End-User License Agreement (EULA)

1. License Grant

Seedgrade, LLC ("Seedgrade") grants you a limited, non-exclusive, non-transferable, revocable license to install and use one copy of the Software per licensed seat within supported host applications for your internal creative work. The Software is licensed, not sold.

2. Ownership

Seedgrade and its licensors own all right, title, and interest in and to the Software, including all intellectual property rights. No ownership rights transfer to you under this Agreement.

3. Permitted Use

You may:

• Install the Software on hardware you own or control, up to the number of seats purchased.
• Use the Software to create presets, LUTs, and other output for personal or commercial projects.
• Make one backup copy solely for disaster recovery, provided it is not installed or used concurrently.

4. Restrictions

You may not:

• Copy, distribute, sublicense, rent, lease, or lend the Software.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, except where such activity is permitted by applicable law and then only to the extent permitted.
• Remove, disable, or circumvent license management, seat limits, or security mechanisms.
• Modify the Software or create derivative works without Seedgrade's prior written consent.
• Use the Software for any unlawful, defamatory, or infringing purpose.

5. Activation and Seat Management

Each activation binds to a device fingerprint. You are responsible for managing seats, signing out when hardware is retired, and ensuring the total number of active seats does not exceed your license. Seedgrade may suspend or terminate licenses if abnormal or unauthorized activity is detected.

6. Updates

Seedgrade may provide updates, enhancements, or patches. Updates may be required to maintain compatibility or security. This Agreement applies to any updates supplied by Seedgrade unless a separate license accompanies the update.

7. Support

Seedgrade may offer technical support as described in accompanying documentation or order forms. Support is provided "as available" and may be modified or discontinued at any time.

8. Data Collection

Use of the Software may involve the processing of limited personal information (such as account credentials, machine fingerprints, and licensing metadata) solely for authentication, seat management, and preference storage, as described in the Seedgrade Privacy Policy. By using the Software you consent to this processing.

9. Term and Termination

This Agreement remains in effect until terminated. Seedgrade may terminate it immediately if you fail to comply with its terms. Upon termination you must cease all use of the Software and destroy all copies. Sections relating to ownership, restrictions, warranties, liability, governing law, and dispute resolution survive termination.

10. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE IS AT YOUR OWN RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEEDGRADE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION. SEEDGRADE'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnity

You agree to indemnify and hold harmless Seedgrade, its affiliates, and their officers, directors, and employees from any claims or damages arising out of your breach of this Agreement or misuse of the Software.

13. Export Compliance

You must comply with all applicable export control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or on any U.S. government restricted list.

14. Governing Law

This Agreement is governed by the laws of the State of California, USA, without regard to conflict-of-law rules. Any disputes will be resolved exclusively in the state or federal courts located in San Francisco County, California, and you consent to their jurisdiction.

15. Entire Agreement

This Agreement, together with any applicable order forms and the Privacy Policy, constitutes the entire agreement between you and Seedgrade relating to the Software and supersedes all prior or contemporaneous agreements regarding its subject matter.

16. Contact

For questions about this Agreement, contact support@seedgrade.io.