TempoWeave EULA

End User License Agreement

END-USER LICENSE AGREEMENT FOR LOFTYFIBER SOFTWARETempoWeave® for Windows.

Effective Date: March 2024.

This End-User License Agreement ("EULA") is a legally binding agreement between (i) the entity or organization you represent, or (ii) you individually if no entity is designated ("Licensee"), and LoftyFiber LLC, 415 E 1st Ave, Easley, SC 29640, USA ("LoftyFiber").

This EULA governs the installation and use of the LoftyFiber software identified above ("Software").BY INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.1.

DEFINITIONS:

a. "Authorized User" means: (i) you, if you licensed the Software in your individual capacity, or (ii) the named individuals permitted to use the Software within Licensee organization. Licensee is responsible for all acts and omissions of Authorized Users.

b. "Content" means any video, audio, data, music, images, WIF designs, and any other output of the Software, as well as any input provided to the Software.

c. "Device" means a computer hardware system (physical or virtual) capable of running the Software.

d. "Internal Network" means Licensee’s private network, accessible only by Authorized Users, and not open to the public.

e. "Licensee Content" means Content created, uploaded, or processed by Licensee or its Authorized Users using the Software.

f. "Order" means any quotation, addendum, subscription form, or similar document referencing the Software or this EULA that is agreed by LoftyFiber and Licensee.

g. "Resellers and Distributors" means LoftyFiber-authorized partners, merchants, and e-commerce platforms reselling the Software.

h. "Software" means the object-code version of the TempoWeave application, associated media, documentation, and related online services and features made available by LoftyFiber. The Software does not include source code and is licensed for Windows and Mac operating systems only.

1. GRANT OF LICENSE

1.1 License Grant. Subject to timely payment of applicable fees and continuous compliance with this EULA, LoftyFiber grants Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, limited license to install and use one copy of the Software for one Authorized User.

1.2 Internal Use. The Software may be used solely for Licensee’s internal purposes and not for service bureau use, time-sharing, or providing services to third parties except as expressly permitted in writing by LoftyFiber.

2. SCOPE OF LICENSED USE

2.1 General and Cross-Platform Use. Licensee may install and run one copy of the Software on Devices owned or controlled by Licensee for use by a single Authorized User, provided that the Software is not used simultaneously on more than one Device by different people.

2.2 Distribution from Server. Licensee may place an image of the Software on an Internal Network for the sole purpose of downloading and installing the Software onto Authorized Users Devices. The total number of Authorized Users may not exceed the number of licenses purchased.

2.3 Server Use. Licensee may install the Software on a server on the Internal Network solely for use by Authorized Users from Devices within the same Internal Network, provided that the total number of Authorized Users does not exceed the number of licenses purchased.

2.4 Secondary Use. Where Licensee’s Order permits multiple Authorized Users, any additional installation allowed hereunder must be used solely for the benefit of the same individual Authorized User and may not increase the total number of Authorized Users beyond those licensed.

2.5 Backup Copy. Licensee may create a reasonable number of backup copies of the Software for archival purposes only. Backup copies may not be installed or used for production.

2.6 Integrity of Third-Party Content. Licensee may not circumvent, disable, or tamper with any digital rights management (DRM), copy protection, watermarking, or other technological protection measures in the Software or in third-party Content.

3. RESTRICTIONS

3.1 No Reverse Engineering. Licensee may not reverse engineer, decompile, disassemble, translate, or attempt to derive the source code of the Software, except to the limited extent expressly permitted by applicable law notwithstanding this restriction.

3.2 No Separation of Components. The Software is licensed as a single product, and its component parts may not be separated for use on more than one Device.

3.3 No Rental or Unauthorized Distribution. Licensee may not rent, lease, lend, sublicense, distribute, or otherwise transfer the Software or any license keys except as expressly permitted in this EULA.

3.4 No Unauthorized Transfers. The Software and this EULA may not be assigned or transferred to any third party without the prior written consent of LoftyFiber. If the Software is licensed under an Order for multiple Authorized Users (such as a site license), Licensee may redeploy an individual seat from one Authorized User to another, provided this does not increase the total number of Authorized Users.

3.5 No Distribution or Sale of Keys. License keys, activation codes, or subscription IDs may not be sold, auctioned, publicly posted, or shared in any way not expressly authorized by LoftyFiber.

4. LICENSE COMPLIANCE, DATA COLLECTION, AND PRIVACY

4.1 License Compliance and Anti-Piracy. The Software may contain technological measures, including a call-home system, designed to detect piracy and verify that Licensee is using a properly licensed copy. The Software may transmit limited technical information to LoftyFiber or its service providers, such as IP address, Device identifiers, license key information, and installation counts, solely for license management, compliance, and fraud prevention.

4.2 Privacy Policy. All collection and use of personal data by LoftyFiber in connection with the Software is governed by the LoftyFiber Privacy Policy, which is incorporated into this EULA by reference. The Privacy Policy describes categories of data collected, purposes of processing, applicable legal bases, retention periods, data subject rights, and details regarding transfers to third parties or third countries.

4.3 Compliance with Privacy Laws. LoftyFiber will comply with applicable data protection laws, including, where applicable, the EU General Data Protection Regulation (GDPR), the UK GDPR, and the California Consumer Privacy Act (CCPA). Licensee is responsible for obtaining any necessary consent from its Authorized Users and ensuring that its own use of the Software complies with applicable laws.

4.4 Illegal Copies. LoftyFiber may use monitoring technologies to identify and track illegal copies of the Software. If you are using an unauthorized copy, you may be subject to data collection as described above. LoftyFiber reserves all rights with respect to unlicensed use.

5. AUTOMATIC UPDATES

5.1 Updates and Upgrades. The Software may automatically connect to LoftyFiber or its service providers to check for and install updates, patches, or improvements. By using the Software, Licensee consents to the receipt and installation of such updates.

5.2 Mandatory Updates. Certain updates may be mandatory if they are required for security, legal compliance, or proper functioning of the Software. If Licensee disables or interferes with such updates, the Software may not function properly and LoftyFiber shall bear no responsibility for resulting issues.

5.3 No Obligation for New Features. LoftyFiber is not obligated to provide future features, major upgrades, or new products as part of this EULA unless specifically provided in an Order or subscription plan.

6. SUBSCRIPTION TERMS FOR TEMPOWEAVE PRO

6.1 Subscription Service. TempoWeave Pro is offered on a subscription basis. By subscribing, Licensee obtains time-limited access to Pro features identified on the LoftyFiber website or in applicable marketing materials at the time of subscription.

6.2 Billing and Renewal. Subscriptions are billed in advance on a recurring basis (e.g., monthly or annually, as selected by Licensee). Unless Licensee cancels prior to the end of the current billing period, the subscription will automatically renew at the then-current price.

6.3 Cancellation. Licensee may cancel the subscription at any time via the account management options provided by LoftyFiber or its payment processor. Upon cancellation, access to Pro-only features will continue until the end of the current billing period.

6.4 Downgrades. Upon expiration or cancellation of a TempoWeave Pro subscription (other than due to LoftyFiber ceasing business as described in Section 18 below), Licensee’s access will revert to the applicable non-Pro tier, and Pro-only features may be disabled.

6.5 No Refunds for Partial Periods. Except where required by law or expressly stated in an Order, LoftyFiber is not obligated to provide refunds or credits for partial subscription periods, downgrades, or unused services.

7. CLOUD AND ONLINE SERVICES

7.1 Optional Online Features. The Software may include optional online features, such as cloud storage, content sharing, license syncing, or other hosted services. Use of these features may require an internet connection and the transmission of Licensee Content and technical information to LoftyFiber or third-party providers.

7.2 No Guaranteed Availability. LoftyFiber does not warrant or guarantee any particular level of uptime or availability of online or cloud-based services. LoftyFiber may modify, suspend, or discontinue any online feature or service at any time, with reasonable notice where practicable.

7.3 No Liability for Service Interruptions. LoftyFiber is not responsible for any loss of data, business interruption, or other damages arising from interruptions, failures, or discontinuation of online or cloud-based services, except to the extent such limitation is prohibited by applicable law.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership. This EULA grants Licensee a license to use the Software; it does not transfer ownership. LoftyFiber and its suppliers and licensors retain all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights, whether registered or unregistered.

8.2 Protection. The Software is protected by U.S. copyright law and international treaties. Licensee shall not remove or alter any copyright, trademark, or other proprietary notices on or in the Software.

9. CONTENT, LICENSEE CONTENT, AND INDEMNITY

9.1 Ownership of Licensee Content. As between the parties, Licensee retains all ownership rights in Licensee Content. LoftyFiber does not claim ownership of such content.

9.2 Responsibility for Licensee Content. Licensee is solely responsible for Licensee Content, including obtaining all necessary rights and permissions, and for complying with all applicable laws regarding such content and its use in the Software.

9.3 Indemnity. Licensee agrees to defend, indemnify, and hold harmless LoftyFiber and its affiliates, officers, employees, agents, suppliers, licensors, Resellers, and Distributors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to (a) Licensee Content, (b) Licensee’s or an Authorized User’s misuse of the Software, or (c) any violation of this EULA or applicable law by Licensee or an Authorized User.

10. SHARING FEATURES

10.1 Sharing Feature. The Software may include functionality that enables Licensee to share Licensee Content with other LoftyFiber products or services or with third-party products or services ("Sharing Feature"). By using the Sharing Feature, Licensee grants LoftyFiber a non-exclusive, worldwide, royalty-free license to host, transmit, and display Licensee Content solely as necessary to provide the Sharing Feature.

10.2 Access to Licensee Content. LoftyFiber personnel will not access Licensee Content except as reasonably necessary to provide the Sharing Feature, respond to support requests, investigate security or technical issues, comply with legal requirements, or enforce this EULA.

11. LIMITED WARRANTY

11.1 Limited Warranty. LoftyFiber warrants that the Software will substantially conform to its documentation and be in good working order for a period of three hundred sixty-five (365) days from the date of initial purchase by Licensee. This warranty does not apply if the Software has been altered (except by LoftyFiber), not installed or used in accordance with documentation, or subjected to misuse, negligence, or accident.

11.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND LOFTYFIBER AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT.

12. CUSTOMER REMEDIES

Licensee’s exclusive remedy and LoftyFiber’s entire liability for breach of the Limited Warranty shall be, at LoftyFiber’s option: (a) repair or replacement of the Software that does not meet the Limited Warranty; or (b) refund of the license fee paid for the nonconforming Software. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

13. LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOFTYFIBER OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LOFTYFIBER’S AGGREGATE LIABILITY UNDER THIS EULA EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE FOR THE SOFTWARE GIVING RISE TO THE CLAIM.

14. INJUNCTIVE RELIEF

Licensee acknowledges that any unauthorized use, copying, or disclosure of the Software may cause irreparable harm to LoftyFiber for which monetary damages would be an inadequate remedy. LoftyFiber shall be entitled to seek immediate injunctive relief, in addition to any other remedies available at law or in equity, without the requirement to post bond or prove actual damages.

15. U.S. GOVERNMENT RESTRICTED RIGHTS AND SANCTIONS COMPLIANCE

If Licensee is a U.S. Government agency or contractor, the Software is provided with "RESTRICTED RIGHTS" as defined in applicable regulations. Licensee agrees to comply with all U.S. export control laws and regulations and represents that it and its Authorized Users are not subject to U.S. sanctions or located in embargoed countries. Licensee may not export or re-export the Software in violation of such laws.

16. CONSUMER RIGHTS

If Licensee is a consumer (not a business) and mandatory consumer protection laws in Licensee’s jurisdiction grant additional rights, nothing in this EULA shall limit those statutory rights.

17. TERMINATION

LoftyFiber may terminate this EULA immediately if Licensee breaches any material term of this EULA. Upon termination, Licensee must cease all use of the Software and destroy all copies in its possession or control. Sections that by their nature should survive termination (including but not limited to payment obligations, intellectual property, indemnity, limitations of liability, and governing law) shall survive.

18. CONTINUITY OF TEMPOWEAVE PRO FEATURES

18.1 Guarantee of Continued Access. If LoftyFiber permanently ceases business operations or permanently discontinues TempoWeave, all users with an active TempoWeave Pro subscription at the time of such cessation ("Pro Subscribers") shall automatically receive a perpetual license to the then-current TempoWeave Pro features.

18.2 Offline Activation. In such an event, LoftyFiber will make reasonable efforts to provide Pro Subscribers with an offline activation mechanism and a non-expiring license key enabling continued use of Pro features on supported systems existing at the time of cessation.

18.3 Scope. This guarantee applies only to features available in the TempoWeave Pro tier at the time LoftyFiber ceases operations or discontinues TempoWeave. It does not obligate LoftyFiber to provide new features, further updates, or ongoing online services.

18.4 No Additional Fees. Pro Subscribers shall not be charged additional fees for the perpetual Pro license described in this Section.

19. AUTHORITY TO ACCEPT

Licensee warrants and represents to LoftyFiber that this EULA shall be binding upon Licensee and each of its Authorized Users, and that the individual agreeing to be bound under the terms and conditions of this EULA is duly authorized or has been empowered to do so on behalf of the Licensee.

20. THIRD PARTY BENEFICIARY

Licensee acknowledges and agrees that LoftyFiber’s suppliers and licensors (and/or LoftyFiber if the license for the Software was obtained through any party other than LoftyFiber) are third party beneficiaries of this EULA, with the right to enforce the obligations set forth herein with regard to the respective technology, applicable software, or Content of such suppliers, licensors, and/or LoftyFiber.

21. THIRD PARTY ACKNOWLEDGEMENT AND TERMS

The Software licensed under the terms and conditions of this EULA may use or include third party components, Content, other copyrighted material, and/or open source software which may be subject to certain “open source” or “free software” licenses (“Open Source Software”). Acknowledgments, licensing terms and additional disclaimers for such components, Content, materials, or Open Source Software are contained in the “online” electronic documentation for the Software (including, without limitation, a 3rdPartyLicensing.txt file) or may otherwise accompany the same, or are contained in addendums to this EULA. The use of such components, Content, other materials, and/or Open Source Software is governed by their respective terms and conditions, and nothing in this EULA limits the rights of Licensee or grants any rights that supersede the terms and conditions of any such third party terms and conditions for such third party components, Content, materials, and/or Open Source Software.

22. GOVERNING LAW AND JURISDICTION

This EULA is governed by the laws of the State of South Carolina, U.S.A. to the extent that U.S. federal laws are not applicable, without regard to their conflict of law principles. Licensee, on behalf of itself and its Authorized Users, agrees to the exclusive jurisdiction of the Courts of the State of South Carolina, U.S.A. and the United States District Court that is located or has a presence in Greenville County, South Carolina, U.S.A. This EULA has been prepared in the English language, and such version shall be controlling in all respects; any non-English version is solely for convenience. The parties waive personal service of process and consent that service of process may be made by registered mail and shall be deemed completed five (5) business days after deposit in the United States mail, postage prepaid, and waive any objection based on inconvenient forum or venue. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Licensees that are U.S. federal, state, or local government entities using the Software in an official capacity and that are legally unable to accept the controlling law, jurisdiction, or venue clauses above are instead bound by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of South Carolina (excluding choice of law).

23. DATA PROTECTION AND PRIVACY

23.1 Privacy Policy. All collection and use of personal data in connection with the Software, including any data described in Section 4 (License Compliance), is governed by LoftyFiber’s Privacy Policy, as amended from time to time and incorporated into this EULA by reference. The Privacy Policy describes what personal data is collected, how it is used, and what rights individuals may have under applicable law.

23.2 Compliance with Privacy Laws. LoftyFiber will comply with applicable data protection laws, including, where applicable, the EU General Data Protection Regulation (GDPR), the UK GDPR, and the California Consumer Privacy Act (CCPA). Licensee is responsible for ensuring that it has a lawful basis for providing LoftyFiber with any personal data of its Authorized Users and for any other processing it performs using the Software.

23.3 Data Subject Rights. Requests by individuals to exercise rights of access, correction, deletion, objection, restriction, or portability under applicable data protection laws will be handled in accordance with LoftyFiber’s Privacy Policy and legal obligations.

24. AUTOMATIC UPDATES

24.1 Updates and Patches. The Software may periodically communicate with LoftyFiber or its service providers to check for available updates, upgrades, or patches and may automatically download and install such items. By using the Software, Licensee consents to the receipt and installation of these updates.

24.2 Mandatory Updates. Certain updates may be mandatory if required for security, license compliance, legal obligations, or proper functioning of the Software. If Licensee disables or interferes with such updates, the Software may not function correctly, and LoftyFiber shall not be responsible for any resulting failure or non-performance.

24.3 No Obligation to Provide New Features. LoftyFiber is not obligated to provide new features, major upgrades, or future versions of the Software under this EULA unless expressly agreed in an Order or separate agreement.

25. CONSUMER LAW AND NON-EXCLUDABLE RIGHTS

If Licensee is a consumer and not a business, certain mandatory consumer protection laws in Licensee’s jurisdiction may grant additional rights that cannot be excluded or limited by contract. To the extent such laws apply, nothing in this EULA is intended to exclude, restrict, or modify any non-excludable statutory rights or remedies available to Licensee. To the maximum extent permitted by law, LoftyFiber’s liability for any breach of a non-excludable guarantee or condition is limited, at LoftyFiber’s option, to the repair or replacement of the Software, the supply of equivalent software, or the refund of the amount paid for the Software.

26. GENERAL

26.1 Governing Law and Jurisdiction. This EULA is governed by the laws of the State of South Carolina, USA, without regard to conflict of law principles. Licensee agrees to the exclusive jurisdiction of the state and federal courts located in Greenville County, South Carolina, USA, except where prohibited by applicable law.

26.2 Entire Agreement. This EULA, together with any applicable Orders and the LoftyFiber Privacy Policy, constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements, understandings, or representations.

26.3 Amendments. LoftyFiber may amend this EULA by posting an updated version on its website. Continued use of the Software after the effective date of an amendment constitutes acceptance of the amended terms.

26.4 Severability. If any provision of this EULA is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

26.5 Assignment. Licensee may not assign or transfer this EULA or any rights hereunder without the prior written consent of LoftyFiber. LoftyFiber may assign this EULA in connection with a merger, acquisition, or sale of substantially all of its assets.

26.6 Waiver. No waiver of any provision of this EULA shall be effective unless in writing and signed by LoftyFiber. The failure to enforce any provision shall not be construed as a waiver of future enforcement.

IF YOU DO NOT AGREE TO THE FOREGOING TERMS, YOU DO NOT HAVE THE RIGHT TO INSTALL OR USE THE SOFTWARE.