This is the same agreement installed with the software as EULA.txt. It applies to the Decoloris desktop plug-in.
This End User License Agreement ("Agreement") is between Decoloris LLC, a Virginia limited liability company ("Decoloris", "We"), and the individual or entity that installs or uses the Software ("You"). By installing or using the Software, You agree to this Agreement. If You do not agree, do not install the Software.
"Software": the Decoloris plug-in binaries for Adobe After Effects, Adobe Premiere Pro, and OpenFX hosts (including DaVinci Resolve), together with any documentation and any updates Decoloris provides.
"License File" (also "License Key"): the digitally signed license file issued to You upon purchase, which contains Your e-mail address. It is installed at %ProgramData%\Decoloris\decoloris.license (or the per-user equivalent) or, on macOS, at /Library/Application Support/Decoloris/decoloris.license (or the per-user equivalent). A License File is either perpetual (a "Perpetual License File") or bears a stated expiry date (an "Evaluation License File"). An Evaluation License File is valid through its stated expiry date, after which the Software reverts to Trial Mode.
"Named User": the individual identified by the e-mail address in the License File.
"Trial Mode": operation of the Software without a valid, unexpired License File, in which all functionality is available but rendered output carries a visible watermark.
Subject to this Agreement and to payment, Decoloris grants You a non-exclusive, non-sublicensable, non-transferable license for one (1) Named User to install and use the Software:
(a) on any number of computers that the Named User personally uses, provided the Software is not used by more than one person at the same time under a single license; and
(b) on any number of render nodes, render machines, or automated render services operated by You, solely to render Your own projects, at no additional charge.
If You are an organization, You must hold one license for each individual who uses the Software. The number of licenses must equal the number of users.
You may use the Software for personal, commercial, educational, and client work without restriction as to project type, budget, or delivery format.
Where the Software is installed in a shared color suite, bay, or workstation used by more than one operator, a Suite License is required for each such room. Multiple rooms each require their own license. Contact sales@decoloris.com for facility, site, and volume terms.
Output You create with the Software - rendered video, stills, and any other result - is Yours. Decoloris claims no ownership of, and no license to, Your footage, Your projects, or Your graded output, and does not access, transmit, or store any of it.
The Software may be used in Trial Mode without payment, indefinitely, to evaluate it, including on real projects and test renders. Trial Mode output carries a visible watermark. The Software also operates in Trial Mode after an Evaluation License File expires (see Section 10). You may not remove, obscure, defeat, or circumvent the watermark, or use output from which the watermark has been removed by any means other than a valid License File.
You may not:
(a) share, publish, sell, or otherwise distribute Your License File - it embeds Your e-mail address and is traceable to You;
(b) reverse engineer, decompile, disassemble, or modify the Software, except to the extent that such restriction is prohibited by applicable law (including, in the European Union, the decompilation and interoperability rights under Directive 2009/24/EC);
(c) circumvent the license verification or the Trial Mode watermark;
(d) redistribute, rent, lease, or provide the Software as a hosted or managed service to third parties;
(e) use the Software, or its output, to create, train, test, fine-tune, or otherwise develop any machine-learning model, neural network, or artificial-intelligence system, including any system intended to reproduce or approximate the Software's color behavior; or
(f) systematically generate output from the Software for the purpose of reverse-deriving its color transforms or developing a competing film-emulation product.
The Software is licensed, not sold. Decoloris and its licensors retain all right, title, and interest in the Software, including all intellectual property rights. Third-party components are acknowledged in the NOTICES file accompanying the Software.
The Software runs entirely on Your computer. It does not transmit any data - no telemetry, no analytics, no usage reporting, and no license "phone-home." License verification, including any check of an Evaluation License File's expiry date, is performed entirely locally, against the License File on Your machine. The Software never sees, uploads, or retains Your media.
Files You import into the Software (such as LUT files) are copied into a local library folder on Your computer (for example, Documents\Decoloris LUTs) and remain there, entirely locally, until You delete them from that folder. Removing an imported file from within the Software removes the reference to it; the local copy stays in the library folder until deleted.
The only personal data Decoloris handles is what You provide at purchase (name, e-mail; payment is handled by the payment processor as merchant of record), governed by the Decoloris Privacy Policy at https://decoloris.com/privacy.
Your license is perpetual for the major version You purchased. Updates and bug fixes within that major version are provided at no charge. Future major versions may be offered as a paid upgrade. If Your purchase is initially fulfilled with an Evaluation License File, the major version You purchased is the major version current at the time of purchase. Decoloris is under no obligation to provide any particular update or to maintain any particular feature.
The version of this Agreement accepted when You install a given version of the Software governs that version. A later version of the Software may be accompanied by a later version of this Agreement, which applies only to that later version.
Support is provided on a reasonable-efforts basis via support@decoloris.com.
You may request a refund for any reason within fourteen (14) days of purchase at support@decoloris.com, and We will refund it. Because the Software may be evaluated indefinitely and without cost in Trial Mode, We ask that You do so before purchasing.
Your purchase may be fulfilled in two steps: an Evaluation License File issued at purchase, valid through the applicable refund period, followed by a Perpetual License File issued at no additional charge after that period ends. If Your purchase is refunded, no Perpetual License File is issued and any Evaluation License File lapses on its stated expiry date.
Upon issuance of a refund, Your license terminates immediately and You must cease using the Software under any License File and delete any Perpetual License File in Your possession. Continued use of the Software after a refund, other than in Trial Mode, is unlicensed use. You may continue to use the Software in Trial Mode.
Where Your purchase is processed by a merchant of record, that merchant's refund policy also applies, and where it grants You more than this section does, the more generous terms govern. Nothing in this section limits any statutory refund or cancellation right You may have (see Section 15).
"DECOLORIS" and the Decoloris logo are trademarks of Decoloris LLC. Adobe, After Effects, and Premiere Pro are trademarks of Adobe Inc.; DaVinci Resolve is a trademark of Blackmagic Design Pty Ltd; OpenFX is a trademark of The Open Effects Association.
Film stock names referenced in the Software or its documentation (including names associated with Eastman Kodak Company, Kodak Alaris, and FUJIFILM) are trademarks of their respective owners. Decoloris is not affiliated with, sponsored by, or endorsed by any of these companies. Such names are used solely to describe, nominatively, the photographic characteristics the Software emulates.
The Software depends on plug-in interfaces published by third parties. Decoloris does not warrant that any host application will remain compatible with the Software, or that the Software will support any future version of any host.
Limited warranty. For thirty (30) days from purchase, Decoloris warrants that the Software will perform substantially as described in its documentation on a supported host and operating system. Your exclusive remedy, and Decoloris's entire liability, for breach of this warranty is, at Decoloris's option, correction of the Software or refund of the amount You paid. This warranty does not apply to Trial Mode, to modified Software, or to failures caused by hardware, drivers, or host applications.
Disclaimer. EXCEPT FOR THE LIMITED WARRANTY ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. DECOLORIS DOES NOT WARRANT THAT THE SOFTWARE'S COLOR OR FILM-EMULATION OUTPUT IS SUITABLE FOR ANY PARTICULAR DELIVERY STANDARD, BROADCAST SPECIFICATION, OR COLOR PIPELINE, OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, QUALITY-CONTROLLING, AND APPROVING ALL OUTPUT BEFORE DELIVERY, AND FOR MAINTAINING BACKUPS OF YOUR PROJECTS AND MEDIA.
Not for critical applications. The Software is a creative image- processing tool. It is not designed, tested, or certified for use in any system where its use or failure could threaten human life or safety or cause catastrophic damage, including avionics, navigation, vehicle control, military, medical, or life-support systems, and You must not use it for any such purpose. Decoloris and its licensors accept no liability for any such use.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DECOLORIS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNT YOU PAID DECOLORIS FOR THE SOFTWARE, OR (b) ONE HUNDRED U.S. DOLLARS (US$100).
DECOLORIS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST OR CORRUPTED FOOTAGE, RE-GRADING OR RE-DELIVERY COSTS, COST OF SUBSTITUTE SOFTWARE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
These limitations apply regardless of the form of action and are subject to Section 15.
Nothing in this Agreement excludes, restricts, or modifies any right or remedy You may have that cannot lawfully be excluded, restricted, or modified. Where any provision of Sections 13-14 would do so, that provision applies only to the extent permitted.
European Union and United Kingdom. If You are a consumer, You retain the statutory rights of Your country of habitual residence, including rights as to conformity and quality of digital content. Where You have a right of withdrawal or cancellation, it is presented at checkout; if You expressly consent to immediate delivery of the Software and acknowledge that You thereby lose that right, the right does not apply once download begins.
Australia. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. To the extent permitted by law, Decoloris's liability for breach of a non-excludable guarantee is limited, at Decoloris's option, to resupply of the Software or payment of the cost of resupply.
You are responsible for Your use of the Software and for the content You process with it, including holding all necessary rights in Your footage. You will indemnify and hold Decoloris and its licensors harmless from third-party claims arising out of Your content, Your use of the Software in breach of this Agreement, or Your violation of law.
This Agreement is effective until terminated. Decoloris may terminate it if You materially breach it and fail to cure the breach within fifteen (15) days of notice; breaches of Section 6(a) or 6(c) may be terminated immediately. You may terminate at any time by ceasing use and deleting the Software.
Upon termination You must cease using the Software and delete all copies and Your License File. Termination does not affect any output You have already created. Sections 4, 7, 8, 11, 13, 14, 15, 16, 18, and 19 survive termination.
You may not use, export, or re-export the Software in violation of United States export control or sanctions laws, or the laws of any other applicable jurisdiction. You represent that You are not located in, and are not a national or resident of, any country or territory subject to comprehensive U.S. sanctions, and that You are not listed on any U.S. government restricted-party list.
Governing law and venue. This Agreement is governed by the laws of the Commonwealth of Virginia, USA, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods. Exclusive venue is the state courts of Fairfax County, Virginia, or the U.S. District Court for the Eastern District of Virginia, Alexandria Division - except that either party may bring a claim in small-claims court, and Decoloris may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property. If You are a consumer, this section does not deprive You of the protection of mandatory provisions of the law of Your country of habitual residence, or of the right to bring proceedings there where the law so provides.
Transfer. This Agreement is not transferable or assignable by You without Decoloris's prior written consent, which will not be unreasonably withheld for a one-time transfer. Decoloris may assign this Agreement.
No other terms. This Agreement is the entire agreement regarding the Software and supersedes prior discussions. Any different or additional terms in a purchase order, vendor form, or similar document have no force or effect, even if signed after the date of this Agreement.
U.S. Government users. The Software is "commercial computer software" under FAR 12.212 and DFARS 227.7202. Government users acquire only the rights set out in this Agreement.
Severability and waiver. If any provision is unenforceable, it will be enforced to the maximum extent permissible and the remainder stands. Failure to enforce is not waiver.