# NexBake Engine — End User Licence Agreement (DRAFT)

> **DRAFT FOR LEGAL REVIEW — NOT FINAL, NOT LEGAL ADVICE.** Prepared by engineering for review by
> qualified counsel. Every item marked **[LEGAL]** depends on the owner's country, the buyer's country
> or the sales channel and must be completed or confirmed by counsel before publication. Items marked
> **[OWNER]** need a business decision. Do not publish or present this text as final until both are done.

Version: draft 0.2 — 2026-10-25
Product: NexBake Engine (the `nexbake` bake engine executable and its data), brand **NexStudio3D.com**
Licensor: **NexStudio** [LEGAL: legal entity form, registration number and registered address — TO BE
CONFIRMED; do not publish until completed] ("NexStudio", "we", "us")
Contact: [OWNER: support / legal e-mail address on nexstudio3d.com]

---

## 1. Definitions

- **"Software"** means the NexBake Engine in object-code form, including the executable distributed as
  `nexbake` / `nexbake.exe`, its compute shaders and data files, updates and fixes we provide for it, and
  accompanying documentation. The Software does **not** include the Add-on or the Third-Party Components.
- **"Add-on"** means the NexBake add-on for Blender, which is licensed separately under the GNU General
  Public License version 3 or later (see Section 9). This Agreement does not apply to the Add-on.
- **"Third-Party Components"** means the components listed in `THIRD_PARTY_NOTICES.md` shipped with the
  Software, each licensed under its own terms.
- **"Licence"** means the right to use the Software that you obtain by purchase or grant, identified by a
  **Licence Key** (or a sales-channel transaction identifier) and a **Licence Variant** (Annex A).
- **"Device"** means one physical or virtual computer, identified by the device identifier the Software
  computes on it (a one-way hash; see Section 6).
- **"Seat"** means one activation of the Licence on one Device at a time.
- **"Output"** means texture maps, images and other data you produce with the Software.
- **"You"** means the natural person, or the legal entity on whose behalf a natural person accepts, who
  holds the Licence.

## 2. Acceptance

2.1 You accept this Agreement by (a) clicking "I agree" (or similar) when installing or activating the
Software, or (b) installing, activating or using the Software. If you do not agree, do not install,
activate or use the Software. [LEGAL: confirm click-wrap/browse-wrap requirements and whether acceptance
must be shown before purchase in the buyer's country and on each sales channel (nexstudio3d.com,
Superhive).]

2.2 If you accept on behalf of an organisation, you confirm you are authorised to bind it, and "You"
means that organisation.

2.3 If you do not accept this Agreement after purchase, you may request a refund under the refund terms of
the channel where you bought the Licence. [LEGAL/OWNER: refund window and consumer withdrawal rights.]

## 3. Licence grant

3.1 Subject to your compliance with this Agreement and payment of the applicable fee, NexStudio grants You
a non-exclusive, non-sublicensable, non-transferable (except under Section 7), **perpetual** licence, which
may be terminated under Section 11, to:

  (a) install and run the Software on as many Devices at the same time as your Licence Variant allows
      (Annex A), each activated with your Licence Key and your NexStudio account;
  (b) use the Software only through the Add-on, as integrated and supplied by NexStudio, for creating
      Output for personal or commercial projects, including client work; and
  (c) make one backup copy of the installation files, kept for archival purposes only.

3.2 **Output.** NexStudio claims no ownership of your Output. You may use, sell and distribute Output
without restriction from this Agreement. (Third-party assets you put into a bake remain subject to their
own licences.)

3.3 **Seats.** A Seat is used while a Device is activated. You may free a Seat at any time from your
account at nexstudio3d.com or by signing out in the Add-on, and use it on another Device. We may limit how
often Seats are moved to prevent sharing. [OWNER: e.g. at most N moves per 30 days.]

3.4 All rights not expressly granted are reserved by NexStudio. No implied licence arises.

## 4. Restrictions

To the maximum extent permitted by applicable law, and except as expressly allowed in Section 5, You must
not, and must not allow anyone else to:

  (a) copy the Software, except as needed to install and run it under Section 3 and the backup copy in
      Section 3.1(c);
  (b) distribute, publish, sell, resell, rent, lease, lend, sublicense, assign or otherwise make the
      Software, a Licence Key, a lease file or an activated installation available to any third party,
      including by sharing accounts or keys;
  (c) provide the Software, or bakes made with it, to third parties as a hosted service, bake farm or
      "software as a service", except that You may deliver Output to your own clients;
  (d) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms,
      internal rules or structure of the Software;
  (e) modify, adapt, translate, patch or create derivative works of the Software;
  (f) remove, disable, circumvent, tamper with or interfere with the licence verification, device binding,
      lease validity checks, launch protection or any other technical measure of the Software, or create,
      use or distribute tools for doing so;
  (g) use the Software other than through a genuine Add-on, or extract it for use in or with another
      product;
  (h) remove, alter or obscure any copyright, trademark or proprietary notice in or on the Software; or
  (i) use the Software in breach of applicable law, including export control and sanctions law
      (Section 14).

## 5. Rights that cannot be excluded

5.1 Nothing in this Agreement limits any right You have under applicable law that cannot be excluded or
limited by contract. In particular, where the law of the place where You use the Software grants a lawful
user a mandatory right — for example, in the European Union, Articles 5(2), 5(3) and 6 of Directive
2009/24/EC (backup copy; observing, studying and testing the functioning of the program; decompilation
indispensable to achieve interoperability of an independently created program) — Section 4 does not apply
to the extent that law requires. Before relying on an interoperability right, You agree to first ask
NexStudio for the interoperability information at the contact address above; we will respond within a
reasonable time. [LEGAL: confirm the equivalents in the owner's country, the main buyer countries, and
the US (17 U.S.C. §117 and §1201 exemptions).]

5.2 Consumer protection rights under the law of your country of residence are not affected.

## 6. Activation, online check and data

6.1 The Software runs only with a valid licence lease. To obtain one, You sign in to your NexStudio
account in the Add-on and activate the Licence. The lease is valid for **14 days** and is renewed
automatically when the computer is online; between renewals the Software works offline. If no renewal
succeeds for 14 days, bakes stop until the computer connects again. Losing internet access does not
remove your Licence.

6.2 Activation sends: your account identifier (from sign-in), the Licence Key, a one-way hash identifying
the Device (never the raw hardware identifier), a Device label You can see and change (by default the
computer name), the Add-on version, and the IP address of the request (used for abuse limits). This data
is processed to provide and protect the Licence, as described in the NexStudio privacy policy
[LEGAL/OWNER: link; GDPR/other legal basis and retention periods].

6.3 We may deactivate Seats or revoke a Licence that was refunded, charged back, obtained fraudulently or
used in material breach of this Agreement (Section 11).

## 7. Transfer

7.1 You may transfer the Licence permanently as a whole (never in part, and never a single Seat) to
another person or organisation only by (a) freeing all Seats, (b) asking NexStudio through the account
page or support, and (c) the recipient accepting this Agreement and receiving the Licence on their own
NexStudio account. After transfer You may no longer use the Software under that Licence. NexStudio will
not unreasonably refuse a transfer request. [LEGAL: check exhaustion/resale rules for software
downloads in the EU (e.g. CJEU C‑128/11 UsedSoft) and other markets; adjust this clause accordingly.]

7.2 Licences issued free of charge, for education, for evaluation or as part of a promotion may not be
transferred. [OWNER]

## 8. Ownership and intellectual property

8.1 The Software is licensed, not sold. NexStudio and its licensors own all right, title and interest in
the Software, including copyright, trade secrets and other intellectual property. [LEGAL: the Software
was written by the owner with AI-assisted programming tools; counsel should confirm how authorship and
copyright protection of AI-assisted code are treated in the relevant countries and whether trade-secret
and contract protection should be emphasised.]

8.2 "NexStudio", "NexStudio3D.com" and "NexBake" are names and marks of NexStudio. [LEGAL: registration
status.] This Agreement grants no trademark rights.

8.3 If You send us suggestions or feedback, You permit us to use them without obligation.

## 9. The Add-on and open-source components (separate licences)

9.1 The **Add-on** is licensed under the GNU General Public License version 3 or later. This Agreement
does not restrict any right the GPL grants for the Add-on, including the rights to study, modify and
redistribute it. The Add-on and the Software are separate programs that communicate through a documented
inter-process interface; the restrictions in this Agreement apply only to the Software.

9.2 **Third-Party Components** (for example Embree and oneTBB under the Apache License 2.0; lodepng and
MikkTSpace under the zlib licence; Monocypher under CC0-1.0 / BSD-2-Clause; an OpenEXR-derived PIZ decoder
under BSD-3-Clause) are licensed under their own terms, reproduced in `THIRD_PARTY_NOTICES.md`. Where
those terms grant You rights, they prevail over this Agreement for that component.

## 10. Updates and support

NexStudio may, but is not obliged to, provide updates. Updates are covered by this Agreement unless they
come with other terms. Support, if any, is as described on nexstudio3d.com. [OWNER]

## 11. Term and termination

11.1 This Agreement applies from acceptance until terminated.

11.2 Your Licence ends automatically, and NexStudio may revoke the Licence and deactivate its Seats, if
You materially breach Section 4, or if the purchase is refunded or charged back. For other breaches,
NexStudio will give notice and 14 days to cure where the breach can be cured. [LEGAL: confirm automatic
termination and notice requirements, especially for consumers.]

11.3 You may terminate at any time by freeing all Seats and deleting the Software.

11.4 On termination You must stop using the Software and delete all copies. Sections 3.2 (Output), 4, 5,
8, 9, 11.4, 12, 13, 15 and 16 survive. Output made while the Licence was valid remains yours.

## 12. Warranty

To the maximum extent permitted by law, the Software is provided "as is" without warranties of any kind,
express or implied, including merchantability, fitness for a particular purpose and non-infringement.
Statutory warranties that cannot be excluded remain. [LEGAL: consumer guarantee wording per market.]

## 13. Limitation of liability

To the maximum extent permitted by law, NexStudio is not liable for indirect, incidental, special,
consequential or punitive damages, or for lost profits, data or business, and NexStudio's total liability
is limited to the amount You paid for the Licence in the 12 months before the claim. These limits do not
apply to liability that cannot be limited by law (for example for death or personal injury caused by
negligence, or for fraud). [LEGAL]

## 14. Export control and sanctions

You will comply with export control and sanctions laws that apply to You and to the Software.
[LEGAL: this clause must be drafted by counsel for the owner's country and the sales channels; it is
intentionally left generic here.]

## 15. Governing law and disputes

This Agreement is governed by the law of **[LEGAL: TO BE DETERMINED]**, and disputes are subject to the
courts of **[LEGAL: TO BE DETERMINED]**, without prejudice to mandatory consumer protection rules of your
country of residence.

## 16. General

16.1 This Agreement is the entire agreement about the Software and supersedes earlier terms for it.
16.2 If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains
in force.
16.3 Failure to enforce a provision is not a waiver.
16.4 This Agreement is written in English; translations are for convenience and the English version
controls, unless local law requires otherwise. [LEGAL]
16.5 Notices to NexStudio go to the contact address above.

---

## Annex A — Licence Variants [OWNER: confirm numbers and names]

| Variant | Who may use it | Devices activated at the same time | Transfer |
|---|---|---|---|
| Personal | one natural person | 2 (for example a desktop and a laptop) | Section 7 |
| Studio (N seats) | the organisation's employees and contractors working for it | N | Section 7, whole licence only |
| Education / Evaluation (if offered) | as stated at grant | 1 | not transferable |

## Annex B — Legal review checklist

1. Licensor legal name, entity form, registration and address (Section header). Everything is owned by
   NexStudio per the owner; the formal entity must be confirmed.
2. Governing law and courts (15); consumer-law carve-outs per main markets (2.3, 5.2, 11.2, 12, 13).
3. Enforceability of reverse-engineering and anti-circumvention clauses (4(d), 4(f)) against mandatory
   rights (5.1) per country.
4. Software resale/exhaustion and the transfer clause (7).
5. Privacy notice for activation data (6.2), retention, legal basis.
6. Export control and sanctions clause (14) for the owner's country and payment/sales channels.
7. Copyright position of AI-assisted code (8.1) and use of trade-secret protection.
8. Earlier research used reverse engineering of a third-party application (engine `LICENSE-AUDIT.md` §4):
   assess exposure before commercial release.
9. Blender add-on licensing: confirm the Add-on remains GPL-3.0-or-later and that marketplace rules
   (e.g. Superhive) are met; confirm the separate-program position of the Software (9.1).
10. Marketplace terms (Superhive) vs this Agreement: which terms the buyer accepts at purchase.
11. **Superhive product policy (blocking for the Superhive listing):** Superhive states that stand-alone
    executables must carry a GPL-compatible licence. NexBake ships a closed, EULA-licensed engine
    executable inside a GPL-3.0-or-later Blender add-on. Before submitting, confirm in writing with
    Superhive support whether this is acceptable (the clause may target non-add-on products), and
    decide with counsel what to do if it is not: for example sell on nexstudio3d.com only, ship the
    engine as a separate download from nexstudio3d.com, or change the engine's licence. The draft
    message to Superhive is in docs/store/superhive/UPLOAD-CHECKLIST.md.
