consumers, the preceding limitations apply only to the extent permitted by applicable mandatory law and do not reduce statutory remedies relating to digital content, defects, non-supply, or unfair contract terms.

10. TERMINATION

10.1 The licence remains in force indefinitely unless terminated in accordance with this Agreement or applicable law.

10.2 In the event of a material breach, the Licensor may notify the Licensee and require the breach to be remedied within a reasonable period where appropriate or legally required. The Licensor may terminate the licence where the breach remains uncured, or immediately for sufficiently serious and irremediable infringement, only to the extent permitted by law.

10.3 Upon valid termination, the Licensee must cease using the Software and uninstall or destroy unauthorised copies, subject to mandatory law and legally required retention rights. Termination does not affect accrued rights or mandatory remedies.

10.4 Discontinuation of development or closure of an activation server is not, in itself, grounds for automatic termination of a fully paid lifetime licence.

11. TRANSFERS AND ASSIGNMENT

11.1 The Licensee must not transfer, assign, sublicense, sell, or share the licence or licence key without the Licensor's prior written consent, EXCEPT where transfer is allowed by mandatory applicable law, including exhaustion of the distribution right in a lawfully sold copy of software.

11.2 Where a transfer is legally required to be allowed, it must encompass the relevant lawful copy and rights as required by law; the transferor must stop using the transferred copy, remove retained installations, and must not split one indivisible licence into multiple licences.

12. THIRD-PARTY COMPONENTS AND NOTICES

The Software may incorporate libraries, frameworks, codecs, or other components governed by separate licences. Those licences govern their respective components and any mandatory notices or source-code obligations. Nothing in this Agreement overrides legally applicable third-party open-source licence conditions. If components are subject to copyleft terms, the Licensor must comply with those terms in distribution; this EULA alone cannot convert those components into proprietary code.

13. GOVERNING LAW AND DISPUTES

This Agreement is governed by the laws of the Czech Republic, excluding conflict-of-law rules to the extent permissible. For business Licensees, courts of the Czech Republic shall have jurisdiction to the extent a valid jurisdiction agreement can be made. Consumer Licensees retain the protection of mandatory laws of their country of habitual residence and all mandatory consumer jurisdiction rights under applicable EU and national law. No mandatory arbitration clause is imposed.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

14.1 This Agreement, together with the applicable checkout disclosures, product description, and any terms expressly incorporated at purchase, forms the applicable agreement concerning the licence. In case of conflict, mandatory law and any specific enforceable promise made to the customer prevail.

14.2 If a provision is held invalid or unenforceable, the remaining provisions remain effective to the extent legally permissible. An invalid provision shall not be enforced against a consumer merely because it appears in this Agreement.

14.3 The Licensor may publish revised terms for future purchases and releases. Material changes shall not retroactively reduce rights already granted to an existing Licensee without a valid legal basis or that Licensee's effective agreement where required. Continued use alone does not waive mandatory consumer rights.

15. CONTACT AND IDENTIFICATION

Licensor: Petr Chroustovsky, trading as d3arts.cz
Website: https://d3arts.cz/
Contact and statutory identification: see the business contact and legal information disclosed on d3arts.cz and the purchaser's invoice or order confirmation.

END OF REPLICA 11 PROPRIETARY SOFTWARE END USER LICENSE AGREEMENT