Licence Agreement

Your rights and obligations, and ours

This End User Licence Agreement (“EULA”) is a legal agreement between you (“You”, “Your”), either an individual or a single entity, and Formal Imaging Ltd, a private limited company registered in England and Wales under company number 17484021, whose registered office is at Holed Stone Barn Stisted Cottage Farm, Hollies Road, Braintree, Essex, CM77 8DZ, United Kingdom (“We”, “Our”, or “Us”). This EULA governs Your use of all Our products, which may include associated software components, media, printed materials and online or electronic documentation, together with Our maintenance updates, feature updates, patches and related services (“Software”), provided now or in future by Us or by any of Our subsidiaries or affiliated companies, without limitation.

This EULA supersedes any prior proposal, representation or understanding between You and Us.

If You do not agree to any of the terms of this EULA, do not install or use the Software.

Our Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. If a provision of this EULA is or becomes illegal, unenforceable or invalid, that shall not affect the enforceability or validity of any other provision.

By downloading the Software You agree to be bound by the terms of this EULA. This EULA represents the entire agreement concerning the Software, associated media and internet-based services.

Who You buy from

Purchases of the Software are processed by Creem, which acts as merchant of record. That means Creem, not Us, is the seller of record for the transaction and is responsible for payment processing, invoicing and applicable sales taxes. Your order is therefore subject to Creem’s own terms in respect of the sale, while the licence to use the Software, and Your use of it, are governed by this EULA between You and Us. Questions about billing, invoices or payment should be raised with Creem; questions about the Software should be raised with Us at hello@lutgallery.com.

Refunds

Every purchase comes with a 14-day money-back guarantee: if You ask within 14 days of purchase, You receive a full refund, without having to give a reason. Refunds are issued by Creem as merchant of record. A refunded licence is deactivated. How to ask is set out in Our Refund policy.

Nothing in this section removes any right You have that cannot be excluded by law, including Your rights where the Software is faulty or not as described.

1. Grant of licence

1.1 We provide the Software and grant You the right to install and use it, subject to this EULA, on Your computer running a validly licensed copy of the operating system for which the Software was designed and which We indicate on Our website. You may make copies of the Software as necessary for backup and archival purposes. You may not sell or transfer the Software, nor remove or alter any copyright notices on any copies of the Software or its associated files. The Software is provided “as is” without any express or implied warranty of any kind.

1.2 Even if You are accessing the Software on behalf of a company, legal entity or another natural person, You remain responsible for the performance of this EULA.

1.3 We deliver the Software to You as an installer file that You download from the internet. At Our sole discretion We may also make the Software available via cloud or web-based services.

1.4 Maintenance updates, minor feature updates and technical support for the Software are considered part of the Software and subject to this EULA. Major versions are dealt with separately in clause 3.3.

1.5 The licence granted to You is non-exclusive, non-transferable and personal to You.

2. Your rights and obligations

2.1 You may install and use the Software on up to two (2) devices per purchased licence, and at all times no more than two (2) devices per licence may run the Software concurrently. You may deactivate a device in order to activate another; We may apply a reasonable limit to the number of such transfers in order to prevent abuse.

2.2 You may not distribute registered copies of the Software to third parties. We may at Our sole discretion make available evaluation versions that can be downloaded without paying a licence fee; You may freely distribute such evaluation versions.

2.3 You may not reverse engineer, decompile or disassemble the Software, except and only to the extent that We expressly permit such activity by email, or to the extent such restriction is prohibited by applicable law.

2.4 You may not rent, lease or lend the Software.

2.5 You must comply with all applicable laws regarding use of the Software.

2.6 You may use any version of the Software You are licensed for, but We provide technical support only for the current release.

2.7 You may not transfer Your right to use the Software, or sub-license it to any third party, without Our prior consent by email.

2.8 You may not use, or permit any third party to use, the Software, or data or other information obtained or generated from the Software, to create, train, test or otherwise enhance, directly or indirectly, a machine learning algorithm or artificial intelligence system that simulates or performs a function similar to any function incorporated in the Software.

2.9 At all times You are responsible for safeguarding and protecting Your data and computer hardware. We may reasonably assume that You regularly back up the system on which the Software is installed and protect it against data loss of any kind.

2.10 You must safeguard the Software against access and use by unauthorised third parties. Your licence is identified by a licence key and is bound to Your device; You are responsible for keeping Your licence details confidential.

3. Our rights and obligations

3.1 We shall provide You with the Software. A purchased licence is perpetual: the version of the Software current at the end of Your updates period continues to work indefinitely, subject to this EULA.

3.2 A purchased licence includes maintenance updates, minor feature updates and technical support for one (1) year from the date of purchase (the “updates period”). Minor updates are those released within the same major version, for example version 1.1 or 1.2 where You purchased version 1.0. We shall email You in the period leading up to the end of the updates period with the option to renew. If You do not renew, You keep the right to use the last version released within Your updates period, but You will not receive further updates or support until You renew.

3.3 Major versions are not included. A new major version of the Software (one in which the first digit of the version number changes, for example version 2.0 where You purchased version 1.x) is a separate product and may be chargeable, whether or not it is released during Your updates period. Where We release a major version We may, at Our discretion, offer existing licence holders an upgrade price. Your existing licence continues to entitle You to use the version You are licensed for, in accordance with clauses 3.1 and 3.2.

3.4 A free trial licence, where granted, permits use of the Software for seven (7) days for the purpose of evaluation only. The trial runs the complete Pro edition with all features enabled. It is not a reduced, feature-limited or lower-edition build, so that You can evaluate the full Software before deciding whether to purchase, and which edition to purchase. Trial licences are limited to one per device.

3.5 Without prejudice to any other rights, We may terminate this EULA by email if You fail to comply with its terms and conditions. In that event, upon receipt of the email, You must destroy all copies of the Software in Your possession.

3.6 All title, including but not limited to copyrights, in and to the Software and any copies of it are owned by Us or Our suppliers. All title and intellectual property rights in and to content accessed through use of the Software are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants You no rights to use such content beyond what We expressly allow. For the avoidance of doubt, images You process and LUT files You author or supply remain Yours; this EULA grants Us no rights in them.

3.7 Notwithstanding anything else in this EULA, but subject to clause 3.9, We shall not be responsible for the maintenance, accuracy or unimpaired working of any version of the Software other than the latest. We shall not be liable for loss, whether direct or indirect, of profits, business or anticipated savings, nor for any indirect or consequential loss or damage whatsoever, even if We have been advised of the possibility of it, and whether arising from tort (including negligence), breach of contract, breach of statutory duty or otherwise.

3.8 The Software interoperates with third-party applications, including Apple Final Cut Pro and other host applications, and with third-party operating system components. We have no control over those applications and receive no advance information about defects or changes in them. Events caused by them, including inaccuracies, incompatibilities, application or computer crashes arising from a third-party application or an operating system update, shall be regarded as force majeure.

3.9 We do not exclude or limit liability for death or personal injury caused by Our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

3.10 Subject to clauses 3.7 and 3.9, where We are liable to You for negligence, breach of contract or any other cause of action arising out of this EULA, such liability shall not exceed a sum equal to the licence fee paid by You.

3.11 You shall indemnify Us against all liabilities, claims, costs and expenses which We may suffer arising from or connected to misuse of the Software and/or Your use of third-party intellectual property rights.

3.12 The express terms of this EULA are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

4. Breach of copyright

4.1 If You use the Software in contradiction with this EULA, or otherwise infringe Our intellectual property rights, the right of use granted in this EULA becomes immediately invalid and We may terminate this EULA without notice. You must then cease all use of the Software immediately and completely, and delete or destroy all copies. Our other rights, claims and remedies against You remain reserved.

5. Licensing and data protection

5.1 The Software contacts Our licensing service to start a trial, to activate, restore or validate a licence, and to check for updates. This involves transmitting a device fingerprint, a device name and Your licence details. This processing is necessary to perform this EULA.

5.2 We comply with applicable law when processing personal data. Our privacy notice is available at lutgallery.com/privacy.

6. General

6.1 If this EULA is written in several languages, only the English version is binding; other versions are for information only.

6.2 This EULA and any accompanying order confirmation constitute the entire agreement between the parties relating to this subject matter and supersede all prior understandings, representations, discussions, negotiations and agreements, whether written or oral.

6.3 The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is excluded from application to this EULA. The parties further agree to waive and opt out of any application of the United States Uniform Computer Information Transactions Act (UCITA), or any version of it adopted by any state of the United States in any form.

6.4 Neither party seeks to exclude liability for any fraudulent pre-contractual misrepresentations on which the other party has relied.

6.5 No forbearance, delay or indulgence by either party in enforcing the provisions of this EULA shall prejudice or restrict the rights of that party, nor shall any waiver of its rights operate as a waiver of any subsequent breach. No right, power or remedy conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party, and each such right, power or remedy shall be cumulative.

6.6 All notices required to be given under this EULA shall be in writing and shall be sent to the email address used to place the order, to the last known email address of the party, or to such other address in England as the recipient may designate.

6.7 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this EULA. This EULA shall be governed by and construed in accordance with the laws of England. The parties irrevocably submit to the exclusive jurisdiction of the courts of England. If You are a consumer, this does not deprive You of the protection of the mandatory laws of Your country of residence.