TERMS AND CONDITIONS

1. INTRODUCTION

Welcome to Colorist Foundry. These Terms and Conditions ("Terms") govern your use of our website (coloristfoundry.com), applications, products, and services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms.

Please read these Terms carefully before using our Services. If you do not agree with any part of these Terms, you must not access or use our Services. Your continued use of the Services constitutes your acceptance of these Terms.

These Terms constitute a legally binding agreement between you and Colorist Foundry ("we," "us," or "our"). The terms "you" and "your" refer to anyone who accesses or uses our Services, including registered users and casual visitors.

We may update these Terms from time to time. We will notify you of significant changes by posting the new Terms on our website and updating the "Effective Date" at the top of this page. Your continued use of the Services after such changes indicates your acceptance of the revised Terms.

2. DEFINITIONS

To ensure clarity throughout these Terms, the following definitions apply:

• "Account" refers to the user account you create and maintain on our platform;
• "Content" means all information, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials that you upload, post, publish, display, or otherwise transmit through our Services;
• "DCTL" (Digital Color Transformation Language) refers to the color transformation files used in our products;
• "FilmverseSync" refers to our proprietary application designed to manage and synchronize color grading assets and plugins;
• "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, under the laws of any state, country, territory, or other jurisdiction;
• "License" refers to the permissions granted to you to use our software and related materials under specific conditions;
• "Plugin" refers to any software extension or add-on developed by Colorist Foundry that integrates with third-party applications;
• "Subscription" refers to a time-limited license to use specific Services based on the payment of recurring fees;
• "Perpetual License" refers to a non-expiring license to use specific Services based on a one-time payment; and
• "User" refers to any individual or entity that accesses or uses our Services.

3. ACCOUNT REGISTRATION AND REQUIREMENTS

To access certain features of our Services, you may need to create an account. By creating an account, you agree to:

• Provide accurate, current, and complete information during the registration process;
• Maintain and promptly update your account information to keep it accurate, current, and complete;
• Keep your account credentials, including your password, confidential and secure;
• Take responsibility for all activities that occur under your account; and
• Notify us immediately of any unauthorized access to or use of your account.

We reserve the right to disable your account at any time if, in our reasonable opinion, you have failed to comply with any provision of these Terms or if activities occur on your account that we determine to be potentially harmful to other users or the operation of our Services.

3.1 Age Restrictions

Our Services are not intended for users under the age of 16. By creating an account and using our Services, you represent and warrant that you are at least 16 years old. If we learn that a user under 16 has created an account, we will terminate that account and delete associated personal data in accordance with applicable laws.

3.2 One Account Per User

Each user is permitted to create and maintain only one account. Multiple accounts created by the same individual or entity may be terminated without notice. We reserve the right to verify account information to enforce this policy.

3.3 Account Termination

You may terminate your account at any time by following the instructions in your account settings or by contacting our support team. We may also terminate or suspend your account without prior notice if:

• You violate these Terms or other agreements with us;
• We are required to do so by law;
• We believe continued access to your account might pose a risk to our Services, other users, or third parties; or
• Your account has been inactive for an extended period.

Upon termination, your access to the Services will be revoked, and we may delete your account information and Content. We are not responsible for Content lost due to account termination.

4. LICENSING TERMS

Our Services include software, plugins, presets, and other digital assets that are licensed, not sold, to you. This section outlines the terms of that license.

4.1 Grant of License

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, install, and use our software and related materials solely for your personal or internal business purposes.

The specific scope of your license (including limitations on the number of installations, users, or computers) depends on the type of license purchased and is detailed in your purchase confirmation or license agreement.

4.2 License Types

We offer different types of licenses, including but not limited to:

4.2.1 Perpetual Licenses

Perpetual licenses grant you the right to use a specific version of our software indefinitely. Key provisions include:

• A perpetual license does not expire and remains valid for the specific version purchased;
• It does not include future updates, upgrades, or new versions unless explicitly stated;
• Access to updates and new versions typically requires the purchase of an upgrade or maintenance plan;
• Perpetual licenses are typically limited to installation on a specific number of computers or workstations; and
• These licenses are non-refundable once the license key has been issued.

4.2.2 Subscription Licenses

Subscription licenses grant you the right to use our software for a specified period, typically on a monthly or annual basis. Key provisions include:

• The license is valid only for the duration of the active subscription period;
• It includes access to updates and new versions released during the subscription period;
• Upon expiration or termination of the subscription, you must cease all use of the software;
• Subscription fees are typically charged automatically on a recurring basis until canceled; and
• Cancellation must be completed before the renewal date to avoid charges for the next period.

4.2.3 Trial Licenses

Trial licenses allow you to evaluate our software for a limited period before purchasing. Key provisions include:

• Trial licenses expire automatically after the specified trial period;
• They may have limited functionality compared to paid versions;
• Upon expiration of the trial period, you must purchase a license to continue using the software; and
• We may collect usage data during the trial period to improve our products.

4.3 License Restrictions

Regardless of the license type, you agree not to:

• Use the software beyond the scope of the granted license;
• Copy, modify, adapt, translate, or create derivative works based on the software or any part thereof;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software;
• Remove, alter, or obscure any proprietary notices or labels on the software;
• Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer rights to the software;
• Use the software to develop competing products or services;
• Use the software in any manner that violates applicable laws or regulations; and
• Attempt to bypass or circumvent license validation, security mechanisms, or usage limits.

4.4 License Validation and Enforcement

Our software includes mechanisms to validate and enforce license terms, which may include:

• Online activation processes that verify license authenticity;
• Periodic license validation checks that require internet connectivity;
• Collection of system information solely for the purpose of license validation; and
• Monitoring for signs of unauthorized use or license violations.

We reserve the right to disable access to our software if we detect license violations or unauthorized use.

4.5 Third-Party Software

Our Services may include third-party software components that are subject to separate license terms. Those components are licensed to you under the terms of the applicable third-party licenses, which may be found in the documentation or the "About" section of the software.

5. ACCEPTABLE USE POLICY

When using our Services, you agree to comply with this Acceptable Use Policy. You are solely responsible for your conduct and Content while using our Services.

5.1 Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Violating any applicable laws, regulations, or third-party rights;
• Impersonating another person or entity, or falsely stating or misrepresenting your affiliation with a person or entity;
• Engaging in any activity that could harm, disable, overburden, or impair our Services;
• Attempting to gain unauthorized access to our Services, other accounts, or computer systems or networks connected to our Services;
• Using automated means (such as bots, scripts, or crawlers) to access or interact with our Services without our explicit permission;
• Uploading or transmitting viruses, malware, or other malicious code;
• Collecting or harvesting user data without permission;
• Engaging in any form of harassment, hate speech, or abusive behavior toward other users;
• Using our Services to send unsolicited communications (spam); and
• Manipulating identifiers to disguise the origin of any Content transmitted through our Services.

5.2 Content Guidelines

When you upload, post, or share Content through our Services, you agree that such Content will not:

• Infringe upon or violate the intellectual property rights or other rights of any third party;
• Contain illegal, defamatory, obscene, offensive, or otherwise objectionable material;
• Contain personal or private information about any individual without their consent;
• Promote illegal activities or contain instructions for performing illegal acts; or
• Contain viruses, corrupted files, or any other similar software that may damage the operation of another's computer.

We reserve the right, but are not obligated, to monitor and review Content posted on our Services and to remove any Content that violates these Terms or that we find objectionable for any reason, without prior notice.

5.3 Enforcement

If we become aware of or suspect violations of this Acceptable Use Policy, we may take various enforcement actions, including:

• Warning the user responsible;
• Removing the offending Content;
• Temporarily or permanently suspending the user's account;
• Reporting the user to law enforcement authorities if we believe the violation may constitute a crime; and
• Taking legal action against users who violate these Terms.

Our failure to enforce this policy in every instance does not constitute a waiver of our rights.

6. PAYMENTS AND BILLING

Certain aspects of our Services require payment. This section outlines the terms related to payments, billing, and refunds.

6.1 Pricing

Prices for our Services are listed on our website or within the application and are subject to change. We reserve the right to adjust pricing at any time, but will provide notice of price changes affecting existing subscribers. All prices are exclusive of applicable taxes unless otherwise stated.

6.2 Payment Methods

We accept various payment methods as indicated during the checkout process. By providing payment information, you represent and warrant that:

• You are authorized to use the designated payment method;
• The payment information you provide is accurate and complete; and
• You will update your payment information as necessary to ensure its continued accuracy.

You authorize us to charge your designated payment method for all purchases you make and for any automatic renewal of subscriptions.

6.3 Billing Cycles

For subscription-based Services:

• Your subscription will automatically renew at the end of each billing cycle unless you cancel it before the renewal date;
• We will charge your payment method at the beginning of each billing cycle;
• Billing cycles may be monthly, quarterly, annual, or as otherwise specified during the purchase process; and
• You may change your billing cycle by upgrading or downgrading your subscription plan, subject to the terms of the new plan.

6.4 Subscription Management

You can manage your subscriptions, including viewing, upgrading, downgrading, or canceling, through your account settings or by contacting our support team. Changes to subscriptions take effect as follows:

• Upgrades: Generally take effect immediately, with prorated charges for the remainder of the current billing cycle;
• Downgrades: Take effect at the beginning of the next billing cycle; and
• Cancellations: Take effect at the end of the current billing cycle, with no further charges after that date.

Cancellation requests must be submitted before the renewal date to avoid charges for the next billing cycle.

6.5 Refund Policy

Our refund policy is as follows:

• Perpetual Licenses: We do not offer refunds on perpetual licenses under any circumstances. All sales are final once the license key has been issued;
• Subscription Services: We generally do not provide refunds for subscription fees already paid. When you cancel a subscription, you will continue to have access to the Service until the end of the current billing period, but no refund will be issued for the unused portion; and
• Exceptions: In rare circumstances, we may consider partial refunds (typically limited to 50% of the purchase price) at our sole discretion. Such exceptions are evaluated on a case-by-case basis.

We encourage you to thoroughly review product information, system requirements, and documentation before making a purchase to ensure our products meet your needs.

6.6 Failed Payments

If a payment fails, we may:

• Attempt to process the payment again;
• Contact you for updated payment information;
• Suspend your access to paid Services until payment is successfully processed; or
• After multiple failed payment attempts, cancel your subscription.

You are responsible for any fees charged by your payment provider due to failed payment attempts.

8. DISCLAIMERS

Please read this section carefully as it limits our liability and clarifies our relationship with you.

8.1 Service Provided "As Is"

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT GUARANTEE THAT:

• THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE;
• ANY ERRORS IN THE SERVICES WILL BE CORRECTED; or
• THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

8.2 Compatibility

While we strive to ensure compatibility with various systems and third-party software, we do not guarantee that our Services will be compatible with all hardware, software, or system configurations. It is your responsibility to ensure that your systems meet the minimum requirements specified for our Services.

8.3 Third-Party Services

Our Services may integrate with or contain links to third-party websites, applications, or services. We do not control these third-party services and are not responsible for their content, privacy policies, or practices. Your interactions with any third-party service are solely between you and the third party, and we shall not be responsible for any loss or damage you may incur as a result of such interactions.

8.4 Technical Support

We provide technical support as described on our website or in your specific license agreement. The level and availability of support may vary depending on your license type. We make no guarantees regarding the resolution of any particular technical issue or the response time for support inquiries.

8.5 Pre-Release or Beta Features

From time to time, we may offer pre-release or beta features as part of our Services. These features are provided for evaluation and feedback purposes and may contain errors or inaccuracies. Pre-release features are provided "as is" without warranty of any kind, and we may modify, suspend, or discontinue them at any time without notice.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COLORIST FOUNDRY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES.

WITHOUT LIMITING THE FOREGOING, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH ABOVE APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Colorist Foundry, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:

• Your violation of these Terms;
• Your violation of any applicable law, rule, or regulation;
• Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right;
• Your use or misuse of the Services;
• Any Content you upload, post, transmit, or otherwise make available through the Services; or
• Any activity using your account, whether by you or by any other person.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

11. TERMINATION

This section outlines the circumstances under which these Terms or your access to our Services may be terminated.

11.1 Termination by You

You may terminate these Terms at any time by:

• Ceasing all use of our Services;
• Canceling any subscriptions through your account settings or by contacting our support team; or
• Deleting your account, if applicable.

Termination of your account does not relieve you of any obligation to pay any outstanding fees.

11.2 Termination by Us

We may terminate or suspend your access to all or part of the Services, without prior notice or liability, for any reason we deem appropriate, including, without limitation, if:

• You breach any provision of these Terms;
• You violate the rights of any third party, including intellectual property rights;
• You engage in conduct that, in our judgment, poses a risk to other users or to us;
• You fail to pay any fees when due;
• We are required to do so by law or by order of a court or regulatory authority; or
• We decide to discontinue offering any portion or all of our Services.

11.3 Effect of Termination

Upon termination of these Terms for any reason:

• Your license to use our Services will immediately terminate;
• You must cease all use of our Services and delete all copies of our software in your possession;
• We may delete your account and all associated data;
• Any provision of these Terms that by its nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnification, and limitations of liability;
• In the case of subscription services, you will not receive a refund for any unused portion of your subscription; and
• For perpetual licenses, you may retain the right to use the specific version of the software you purchased, subject to continued compliance with these Terms.

We shall not be liable to you or any third party for any termination of your access to the Services.

12. GOVERNING LAW AND DISPUTE RESOLUTION

This section outlines how disputes between you and Colorist Foundry will be resolved.

12.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of California, United States, without giving effect to any choice or conflict of law provision or rule that would require the application of the laws of any other jurisdiction.

12.2 Informal Dispute Resolution

Before filing a claim against Colorist Foundry, you agree to attempt to resolve the dispute informally by contacting us at support@filmblade.com. Similarly, we will attempt to resolve disputes with you informally before initiating legal proceedings. If a dispute is not resolved within 30 days after initial contact, either party may proceed with formal dispute resolution.

12.3 Arbitration

If we cannot resolve a dispute informally, any controversy or claim arising out of or relating to these Terms or the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in San Francisco, California, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.

12.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights pending the completion of arbitration.

12.5 Class Action Waiver

YOU AND COLORIST FOUNDRY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Colorist Foundry agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

12.6 Changes to This Section

We will provide 30 days' notice of any changes to this Dispute Resolution section by posting on our website. Changes will become effective on the 30th day and will apply prospectively only to any claims arising after the 30th day.

13. MISCELLANEOUS

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Colorist Foundry concerning the Services and supersede all prior or contemporaneous communications, representations, understandings, and agreements, whether oral or written.

13.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.

13.3 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of Colorist Foundry.

13.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction, and any permitted assignment or transfer shall be binding upon the assignee or transferee.

13.5 Relationship of the Parties

Nothing in these Terms is intended to or shall operate to create a partnership, joint venture, agency, or employment relationship between you and Colorist Foundry. You and Colorist Foundry are independent contractors, and neither party has the power to bind or obligate the other.

13.6 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

13.7 Notices

Any notices or other communications provided by us under these Terms will be given by posting to our website or, at our discretion, by email to the address you provide during account registration. Notices provided by you to us must be sent by email to support@filmblade.com or by certified mail to our address provided on our website.

13.8 Headings

The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

13.9 Export Controls

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. You represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country or on any restricted party list.

14. CONTACT US

If you have any questions, concerns, or feedback regarding these Terms, please contact us at:

Colorist Foundry
Email: support@filmblade.com

We welcome your questions and comments and will make every effort to respond to all inquiries in a timely manner.

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.