Terms of Service

Welcome to Vindexr. These Terms of Service ("Terms") govern your access to and use of the Vindexr software application, including any updates, enhancements, new features, and related services (collectively, the "Software"). By installing, accessing, or using the Software, you agree to be bound by these Terms.

Please read these Terms carefully before using Vindexr. If you do not agree to these Terms, you may not install, access, or use the Software.

1. Definitions

"Company," "we," "us," or "our" refers to Vindexr and its affiliates.

"User," "you," or "your" refers to any individual or entity that accesses or uses the Software.

"License Key" refers to the unique alphanumeric code provided to you upon purchase that enables access to the Software.

"Content" refers to any media files, data, text, or other materials that you import, process, or create using the Software.

2. License Grant

2.1 Limited License

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to install and use the Software on devices that you own or control, solely for your personal or internal business purposes.

2.2 License Restrictions

You may not:

• (a) Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software;
• (b) Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software or your License Key to any third party;
• (c) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
• (d) Use the Software for any unlawful purpose or in violation of any applicable laws or regulations;
• (e) Use the Software to process, store, or transmit any content that infringes upon the intellectual property rights of any third party;
• (f) Attempt to gain unauthorized access to the Software, related systems, or networks;
• (g) Share, publish, or distribute your License Key to any third party.

2.3 License Validation

The Software requires periodic license validation via internet connection. You agree to maintain a valid License Key and permit the Software to verify your license status. The Software may be disabled or have reduced functionality if license validation fails.

3. User Responsibilities

3.1 Account Security

You are responsible for maintaining the confidentiality of your License Key and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your License Key or any other breach of security.

3.2 Content Responsibility

You retain all ownership rights to your Content. You are solely responsible for the Content you process using the Software, including ensuring that you have all necessary rights, licenses, and permissions to use such Content. We do not claim any ownership rights over your Content.

3.3 Compliance with Laws

You agree to use the Software in compliance with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to laws regarding intellectual property, privacy, and data protection.

3.4 Acceptable Use

You agree not to use the Software to:

• (a) Process, store, or transmit any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable;
• (b) Infringe upon or violate the intellectual property rights, privacy rights, or other rights of any third party;
• (c) Transmit any viruses, malware, or other malicious code;
• (d) Interfere with or disrupt the integrity or performance of the Software or related systems.

4. Intellectual Property

4.1 Ownership

The Software, including all intellectual property rights therein, is and shall remain the exclusive property of the Company and its licensors. These Terms do not grant you any rights to use the Company's trademarks, service marks, logos, or other brand features.

4.2 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Software ("Feedback"), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback in any manner and for any purpose, without compensation or attribution to you.

5. Third-Party Integrations

The Software may integrate with or provide access to third-party applications, services, or content, including but not limited to DaVinci Resolve, Adobe Premiere Pro, and various AI services (collectively, "Third-Party Services"). Your use of Third-Party Services is subject to the terms and conditions of those third parties. We are not responsible for the availability, accuracy, or content of any Third-Party Services, and we do not endorse or assume any liability for any Third-Party Services.

6. Data and Privacy

6.1 Data Processing

The Software processes your Content locally on your device. Your media files and related data remain on your local storage unless you choose to export or share them.

6.2 License Validation Data

We collect limited information necessary to validate your license, including your License Key, device identifiers, and usage data. This information is used solely for license management and Software improvement purposes.

6.3 AI Processing

Certain features of the Software may utilize artificial intelligence or machine learning services. When using AI-powered features, portions of your Content may be processed by AI systems. You acknowledge and consent to such processing as necessary for the functionality of these features.

6.4 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Software, you consent to our collection and use of personal information as described in the Privacy Policy.

7. Payment and Refunds

7.1 License Fees

Access to the Software requires payment of applicable license fees. All fees are quoted and payable in U.S. dollars unless otherwise specified. Prices are subject to change, but changes will not affect existing paid licenses during their term.

7.2 Refund Policy

Due to the nature of digital software, all sales are final. However, we may, at our sole discretion, offer refunds on a case-by-case basis within fourteen (14) days of purchase if you experience significant technical issues that we are unable to resolve.

7.3 Taxes

You are responsible for all applicable taxes associated with your purchase and use of the Software, except for taxes based on the Company's net income.

8. Disclaimers

8.1 "As Is" Basis

THE SOFTWARE IS 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 WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8.2 Professional Use

The Software is designed to assist with media management and video production workflows. It is not intended to replace professional judgment. You are solely responsible for verifying the accuracy and suitability of any outputs generated by the Software for your specific use case.

8.3 Beta Features

The Software may include beta or experimental features that are provided for testing purposes. Beta features are provided "as is" without any warranties and may be modified, suspended, or discontinued at any time without notice.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TO US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a) Your use of the Software;
• (b) Your Content;
• (c) Your violation of these Terms;
• (d) Your violation of any rights of any third party.

11. Term and Termination

11.1 Term

These Terms are effective from the date you first access or use the Software and continue until terminated.

11.2 Termination by You

You may terminate these Terms at any time by uninstalling the Software and discontinuing all use.

11.3 Termination by Us

We may terminate or suspend your license and access to the Software immediately, without prior notice or liability, for any reason, including if you breach these Terms.

11.4 Effect of Termination

Upon termination, your license to use the Software shall immediately cease. Sections 4, 8, 9, 10, and 12-15 shall survive any termination of these Terms.

12. Updates and Modifications

12.1 Software Updates

We may, from time to time, develop and provide Software updates, which may include bug fixes, patches, new features, or entirely new versions. Updates may be automatically installed without additional notice or consent. You agree that we have no obligation to provide any updates or to continue to provide or enable any particular features or functionality of the Software.

12.2 Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms within the Software or on our website. Your continued use of the Software after any such changes constitutes your acceptance of the new Terms.

13. Export Compliance

The Software may be subject to U.S. export control laws and regulations. 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 sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

14.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Software shall first be attempted to be resolved through good faith negotiations. If such negotiations fail, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Wilmington, Delaware, and the arbitrator's decision shall be final and binding.

14.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15. General Provisions

15.1 Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company regarding the Software and supersede all prior agreements and understandings.

15.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.3 Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

15.4 Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

16. Contact Information

If you have any questions about these Terms or the Software, please contact us at:

Vindexr
Email: [email protected]
Website: https://vindexr.com

BY INSTALLING, ACCESSING, OR USING VINDEXR, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.