License Agreement

This is the agreement you accept when installing Nyvo. The same text is shown by the installer and from Help → License Agreement inside the app.

END USER LICENSE AGREEMENT
Nyvo Video Editor

Version 1.0
Last updated: [DATE]

1. ABOUT THIS AGREEMENT

This End User License Agreement ("Agreement") is a legal agreement between you
("you") and Nyvo Software LLC, a Colorado limited liability company,
[Address] ("we", "us", the "Licensor")
covering the Nyvo Video Editor desktop software, including its documentation and
any updates we provide (the "Software").

By installing, copying, or using the Software, you accept this Agreement. If
you do not accept it, do not install or use the Software; if you have already
paid for it, see section 12 (Refunds).

2. THE TWO PLANS

The Software is offered on two plans.

FREE. You may use the Software without paying anything, for as long as you
like. Every feature is available: the full timeline, automatic lyric
generation, and every export format. Video you export on the Free plan carries
a visible watermark identifying the Software. See section 2A.

BASE. A paid subscription at $4.99 per month. Video you export
while your subscription is active carries no watermark. There are no other
differences between the plans.

Subject to your compliance with this Agreement, we grant you a personal,
non-exclusive, non-transferable, worldwide license to:

(a) install and use the Software on up to three devices that you own or
control, provided you are the only person who uses those installations;

(b) use the Software to create video, audio, image, and text output (your
"Output"), including Output you sell, publish, monetize, or otherwise
use commercially, on either plan; and

Your right to use the Software on the Free plan does not expire. Your right to
watermark-free export lasts as long as your subscription is paid and active,
and ends when it does — see section 11.

If you need to install the Software for multiple people, on organization-owned
machines, or as part of a service you provide to others, contact us at
support@nyvo.video for a separate license.

2A. THE FREE-PLAN WATERMARK

Video exported on the Free plan carries a visible watermark. This is a normal
and intended part of how the Free plan works, not a defect.

(a) The watermark is applied when the file is created and forms part of the
image. It cannot be turned off, and removing it from an exported file is
not something the Software provides any means to do.

(b) Attempting to remove, obscure, crop out, or circumvent the watermark, or
to modify the Software so that it stops applying one, is a breach of
section 3.

(c) Files you exported on the Free plan keep their watermark permanently.
Subscribing does not alter files that already exist. To obtain a clean
copy, export the project again while subscribed.

(d) We may change the watermark's appearance, size, or position in future
versions.

3. WHAT YOU MAY NOT DO

Except where this Agreement says otherwise, or where applicable law gives you
a right that cannot be excluded by contract, you may not:

(a) sell, rent, lease, lend, sublicense, distribute, or publish the Software
itself, or make it available to others as a hosted or remote service;

(b) remove, obscure, or alter any copyright, trademark, or license notice in
the Software, including the third-party notices described in section 5;

(d) share, resell, or publish any license key, activation code, or account
credential we issue to you;

(e) remove, obscure, crop out, or otherwise circumvent the Free-plan
watermark, or modify the Software, its stored settings, or your device's
clock so that watermark-free export is obtained without an active
subscription; or

(f) use a licence key on more devices than section 2 allows, or work around
the limit on the number of devices.

Reverse engineering. You may not decompile, disassemble, or reverse engineer
the Software, EXCEPT to the extent that:

(i) applicable law expressly permits it despite this restriction; or

(ii) it is necessary to exercise the rights granted to you by the open-source
licenses covering components included with the Software — in particular
the GNU Lesser General Public License (LGPL) applicable to Qt/PySide6,
which permits you to modify those components for your own use and to
reverse engineer the Software as needed to debug such modifications.

Nothing in this Agreement limits any right you have under the license of any
open-source component described in section 5. Where this Agreement and such a
license conflict, that license governs as to that component.

4. WHAT WE ARE NOT LICENSING TO YOU

We license the Software; we do not sell it. We and our licensors retain all
right, title, and interest in the Software, including all intellectual
property rights in it. You get only the rights expressly granted in section 2.

Nyvo Video Editor and our logos are our trademarks. This Agreement does not give
you the right to use them, except to truthfully identify the Software.

5. OPEN-SOURCE AND THIRD-PARTY COMPONENTS

The Software includes third-party open-source components. Each remains under
its own license, and those licenses govern your use of those components. The
full notices and license texts are provided with the Software and can be
opened from Help -> Third-Party Licenses, and are also in the file
THIRD-PARTY-LICENSES.txt in the installation folder.

Qt / PySide6 is used under the LGPL v3. It is dynamically linked and shipped
as separate library files so that you may replace it with a compatible
version, as that license contemplates.

6. COMPONENTS THE SOFTWARE DOWNLOADS FOR YOU

Some functionality depends on software we do not supply and do not
redistribute. With your confirmation, the Software can download it directly to
your machine from its own publisher:

(a) FFmpeg — video and audio processing components, required for import,
preview, and export. The Software offers to download these on first
launch. FFmpeg is independent third-party software distributed under its
own terms (see https://ffmpeg.org/legal.html); your use of it is
governed by those terms, not this Agreement.

(b) A speech-recognition model — downloaded the first time you use the
automatic text/lyrics feature, and used entirely on your own machine.
It is third-party software under its own license.

We are not responsible for third-party software, its availability, or changes
its publishers make to it. If a download source becomes unavailable, you may
obtain and install these components yourself; the Software will use a copy you
provide. Declining the downloads is permitted, but some features will not work
without them.

7. INTERNET USE AND YOUR PRIVACY

Your work stays on your computer. The Software never sends your media files,
projects, exported video, or any information about what you are editing to us
or to anyone else. Editing, previewing, transcribing, and exporting all happen
entirely on your own machine.

The Software connects to the internet in only two situations:

(a) to download the components described in section 6, and only after you
confirm; and

(b) if you subscribe, to check with our payment provider that your licence
is valid. This sends your licence key and a name identifying the device
(normally its computer name, so you can recognise your own devices when
managing them). It receives back whether the licence is active, when it
renews, and how many devices are using it.

The Free plan makes no licence checks at all, because there is nothing to
check.

Licence checks are not continuous. The Software re-checks periodically rather
than on every use, and keeps working normally while offline — see section 11
for what happens if it cannot reach the provider for an extended period.

Your name, email address, and payment details are handled by our payment
provider under their own privacy policy, not by the Software. We never see or
store your card details. See also [PRIVACY POLICY URL].

Diagnostic logs are written to a folder on your own computer and are never
transmitted. If you send us one while seeking support, that is your own act
and your own choice.

[TODO before launch: publish a privacy policy and link it above. Once you
collect an email address you are a data controller under the GDPR and the
CCPA, and the policy is not optional. Revisit this section again if you ever
add crash reporting, update checks, or analytics.]

8. YOUR CONTENT AND YOUR OUTPUT

Your files are yours. We claim no ownership of, and no license to, any audio,
video, image, text, or project file you import into, create with, or export
from the Software. We do not require attribution, and we charge no royalty on
your Output.

You are solely responsible for having the rights you need to the material you
process with the Software. That includes music, recordings, lyrics, video,
images, and fonts. In particular, using the Software to add lyrics to, or make
a video from, a song you do not own or have not licensed may infringe the
rights of the copyright owners of that song, that recording, and those lyrics.
Whether any particular use is permitted is your responsibility to determine,
not ours.

Automatically generated text (for example, transcribed lyrics) is produced by
a machine-learning model and will contain errors. Review it before you rely on
it or publish it.

9. VIDEO AND AUDIO FORMATS

Certain video and audio formats, including H.264/AVC and AAC, are covered by
patents held by third parties in some countries. Depending on how you use your
Output, a separate patent license from the relevant licensing bodies may be
required, and obtaining one is your responsibility. We grant no patent license
of any kind under this Agreement, whether express or implied.

The Software also offers a royalty-free export option (VP9 video with Opus
audio, in a WebM file), which you may prefer for this reason.

10. UPDATES AND SUPPORT

We may make updates, fixes, or new versions available. Unless we say otherwise
when we offer it, an update is provided under this Agreement and replaces or
supplements the Software. We are not obliged to produce updates, to keep
supporting any particular operating-system version, or to maintain the
Software indefinitely.

Support is provided on a reasonable-efforts basis by email at support@nyvo.video.
[Describe what you actually commit to — e.g. "We aim to respond within five
business days. No specific response or resolution time is guaranteed."]

11. TERM, CANCELLATION, AND TERMINATION

This Agreement takes effect when you first install or use the Software and
continues until terminated. You may end it at any time by uninstalling the
Software and deleting all copies.

Ending your subscription. You may cancel at any time, through the account or
link provided by our payment provider, or by emailing support@nyvo.video.
Cancelling is not a termination of this Agreement: it moves you to the Free
plan. Specifically:

(a) your subscription remains active until the end of the period you have
already paid for, and is not prorated;

(b) after that, the Software keeps working on the Free plan — you do not
lose the application, your projects, or any file you have exported; and

Licence checks and being offline. Watermark-free export depends on the
Software being able to confirm your subscription with our payment provider
from time to time. It does not need to do so on every use, and it will
continue working normally through ordinary periods offline. If it cannot
confirm your subscription for [30] consecutive days, it returns to Free-plan
behaviour until it can — your subscription itself is unaffected, and normal
service resumes once the Software is able to check again. If you expect to
work offline for longer than that, contact us at support@nyvo.video and we will
arrange an offline licence.

Suspension and termination by us. We may suspend or terminate your licence if
you materially breach this Agreement — in particular section 3 — and do not
fix the breach within 30 days of us notifying you. We may also stop
watermark-free export immediately, without notice, if a payment is reversed,
charged back, or refunded.

What survives. Termination does not affect your Output: anything you lawfully
created with the Software beforehand remains yours to use, and any file you
exported without a watermark while properly subscribed stays yours to use
without a watermark, permanently. Sections 3 (last paragraph), 4, 8, 9, and 13
through 18 survive termination.

12. FEES, RENEWAL, AND REFUNDS

Price and billing. The Base plan costs $4.99 per month, as shown
at the point of purchase. Prices are in US dollars.

AUTOMATIC RENEWAL. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY AT THE END OF EACH
BILLING PERIOD, AND YOUR PAYMENT METHOD IS CHARGED $4.99 EACH TIME, UNTIL
YOU CANCEL. YOU MAY CANCEL AT ANY TIME AS DESCRIBED IN SECTION 11, INCLUDING
IMMEDIATELY AFTER SUBSCRIBING, AND CANCELLING TAKES EFFECT AT THE END OF THE
PERIOD YOU HAVE ALREADY PAID FOR. WE WILL SEND CONFIRMATION OF YOUR
SUBSCRIPTION AND A RECEIPT FOR EACH PAYMENT TO THE EMAIL ADDRESS YOU PROVIDE.

Who you are buying from. Purchases are processed by Lemon Squeezy, who
acts as merchant of record and is the seller for that transaction. Their terms
govern the purchase, billing, and any tax charged on it; this Agreement governs
your use of the Software. Applicable sales tax or VAT is calculated and
collected by them and shown at checkout.

Price changes. We may change the price of the Base plan. Any change applies
from your next billing period, and we will tell you by email before it takes
effect, in time for you to cancel first.

Failed payments. If a renewal payment fails, we or our payment provider may
retry it. If it continues to fail, your subscription ends and you return to
the Free plan.

Refunds: [STATE YOUR ACTUAL POLICY — for example, "We will refund your most
recent payment in full if you request it within 14 days, for any reason." A
clear refund window is strongly recommended: it is required for consumers in
the EU and UK, expected by payment providers, and the cheapest way to resolve
disputes about software that will not run on a particular machine. Note that
the Free plan already lets people try every feature before paying, which is a
good reason to be generous here.] To request a refund, email support@nyvo.video.

13. NO WARRANTY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND
"AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE
SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Software will be uninterrupted or error-free, that
it will run on any particular hardware or operating-system configuration, that
defects will be corrected, or that automatically generated text will be
accurate.

BACK UP YOUR WORK. Video editing and exporting are resource-intensive
operations that can be interrupted by crashes, power loss, or errors in the
Software or in the third-party components it relies on. You are responsible
for maintaining backups of your media and project files.

Some jurisdictions do not allow the exclusion of implied warranties, so parts
of this section may not apply to you. Nothing here limits any non-excludable
statutory rights you have as a consumer.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS,
REVENUE, DATA, PROJECT FILES, GOODWILL, OR BUSINESS OPPORTUNITY,
ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

(b) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE
SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES
YOU ACTUALLY PAID FOR THE SOFTWARE — WHETHER TO US OR TO OUR PAYMENT
PROVIDER — IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM,
OR USD 25, WHICHEVER IS GREATER. IF YOU USE ONLY THE FREE PLAN, THAT
FLOOR IS THE LIMIT.

These limits apply regardless of the legal theory (contract, tort, negligence,
strict liability, or otherwise) and are a fundamental part of the bargain
between us: the price of the Software reflects this allocation of risk.

Nothing in this Agreement excludes or limits our liability for death or
personal injury caused by our negligence, for fraud or fraudulent
misrepresentation, or for anything else that cannot lawfully be excluded.

Some jurisdictions do not allow some of these exclusions or limitations, so
parts of this section may not apply to you.

15. YOUR INDEMNITY

You will indemnify and hold us harmless from any third-party claim, demand,
loss, or expense (including reasonable legal fees) arising from (a) your
Output or the material you process with the Software, (b) your use of the
Software in breach of this Agreement, or (c) your infringement of any
third-party right, including copyright in music, recordings, lyrics, images,
video, or fonts.

16. EXPORT AND SANCTIONS

You may not use or export the Software in violation of any applicable export
control or sanctions law. You represent that you are not located in, and are
not a national of or ordinarily resident in, a country or territory subject to
comprehensive sanctions by the United States, and that you are not on any
applicable restricted-party list.

17. GOVERNING LAW AND DISPUTES

This Agreement is governed by the laws of the State of Colorado, USA, without regard to
its conflict-of-laws rules. The state and federal courts located in Colorado have exclusive
jurisdiction over any dispute arising out of it.

If you are a consumer, this does not deprive you of the protection of the
mandatory laws of your country of residence, or of your right to bring
proceedings there where local law gives you that right.

[Consider whether you want mandatory arbitration and a class-action waiver
instead. That is a real strategic choice with trade-offs, and it is enforceable
in some places and not others — ask your lawyer rather than copying a clause.]

18. GENERAL

Entire agreement. This Agreement, together with the third-party notices
referenced in section 5, is the entire agreement between us about the
Software, and replaces any earlier statement, proposal, or marketing material.

Changes. We may change this Agreement for future versions of the Software or
future purchases. Changes do not apply retroactively to a version you have
already licensed; your existing license continues under the terms you accepted.

Assignment. You may not assign or transfer this Agreement or your license
without our written consent. We may assign it in connection with a merger,
acquisition, or sale of assets.

Severability. If any provision is held unenforceable, it will be modified to
the minimum extent necessary to make it enforceable, or severed if it cannot
be, and the rest of the Agreement remains in force.

No waiver. If we do not enforce a provision, that is not a waiver of our right
to enforce it later.

Independent parties. Nothing here creates a partnership, joint venture,
employment, or agency relationship between us.

19. CONTACT

Nyvo Software LLC
[Address]
support@nyvo.video