End User License Agreement

Effective Date: 28 January 2025

This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or an entity, hereinafter referred to as “Licensee” or “you”) and Color Grading LLC (“Licensor” or “we”), governing the use of the CineDream desktop software (“Software”). CineDream is a registered trademark of Color Grading LLC (U.S. Trademark Reg. No. 7670378).

By installing, copying, downloading, accessing, or otherwise using the Software, Licensee agrees to be bound by the terms and conditions set forth in this EULA. If Licensee does not agree to these terms, Licensee may not install or use the Software.

This EULA may be accepted electronically, such as by clicking an "I Agree" button, checking a box, or otherwise indicating your acceptance online. This electronic acceptance shall be deemed to have the same legal force and effect as a handwritten signature. By agreeing to this EULA, you represent and warrant that you: (A) are at least 18 years old or the age of majority in your jurisdiction, (B) have the legal capacity to enter into this EULA or are acting as an authorized user on behalf of an entity, and (C) will use the Software in compliance with all applicable laws and regulations.

If you are accessing or using the Software on behalf of an entity, you represent and warrant that you are authorized by that entity to act on its behalf and the concerned entity shall be responsible for ensuring compliance with this EULA by you.

1. DEFINITIONS

1.1. Software: Refers to the CineDream desktop software, including but not limited to all associated media, printed and digital materials, “online” or electronic documentation, updates, patches, bug fixes, and any authorized copies of the Software. This definition also encompasses any integrated plugins for third-party host applications where applicable. 1.2. Annual Subscription License: Refers to the license type billed annually, granting ongoing access to the latest Software including all available updates and upgrades for as long as the subscription is active and paid. 1.3. Perpetual License: Refers to the license type that grants the Licensee the right permitting ongoing use of the Software indefinitely in perpetuity but with a limited period of included updates and support as specified at the time of purchase. 1.4. Seats: Indicates the maximum number of simultaneous activations (or installations) permitted allowed under a single license as specified at the time of purchase. Unless explicitly permitted, a license may not be shared across multiple users. 1.5. Support Term: The defined period during which Licensee is entitled to technical support, maintenance, and Software updates as specified in the license type and at the time of purchase described in this EULA. 1.6. Licensor: Refers to Color Grading LLC, having an address at 7533 S Center View Ct #8023, West Jordan, UT 84084-5527, USA, email: [email protected].

2. GRANT OF LICENSE

2.1. Scope of License

Subject to the terms of this EULA and upon Licensee’s valid and active purchase or subscription, Licensor grants Licensee a non-exclusive, non-transferable, term-based, revocable, limited license to install, activate, and use the Software.

The Software can be used:

  • As a plugin for video editing software, including Premiere Pro, DaVinci Resolve, and Final Cut Pro.

  • As a plugin for image editing software, including Photoshop and Lightroom.

  • As a standalone application supporting .jpg, .tiff, and .png file formats.

This license is granted for personal and commercial use, subject to the restrictions outlined below.

2.2. Seat Limit

Licensee may install and activate the Software on up to two (2) computers or “seats” per license for Licensee’s internal business or personal purposes.

2.3. Internet Connection

Licensee acknowledges that an active internet connection may be required for the Software to verify an active subscription (for an Annual Subscription License) or a valid license (for a Perpetual License). If the Software is unable to verify the license, functionalities may be limited, suspended, or terminated.

2.4. Restrictions

Licensee shall not:

  • Modify, translate, reverse-engineer, decompile, or disassemble the Software, except to the extent applicable laws allow such acts despite this limitation.

  • Separate any component of the Software for use on more devices than the license permits.

  • Rent, lease, sublicense, or otherwise commercially distribute the Software without prior written approval from Licensor.

  • Circumvent or attempt to circumvent license verification or activation mechanisms.

  • Attempt to discover or access or derive the source code, or underlying structure, relating to the Software.

  • Republish, reproduce, or copy any part of the Software.

  • Copy any ideas, functions, or graphics of the Service.

  • Commercially exploit or create derivative works based on the Software.

  • Make the Software available to any person other than the authorized users in case the license is granted to an entity.

  • Use or access the Software to provide service bureau, time-sharing, or other computer hosting services to third parties.

  • Conduct any penetration testing or load testing or any similar testing.

  • Access the Software for any benchmarking purpose.

  • Build a product using similar ideas, features, functionality, or graphics of the Software.

We reserve the right to periodically conduct audits to verify your compliance with the terms of this EULA. The Licensor reserves the right to implement license verification mechanisms, including periodic online validation. Failure to comply with license verification requests may result in suspension or termination of the license.

2.5. Duties

You are responsible for maintaining the confidentiality of the password that you may use to access the Software and for any activities or acts conducted using your password.

You agree to use the Software only for its intended purpose of color correction for videos and images. You shall not misuse the Software in any manner that violates applicable laws, including but not limited to, the creation or distribution of unlawful, defamatory, or infringing content.

You shall not bypass, disable, or circumvent any licensing control, activation mechanism, or security feature of the Software. Any attempt to manipulate seat limitations or licensing models will result in immediate termination of this license. 3. LICENSE TYPES AND TERMS

3.1. Annual Subscription License

Subscription Period The Annual Subscription License renews automatically every year, unless canceled by Licensee prior to the renewal date or terminated by Licensor as per this EULA.

Payment and Renewal Licensee will be charged on an annual basis. If payment is not received when due, the license may be suspended or terminated according to this EULA. Licensee will receive an email notification at least [X] days before the renewal charge is processed.

Updates and Upgrades During an active subscription, Licensee is entitled to all updates, patches, and upgrades of the Software at no additional cost subject to the Licensee not being in breach of any terms of this EULA. You understand, agree, and accept that any such updates, patches, and upgrades will be provided on a reasonable endeavors basis at the Company’s sole discretion.

Support Licensee is entitled to technical support as long as the subscription is active and the Licensee is not in breach of any terms of this EULA.

Cancellation Licensee may cancel the Annual Subscription at any time by contacting Licensor via email ([email protected]). If Licensee cancels outside the 30-day refund window (see Section 6.1 below), no prorated or partial refund will be provided. Licensee will retain access to and use of the Software until the end of the current subscription term.

3.2. Perpetual License

Perpetual Use Licensee may use the Software indefinitely, subject to compliance with this EULA.

Included Support Term The purchase of a Perpetual License includes up to 30 months (or the period stated in the offer at time of purchase) of technical support, patches, and maintenance updates.

Extension After the included Support Term, Licensee may choose to renew technical support and maintenance updates for an additional one-year period at a nominal cost (currently $49). This renewal is not auto-renewing and must be purchased separately. Once the included Support Term expires, the Licensee will no longer receive technical assistance, updates, or security patches unless they renew support under the terms offered at that time.

Limitations of ‘Lifetime’ Use “Lifetime” or “in perpetuity” refers to the functional lifetime of the version of the Software at the time of purchase. Licensor does not guarantee continued compatibility or support if hardware, operating systems, or third-party applications undergo significant changes. Licensor’s obligations and ability to support the Software may cease if Licensor discontinues the product line, ceases operations, or becomes insolvent. Major version upgrades (e.g., version 1.x to 2.0) may require a separate purchase. Licensee may continue using the purchased version indefinitely, subject to compatibility limitations.

Fees The applicable fees for the Software are specified at the time of purchase on our official website (website.com/pricing), within the order confirmation or in a separate agreement with the Licensee. Licensor reserves the right to modify fees for future renewals, additional features, or upgrades. Any changes will be communicated in advance and will apply to subsequent billing cycles. Licensee is responsible for all applicable taxes, duties, or transaction fees related to the purchase of the Software. Payments are processed through third-party providers, and Licensor is not responsible for any payment processing errors or additional fees imposed by such providers.

Authorization You authorize us and our nominated payment processor to charge your applicable payment method for the purpose of collection of necessary fees and charges for the use of Software. Unpaid amounts are subject to an interest charge as per maximum permitted by law, plus all expenses of collection. All amounts payable to us hereunder shall be paid by you in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.

4. MAINTENANCE, SUPPORT, AND UPDATES

4.1. Coverage

During the applicable Support Term (whether via an active Annual Subscription or the included/extended Support Term for Perpetual Licenses), Licensor will make reasonable efforts to:

  1. Provide technical support via email.

  2. Provide maintenance patches and minor updates at no additional charge.

  3. Offer upgrades to major releases if included under the then-current support arrangement.

4.2. Scope

Maintenance and support do not cover compatibility issues arising from Licensee’s substantial changes to hardware or operating system environments beyond what the Software originally supported.

4.3. No Obligation to Continue

Licensor may discontinue updating or supporting the Software if it ceases to provide the Software commercially, becomes insolvent, or faces other circumstances outside its reasonable control. In such events, the Software may continue to function in its last released form but without further updates or support.

5. INTELLECTUAL PROPERTY

5.1. Ownership

The Software and all associated intellectual property rights, including but not limited to copyrights, trademarks, and trade secrets, are the exclusive property of Licensor and/or its suppliers. CineDream is a registered trademark of Color Grading LLC. This EULA does not transfer any ownership rights to the Licensee. Licensee acknowledges that the purchase of a Perpetual License grants only a right to use the Software in accordance with this EULA and does not confer any ownership interest in the Software, its source code, or any associated intellectual property.

5.2. No Removal of Notices

Licensee must not remove or alter any copyright, trademark, or other proprietary rights notices contained in or on the Software.

5.3. Third-Party Software

To the extent that the Software incorporates any third-party software, then subject to all applicable terms and conditions in this EULA and in accordance with and subject to any third-party license terms and your compliance therewith, Licensor hereby grants you a non-exclusive, non-sublicensable license to use the third-party software solely for access and to use with the Service.

6. REFUND AND CANCELLATION POLICY

6.1. 30-Day Money-Back Guarantee

Initial Purchase (Annual Subscription or Perpetual): Licensee may request in writing (per email as noted below) a full refund within 30 days from the date of the initial purchase.

Annual Subscription Renewal: Upon each annual renewal, Licensee may request a full refund if they (a) cancel within 30 days of the renewal charge, and (b) contact Licensor via email at [email protected] to initiate the refund. No other communication channels (e.g., social media, phone) will suffice.

6.2. Refund Processing

If a refund is approved, please allow 3 to 5 business days from the date of approval for the funds to be posted to Licensee’s account.

6.3. Refund Eligibility Conditions

  • Annual Subscription Outside the 30-Day Window: If Licensee cancels an Annual Subscription after 30 days from the initial purchase or the renewal date, no partial or prorated refund is provided. However, Licensee retains access to and use of the Software until the end of the current subscription term.

  • Perpetual License Outside the 30-Day Window: If Licensee requests a refund more than 30 days after purchasing a Perpetual License, no refund is issued. Licensee is entitled to keep and use the Software in perpetuity, subject to this EULA.

6.4. License Revocation Upon Refund

If a refund is issued, Licensor reserves the right to deactivate and revoke the Software license key(s).

7. LIMITED WARRANTY AND DISCLAIMER

7.1. Warranty Disclaimer

EXCEPT AS MAY BE EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN LICENSOR AND LICENSEE, THE SOFTWARE IS PROVIDED “AS IS” AND "AS AVAILABLE" WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

7.2. No Guarantee of Compatibility

Licensor does not warrant that the Software will meet Licensee’s requirements or operate uninterrupted or error-free or virus-free or bug-free. The Software is designed to function with supported host applications, operating systems, and hardware as specified in the documentation. Licensor does not guarantee compatibility with all versions of host applications, operating systems, or hardware. Performance may vary depending on system configurations, third-party software, and user-specific workflows. You are responsible for verifying compatibility before purchase. Licensee assumes responsibility for the selection, installation, and use of the Software to achieve its intended results. There may be problems inherent in the use of internet and electronic communications. Licensor is not responsible for any such delays, delivery failures or other damages or loss or claims resulting from such problems nor does the Licensor provide any warranties regarding any third-party software being incorporated in the Software.

7.3. Responsibility for User Content

The Software does not enable you to publish, distribute, or post content directly to any public platform. You acknowledge that any content edited or processed using the Software remains your sole responsibility. The Licensor shall not be liable for any claims, damages, or disputes arising from the User’s use of the Software to create, modify, or distribute content.

7.4. Creative Outcomes

The Software is a tool designed to assist you in color correction of video and images. Licensor does not guarantee that the Software will achieve any specific artistic, professional, or commercial outcome. You remain solely responsible for your creative decisions, final output quality, and any professional or commercial obligations.

7.5. Deadlines

The Software may be used in professional environments where users or companies operate under strict deadlines. Licensor shall not be responsible for any delays, missed deadlines, financial losses, or damages arising from Software performance issues, bugs, technical failures, or incompatibilities with third-party applications.

7.6. Perpetual License Holders

For Perpetual License holders, Licensor makes no guarantees regarding continued Software compatibility with future versions of operating systems, third-party applications, or hardware beyond the support term. Users who require ongoing updates and support are encouraged to opt for a Subscription License.

7.7. Data Loss

The Software processes and modifies image and video files based on user input. Licensor shall not be liable for any data loss, file corruption, or unintended modifications to your files. It is your responsibility to create backups before using the Software on any critical files.

7.8. Host Applications

For plugin users: The Software functions as a plugin within third-party host applications such as Premiere Pro, DaVinci Resolve, Final Cut Pro, Photoshop, and Lightroom. Licensor is not responsible for any bugs, crashes, workflow disruptions, or performance issues caused by these third-party host applications or their updates.

7.9. AI-Assisted Features

The Software may include AI-assisted features for color correction. Licensor makes no guarantees regarding the accuracy, consistency, or suitability of AI-generated results for professional use. You should verify outputs before using them in commercial projects.

8. LIMITATION OF LIABILITY

8.1. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. Maximum Liability

IN NO EVENT WILL LICENSOR’S TOTAL, CUMULATIVE LIABILITY EXCEED THE AMOUNT LICENSEE PAID FOR THE SOFTWARE OR THE SUBSCRIPTION FEE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.3. Indemnity

You will indemnify and hold harmless Licensor, its affiliates, officers, agents, employees, suppliers, and successors and assigns against any claims, losses, damages, liabilities, and reasonable legal fees that result from the gross negligence of or breach of this EULA by you or infringement or alleged infringement of any intellectual property rights that occurs in connection with this EULA or use of Software.

9. TERM AND TERMINATION

9.1. Term

This EULA is effective from the time Licensee first installs or uses the Software and continues until terminated. For Subscription Licenses, this EULA remains in effect until the end of the Subscription Period or earlier termination as provided herein. For Perpetual Licenses, this EULA remains in effect indefinitely, subject to Licensee’s continued compliance with its terms.

9.2. Termination by Licensee

Licensee may terminate this EULA at any time by uninstalling the Software and destroying all copies. No refunds are due except as provided in Section 6 above.

9.3. Termination by Licensor

Licensor may terminate or suspend this EULA immediately if:

  1. Licensee breaches any material term of this EULA.

  2. Licensee fails to pay any subscription fee or renewal fee when due.

  3. Licensor decides, in its sole discretion, to cease providing the Software or licensing it to Licensee (with or without cause, subject to refunds if required by law or a separate agreement).

  4. Licensor decides, in its sole discretion, that your use of the Software is causing immediate or ongoing harm to Licensor or others.

We shall not be liable to you or any third party for any liabilities, claims, or expenses arising from or relating to suspension or termination of the use of the Software resulting from your non-payment or for any other reasons stated above.

9.4. Effect of Termination

Upon termination, Licensee must immediately cease using the Software, uninstall it, and destroy all copies in Licensee’s possession or control. Upon termination of this EULA, we may at our discretion destroy or dispose of any of your data in your control subject to any rights to retain such data as per applicable law.

10. PRIVACY POLICY

Last Updated: 28 January 2025

Your use of the Software is subject to the Privacy Policy outlined below, describing how we collect, use, and share your information. If you have any questions or concerns about our practices regarding your personal data, please contact us at [email protected]. By agreeing to this EULA, you consent to our collection and processing of your data as stated herein.

10.1. Information We Collect

  1. Personal Data Provided by You: Such as name, email address, payment information, etc.

  2. Automatically Collected Data: When activating or verifying your license, we collect certain technical information, including:

    • IP address

    • Operating system and version

    • Hardware specifications (e.g., RAM)

    • Computer/device name

    • Other basic system details necessary for license validation

  3. Cookies and Tracking: We may use cookies or similar technologies to gather usage data and to help improve user experience. You can manage cookie preferences through your browser settings. Note that disabling cookies may impact your experience on the use of the Software.

10.2. How We Use Your Information

  1. To provide, maintain, and improve the Software’s functionality.

  2. To process orders, payments, and respond to inquiries.

  3. To communicate with you about updates, offers, or relevant product information.

  4. To comply with legal obligations or enforce our rights.

Licensor will not sell or share your data with third parties except as required by law.

10.3. Cookies and Tracking

We may use cookies or similar technologies to gather usage data and to help improve user experience. You can manage cookie preferences through your browser settings. Note that disabling cookies may impact your experience on the use of the Software.

10.4. Data Retention

We only retain your personal information for as long as necessary to fulfill the purposes for which it was collected, unless a longer retention period is required or permitted by law.

10.5. Data Security

We strive to protect your information with appropriate organizational and technical measures. However, no internet-based system can be 100% secure.

10.6. Minors

We do not knowingly collect personal information from children under 18. If you learn that a minor’s personal data has been collected, please contact us at [email protected].

10.7. GDPR and Other Rights

If you are located in the European Economic Area or other regions with data protection laws, you may have additional rights to access, correct, or delete your personal information. In brief, you have the following rights subject to any restrictions as stated in GDPR: (A) Access and Correction: Request access to or correction of your personal information. (B) Data Portability: Right to request that we move, copy, or transfer your personal information from one technological environment to another safely and securely, without affecting its usability. (C) Opt-Out: Opt-out of receiving marketing communications or certain data processing activities. (D) Deletion: Request deletion of your personal information. (E) Restrict processing: Right to limit the way that we use your personal information. (F) Object to processing: Right to object to our processing of your personal information. (G) Transparency: The right to know how your personal information is collected, used, shared, and stored.

You may contact us at [email protected] regarding your above rights.

10.8. California Residents

California residents have certain rights regarding access to and deletion of their personal information. For details, see our full Privacy Policy on our website.

10.9. Policy Updates

We may update our Privacy Policy from time to time. Substantive changes will be posted or communicated by reasonable means.

11. GOVERNING LAW AND JURISDICTION

This EULA shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this EULA shall be subject to the exclusive jurisdiction of the state and federal courts located in Utah, and each party consents to the personal jurisdiction of such courts. YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU SHALL NOT BRING ANY CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

12. SEVERABILITY

If any provision of this EULA is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remainder of this EULA shall continue in full force and effect.

13. GENERAL WAIVER

No failure or delay by Licensor in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further exercise of any other right or remedy hereunder.

We are not responsible nor liable for any delays or failures in performance from any cause beyond our control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, lockdowns, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of users.

You shall not assign this EULA without the prior written consent of Licensor.

Both parties shall comply with all applicable laws including any export laws concerning the provision and use of the Software.

This EULA shall not be construed to give any third party any interest or rights (including, without limitation, any third-party beneficiary rights) concerning any provision hereunder.

Each party agrees that no partnership, joint venture, employment, or agency relationship exists herein.

We may, in our sole discretion, make any changes to the Software that we deem necessary or useful to maintain or enhance the quality or delivery of the Software. We reserve the right to modify, suspend, or discontinue any aspect of Software at any time without notice. We shall not be liable for any losses resulting from such modifications or discontinuations.

In the event of your breach or threatened or alleged breach of this EULA, we will be irreparably harmed and may not have an adequate remedy in money or damages and shall be entitled to an injunction against such a breach from any court of competent jurisdiction. Notwithstanding the foregoing, we shall also have the right to obtain other applicable remedies available at law.

THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT.

14. ENTIRE AGREEMENT AND UPDATES

This EULA (including any amendments or addenda) constitutes the entire agreement between Licensee and Licensor concerning the Software, superseding all prior or contemporaneous agreements, representations, or understandings. In the event of a conflict between this EULA and any other terms (e.g., purchase orders or promotional materials), the terms of this EULA shall prevail.

We may update this EULA from time to time to reflect changes in our business practices, the law, or for other operational reasons. We will provide you with reasonable notice of any significant changes to this EULA.

Your Continued Use: By continuing to use the Software after the effective date of any changes to this EULA, you acknowledge and agree to be bound by the revised EULA.

15. CONTACT INFORMATION

For any questions, concerns, or notices under this EULA, please contact:

Color Grading LLC 7533 S Center View Ct #8023 West Jordan, UT 84084-5527 USA Email: [email protected]

BY CLICKING “I ACCEPT,” DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.

© 2025 Color Grading LLC. All Rights Reserved. CineDream® is a registered trademark of Color Grading LLC.

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