Potheon End User Licence Agreement

Version 1.0. Last updated: [DATE].

1. About this agreement

1.1 This agreement is between you and Ryan Lee Kai La, an individual trading as Potheon, of [ADDRESS] ("we", "us"). Contact: [email protected].

1.2 It covers the Potheon desktop app, its background service (the "agent"), the Adobe Premiere Pro and After Effects panels, the AI models it downloads, its documentation, and any updates we provide (together, the "Software").

1.3 You accept this agreement when you tick the box in the installer, or when you install or use the Software. If you don't agree, don't install or use it. If you're accepting for a business, you confirm that you can bind it, and "you" means the business.

1.4 Buying. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle's buyer terms cover the purchase itself (payment, invoices, tax and refunds). Our Terms of Sale explain our plans, renewals and refunds. This agreement covers your use of the Software. Paddle calls it the "Supplier Agreement".

1.5 Your legal rights. If you're a consumer, you have legal rights that nothing in this agreement takes away (section 10). Citizens Advice (in the UK) or your local consumer body can tell you more.

2. Your licence

2.1 We give you a personal, non-exclusive, non-transferable licence to install and use the Software for your own video work, personal or commercial, under the plan you have. We keep ownership of the Software and all rights in it. You get only the rights this agreement gives you.

2.2 Plans. Each plan's limits are on our website and in the app:

• Free: no payment and no account. A monthly limit on new footage scanned, a one-time welcome allowance in your first month, and some features reserved for paid plans. Footage you've scanned stays searchable.
• Creator (monthly or yearly): all Creator features, with no footage limit, for as long as your subscription is active.
• Lifetime: Creator features with no time limit, for every version released during the 12 months after you buy (section 5.3).

2.3 Computers. A paid licence is for one person. That person may activate it on up to 2 computers they use. To move it, free one computer in the app (or ask us) and activate the other.

2.4 Licence checks. Paid plans need activation over the internet. After that, the Software checks your licence about once a week. If it can't connect, it keeps working for 30 days from the last successful check, then works as the Free plan until it can connect again. It never deletes your index or footage because of a licence check. Section 2 of the Privacy Policy says what a check sends.

3. What you may not do

3.1 You may not, and may not help anyone else to:

• copy, sell, rent, lend, sublicense, share or transfer the Software or your licence key, except as this agreement allows;
• reverse engineer, decompile or disassemble the Software, or any component in it, except where the law allows this despite this restriction (for example, to make it work with other software);
• remove, disable or get around licence checks, usage limits or other technical protection;
• remove or change copyright, licence or trademark notices, including third parties' notices;
• run the Software as a hosted service for others, or use it to build a competing product;
• use it to identify, track or monitor real people without a lawful basis, or for any unlawful purpose (section 4.3);
• use it in breach of any law, including export and sanctions law (section 9).

3.2 You may make backup copies of the installer for your own use.

4. Your footage and what you do with it

4.1 Your footage stays yours, and stays on your computer. The Software analyses video, audio and subtitle files on your computer. It doesn't upload your footage, transcripts, index, faces or searches to us. We never host, copy or distribute your footage. The Privacy Policy lists exactly what does leave your computer.

4.2 You're responsible for your footage. You must have the right to use the footage you add and the clips you make with it, and to publish what you make. The Software doesn't give you any rights in films, shows, music, characters or other material owned by others. It doesn't download, rip or remove copy protection from anything. Whether a use is allowed (for example, under fair dealing or fair use) depends on your country and your use. We can't advise you on that.

4.3 Faces and real people. The Software can find and group characters' faces in your footage, on your computer only. It's built for animation, but if your footage shows real people, their face data is processed on your computer under your control. You're responsible for having a lawful reason to process it. You can turn character finding off in Settings. You must not use the Software to identify, track or monitor people.

5. Updates

5.1 We may release updates that fix problems, improve results, or keep the Software working with new versions of Windows or Adobe apps. The app offers them; you choose when to install. Some updates (for example, security fixes) may be needed to keep using online features.

5.2 Free plan users get every update. Subscribers get every update while subscribed.

5.3 Lifetime includes every update released in the 12 months after you buy. After that, you keep using the last version released in those 12 months, with Creator features, for as long as it runs on your computer. Newer versions need a paid plan or an updates renewal, if we offer one.

5.4 We may change, add or remove features. During a period you've paid for, the Software will keep doing substantially what we described when you bought it. If a change would make it materially worse for you, we'll tell you in advance, and you may cancel and get a refund for the unused part of the period.

5.5 If we stop. If we stop selling or supporting the Software, we'll tell you in advance. Subscribers get a refund for any period paid but not yet used. If we shut down our licence service for good, we'll first release an update that lets paid licences keep working without it.

6. Search results come from AI

Search results, transcripts, translations, descriptions, tags and suggested character names come from AI models. They can be wrong, incomplete or offensive, and can miss things that are in your footage. Check a result before you use it. Don't rely on the Software for decisions about people, or to clear rights in material.

7. Beta and pre-release versions

7.1 We may invite you to try a beta, preview or pre-release version (a "Beta"). A Beta is free unless we tell you otherwise. It may be incomplete, have more bugs than a release, lose its index, or stop working. Keep backups of your projects.

7.2 We provide a Beta as it is, without the promises in sections 5.4 and 10.2, as far as the law allows. We may change or end a Beta, or a free licence given for it, at any time. Any free licence we promise you for taking part (for example, a free Lifetime licence for feedback) keeps the terms we gave when we offered it.

7.3 Please don't share Beta downloads or Beta licence keys.

7.4 Feedback. If you send us ideas, reports or suggestions, you allow us to use them to improve our products without paying you. We'll never publish your name, logs or footage without asking you first.

8. Third-party components

8.1 Open-source software and AI models. The Software includes open-source software and downloads AI models made by others, under permissive licences (such as MIT, BSD and Apache-2.0). They're listed with their licences in the app (About, Licences), in the installer, and on our website. Those licences apply to those components, and nothing in this agreement limits the rights they give you.

8.2 Vendor runtime libraries. The Software includes runtime libraries from hardware and operating-system makers (Microsoft DirectML, Intel's OpenMP and maths libraries, and the NVIDIA CUDA runtime built into a component). You may use them only as part of the Software, and only on Windows. Those makers give you no warranty, and, as far as the law allows, aren't liable to you for any damages. They are not parties to this agreement. Their notices are in the app and installer.

8.3 AniList. When you choose a show, the Software fetches its character names and pictures from AniList (anilist.co), a third-party service under its own terms. We don't control that data. Character names and pictures belong to their owners. The Software uses them only on your computer, to help you name characters in your own footage.

9. Export and sanctions

You confirm that you aren't in a country or region under a comprehensive UK, EU, UN or US embargo, and aren't on, or acting for anyone on, a UK, EU, UN or US sanctions or restricted-party list. You won't export or re-export the Software, or let anyone use it, in breach of those laws, including for weapons of mass destruction or military end uses.

10. Your statutory rights and our promises

10.1 Consumers. If you've paid for the Software and you're a consumer, the law (in the UK, the Consumer Rights Act 2015) says it must be of satisfactory quality, fit for purpose and as described. If it isn't, you're entitled to a repair or replacement, or, if that isn't possible or doesn't fix it in a reasonable time, a price reduction or refund. If faulty Software we supplied damages your device or other digital content because we didn't use reasonable care and skill, we'll repair the damage or compensate you. Nothing in this agreement affects these rights.

10.2 Our promise. If the Software doesn't substantially work as described on a computer that meets the minimum requirements, tell us. We'll try to fix it. If we can't within a reasonable time, you get a refund as set out in the Terms of Sale.

10.3 Otherwise, and as far as the law allows, the Software is provided "as is". We don't promise that it will be error-free or uninterrupted, will find every moment, or will suit every computer, footage or purpose. This section doesn't apply to rights you have as a consumer that can't be excluded.

11. Our liability

11.1 What we never limit. Nothing in this agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for your rights as a consumer under section 10.1, or for anything else the law doesn't allow us to limit.

11.2 Consumers. We're responsible for loss or damage you suffer that's a foreseeable result of our breaking this agreement or failing to use reasonable care and skill. We're not responsible for loss that isn't foreseeable. If you use the Software for your business, we aren't liable to you for lost profit, business, revenue or business opportunity. We aren't responsible for damage you could have avoided by installing a free update we offered, by following our instructions, or by meeting the minimum requirements.

11.3 Business customers. If you're acting for a business, we aren't liable for indirect or consequential loss, or for lost profits, revenue, business, goodwill, data or missed deadlines. Our total liability for all claims in any 12 months is limited to the greater of what you paid for the Software in those 12 months and £100.

11.4 Your files. The Software reads your footage and never changes or deletes your original files. Its index, thumbnails and clips are separate files. Keep backups of your footage and projects anyway.

12. Ending this agreement

12.1 You can stop using the Software and uninstall it at any time.

12.2 We may end your licence by telling you if you seriously break this agreement (for example, by sharing your licence key or getting around licence checks) and, where the problem can be fixed, you don't fix it within 14 days of us asking. We may also end a paid licence that was refunded or charged back.

12.3 When your licence ends, you must stop using the Software, except as the Free plan allows. The index and other data the Software created on your computer stay yours to keep or delete. Sections 4.2, 6, 8, 9, 11, 12.3 and 13 continue after the agreement ends.

13. General

13.1 Changes to this agreement. We may update this agreement for new versions or to reflect changes in law or in our products. We'll show the date at the top and tell you in the app (and by email if you have a paid plan) before an important change applies to you. If you don't agree, you can stop using the Software and cancel your plan; if you've paid in advance, you get a refund for the unused period.

13.2 Transfer. We may transfer this agreement to someone who takes over the Software, if your rights aren't reduced; we'll tell you. You may transfer it only with our written agreement.

13.3 No one else has rights under this agreement (including under the Contracts (Rights of Third Parties) Act 1999).

13.4 If a court finds part of this agreement unenforceable, the rest still applies. If we don't enforce a right straight away, we can still enforce it later.

13.5 This agreement, the Terms of Sale and the Privacy Policy are the whole agreement between you and us about the Software. If they disagree, this agreement applies to using the Software, and the Terms of Sale apply to buying it.

13.6 Law and courts. The laws of England and Wales govern this agreement, and the courts of England and Wales can hear disputes. If you're a consumer living in Scotland or Northern Ireland, you can also bring a claim in your local courts. If you're a consumer living elsewhere, including the EU, you keep the protection of the mandatory laws of your country and can bring a claim there.

13.7 Questions or complaints: [email protected]. We aim to reply within 5 working days.