Tone Caliper Scout End User License Agreement

This End User License Agreement ("EULA") is between you and Light Year Interactive Inc., an Ontario, Canada corporation ("we," "us," or "our"). It governs your installation and use of Tone Caliper Scout for Windows and macOS, including its plug-in for Adobe Lightroom Classic, its accompanying documentation, and the updates covered by your license (the "App").

Please read this EULA before accepting it. By selecting "I agree" or another clearly identified acceptance control, you agree to this EULA. If you do not agree, do not install or use the App. Nothing in this EULA limits rights or remedies that applicable law does not allow us to exclude or restrict.

1. Scope and related terms

This EULA governs the Scout software license. Our Terms of Service (tonecaliper.com/terms) govern the website. Our Refund Policy (tonecaliper.com/refund) governs refund requests, subject to applicable law. Our Privacy Policy for Scout (tonecaliper.com/scout/privacy) explains how we handle personal information; accepting this EULA does not constitute consent to optional analytics or marketing.

If this EULA conflicts with our Terms of Service about the Scout software license, this EULA takes priority, subject to your existing purchase rights under Section 14. Specific entitlements expressly included in your purchase offer or order confirmation also remain part of your license.

This EULA covers Scout for Windows and macOS only. Other products we offer, including the Tone Caliper desktop app and apps for other platforms, are separate products. Each is licensed under its own terms, is sold separately, and is not included in a Scout license. A Scout license key does not activate the Tone Caliper desktop app, and a Tone Caliper desktop license key does not activate Scout. Accepting this EULA does not grant you a license to any other product.

You must have legal capacity to enter into this agreement. If you accept it for a company or other organization, you confirm that you have authority to bind that organization, and "you" means that organization.

2. Your license and device activations

Subject to this EULA and payment of the applicable purchase price, we grant you a non-exclusive, non-transferable, perpetual license to install and use the covered version of the App for your personal or business purposes. The App is licensed, not sold. A paid Scout license is a one-time purchase with no recurring subscription fee.

Each license key may be activated on up to two computers at a time, in any mix of Windows and macOS. You may deactivate a computer to free an activation and move it to another computer. This permits movement between your own computers, not transfer of your license to another person. Keep your license key secure and do not distribute it or make it publicly available.

You may make copies reasonably necessary for authorized installation and backup. A perpetual license has no scheduled expiry, but remains subject to the termination provisions in this EULA. It does not mean that every future major version, online service, or indefinite technical support is included.

3. Free trial

The App is available as a full-featured 7-day trial. After the trial ends, you need a valid paid license to continue using the App. You must not bypass, reset, or otherwise interfere with the trial period or license activation controls.

Trial expiry does not transfer ownership of your photographs, or of the ratings, flags, labels, and sidecar files you created, to us. You remain responsible for retaining your files.

4. Activation and internet access

Internet access is needed to start the trial, to activate a paid license, and for periodic license checks. The App also checks our website from time to time for a newer version. The information involved is described in our Privacy Policy.

Viewing and rating photographs takes place on your computer and does not need an internet connection. A trial started without an internet connection runs provisionally for up to three days and then pauses until the App can connect once to record the trial start; it resumes as soon as it does. An activated paid license is re-checked about once every thirty days. If a check cannot reach our licensing service, the App keeps working in full; it does not lock an activated license because you are offline. If your license was refunded, revoked, or this computer was deactivated, the App returns to trial status the next time a check succeeds and asks you to re-enter a valid key.

If activation fails or you cannot deactivate a computer you no longer have access to, contact support@tonecaliper.com. License checks and update checks do not authorize us to access or upload your photographs.

5. Included versions and updates

Your license covers the major version you purchased, together with every feature, bug-fix, and maintenance update we release for that version (for example, a 1.0 license covers every 1.x release). Any additional version entitlements expressly promised when you purchased are also included.

Future major versions may be offered as separate paid upgrades unless your purchase expressly includes them. You are not required to buy a future major version to retain your license to a version you already purchased.

Except for obligations imposed by applicable law or an express purchase commitment, we do not promise new features, updates, support, online services, or compatibility with future hardware, operating systems, cameras, or third-party software indefinitely. Updates remain subject to this EULA unless separate terms are provided and validly accepted. Section 14 protects the license rights attached to existing purchases.

6. Restrictions and permitted exceptions

Except as permitted by this EULA, applicable law, or a third-party component license under Section 9, you must not:

• copy or distribute the App beyond authorized installation and backup; sell, rent, lease, sublicense, or share the App or your license key with others;
• modify, reverse engineer, decompile, or disassemble the App, or attempt to obtain its source code or underlying algorithms;
• bypass, disable, tamper with, or improperly reset trial, licensing, or activation controls, including the two-computer limit;
• remove or alter copyright, trademark, license, or other proprietary notices; or
• use the App unlawfully or to infringe another person's rights.

These restrictions do not prohibit acts that applicable law permits despite contractual restrictions, including applicable interoperability or other statutory exceptions. They also do not prohibit you from using, selling, or sharing your own photographs and the metadata you create as described in Section 7.

7. Your photographs and other content

You retain your rights in your photographs and in the ratings, flags, color labels, and metadata sidecar files you create with the App. Using the App does not give us ownership of that material or a license to use it for advertising, promotion, or model training.

The App works locally. It is designed to read your photographs without modifying them. Ratings, flags, and labels are written to separate XMP sidecar files beside your photographs and, if you turn those options on, passed to Adobe Lightroom Classic through the Scout plug-in or to the Tone Caliper desktop app on the same computer. The App does not upload your photographs.

You are responsible for having the rights needed to use the photographs you open in the App. Keep independent backups of your photographs and sidecar files. Information the App shows about a photograph, including focus, exposure, and color readings, is measured from the preview stored in the file and is an aid to your judgment, not a guarantee. Review your photographs yourself before deleting any of them or delivering work to a client.

8. Privacy

Our Privacy Policy explains licensing information, the update check, and support communications. This version of the App does not collect usage analytics. If optional analytics are added in a later version, they will be disabled until you opt in. Accepting this EULA, buying a license, or requesting support does not by itself enable optional analytics.

9. Our intellectual property and third-party components

We and our licensors retain ownership of the App, its code, interface, documentation, trademarks, and other intellectual property. Except for rights expressly granted here, no rights in that intellectual property are transferred to you.

The App contains open-source and other third-party components covered by their own licenses and notices, which are listed in the App under Settings, About, Acknowledgements and in the notices file installed with it. Those licenses govern the relevant components and prevail over conflicting restrictions in this EULA for those components. Nothing in this EULA removes rights granted by those licenses, including applicable rights to obtain source code, modify, or redistribute covered components.

Adobe, Lightroom, and Lightroom Classic are trademarks of Adobe Inc. Other product names are trademarks of their owners. The App is not affiliated with, sponsored by, or endorsed by Adobe or any camera or software maker whose files or products it works with.

10. Purchases and refunds

Purchases are processed by Polar (Polar Software Inc.), acting as Merchant of Record. The applicable seller's terms govern payment processing, billing, taxes, and invoicing. The price and any applicable taxes are disclosed at checkout. We do not receive or store your full payment-card details.

Our Refund Policy applies to your purchase. Because the full-featured trial is available, purchases are generally final, subject to mandatory legal rights and case-by-case consideration of genuine technical problems we cannot resolve. To request help or a refund, email support@tonecaliper.com with your order reference and a description of the issue.

If a purchase is fully refunded or lawfully cancelled, the associated paid license ends and may be deactivated. You must stop using the App under that license. Your ownership of your content is not affected.

A trial, download, activation, or acceptance of this EULA does not by itself waive any statutory withdrawal or cancellation right. Where such a right can lawfully be lost through immediate supply, the legally required separate consent, acknowledgement, and confirmation must be obtained. This EULA does not replace those steps.

11. Warranties and consumer rights

Except for rights and obligations that cannot lawfully be excluded and any express commitments made as part of your purchase, the App is provided "as is" and "as available." To the extent permitted by law, we disclaim implied warranties and conditions, including merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee uninterrupted or error-free operation, or compatibility with every computer, operating-system version, camera file, file format, third-party application, or workflow. This does not override a specific compatibility representation made as part of your purchase or any mandatory rights concerning conformity, security updates, repair, replacement, price reduction, cancellation, or refund.

Some jurisdictions do not permit certain exclusions or limitations. Those exclusions or limitations apply only to the extent permitted in your circumstances.

12. Limits on liability

To the maximum extent permitted by applicable law, we are not liable for indirect, incidental, special, consequential, or punitive damages, or loss of data, profits, revenue, or goodwill arising from this EULA or use of the App.

Subject to the exceptions below, our total aggregate liability arising from this EULA and the App will not exceed the amount you paid for the affected App license, including payment through the Merchant of Record. If you used only the free trial, the limit is CAD $50.

These exclusions and limits do not apply to fraud, death or personal injury caused by negligence, or any liability or consumer right that applicable law does not allow us to exclude or limit. They do not reduce a refund or other remedy you are entitled to receive under mandatory law.

13. Termination

You may stop using the App at any time. You may terminate your license by uninstalling the App and deleting your copies of it. Doing so does not automatically entitle you to a refund.

We may terminate or suspend a license for a material breach relating to that license, such as unauthorized distribution of a license key or circumvention of activation controls. Where a breach can reasonably be remedied, we will give notice and a reasonable opportunity to remedy it before termination, except where immediate action is reasonably necessary to address fraud, a security threat, or a legal requirement.

On termination, you must stop using and remove copies of the App covered by the terminated license. You do not have to delete your photographs or sidecar files merely because the license ends. Termination does not grant you continued access to paid App functions.

Provisions concerning ownership, restrictions, accrued payment obligations, warranties, liability, disputes, and any other provisions intended by their nature to survive remain effective to the extent applicable after termination.

14. Changes and existing purchases

We may issue a revised EULA and will identify its effective date. We will provide notice of material changes and request acceptance where required. Publishing revised terms on our website does not, by itself, retroactively change the license rights under which you already purchased the App.

Any proposed change to an existing license must be validly agreed and comply with applicable law. Your existing purchase commitments and non-waivable rights remain protected. Future products or separately purchased major upgrades may be offered on different terms disclosed before purchase.

15. Governing law and general provisions

This EULA is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, subject to mandatory protections that apply where you live. Courts located in Ontario, Canada have jurisdiction over disputes, except where applicable consumer law permits or requires proceedings in another jurisdiction. Nothing here prevents you from exercising a non-waivable right to bring a claim locally.

This EULA, the applicable purchase entitlements, and the related terms identified in Section 1 form the agreement on their respective subjects. The Privacy Policy describes our information practices and is not a waiver of privacy rights. Nothing excludes binding pre-contractual representations or other rights protected by law.

If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law. Failure to enforce a provision is not a waiver. You may not assign this EULA or your license without our written consent, except as permitted by mandatory law. We may transfer this agreement in connection with a merger, acquisition, or sale of the relevant business, provided the successor assumes our obligations and your rights are not reduced.

16. Contact

Light Year Interactive Inc.
387 Grindstone Trail, Oakville, ON L6H 0S1, Canada
License and support questions: support@tonecaliper.com
Privacy questions: contact@tonecaliper.com
Website: https://www.tonecaliper.com