Software License Agreement

Parties and acceptance

This End-User License Agreement (the “Agreement”) is between Andrew Ryan Cohen, an individual doing business as Pragmatic Fox (“Licensor,” “we,” or “us”), and the individual or legal entity accepting it (“you” or “Licensee”). The Agreement governs your access to and use of the Pragmatic Fox software products listed in Schedule A, including their installers, documentation, and updates that we provide under this Agreement (each, a “Product”; together, the “Software”).

By clicking “Accept,” installing, accessing, or using a Product, you agree to this Agreement. If you accept for a company or other legal entity, you represent that you have authority to bind it. If you lack that authority or do not agree, do not accept, install, access, or use the Software.

This Agreement applies to trials as well as paid access. If an order, checkout page, or product-specific addendum gives different terms for a particular Product, that term controls for that Product only. Separate terms supplied with an update, support service, or online service control that item where they conflict with this Agreement.

Orders and product coverage

Your order, checkout confirmation, or other written license record identifies the Product or Products you may use, the licensed user count, the license period, and any applicable fees or trial terms (“Order”). This Agreement covers only the Products identified in your Order or expressly offered to you as a trial. Buying or receiving a license for one Product does not grant a license to any other Product.

The name and general category of each currently covered Product appear in Schedule A. We may add a Product to Schedule A in a later version of this Agreement. A new Product is covered for you only if your Order or trial offer identifies it.

License grant

Subject to this Agreement and your Order, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use each licensed Product during its applicable license period, solely within the licensed user count and in accordance with its documentation.

A single-user license permits the licensed individual to install one copy on a primary device and one copy on one alternate device used by that same individual. The license is for that individual and may not be shared or used concurrently by another person. If your Order provides a different user count or device allowance, the Order controls for that Product.

For an Order that includes multiple named-user licenses, the purchaser may provide the Product installer and one unique license key for each purchased license to the corresponding editor. Each editor must activate with their own email address, and each key is limited to one named editor and the device allowance in the applicable Order. The purchaser may retrieve the keys through the purchaser’s account. A key may not be shared among editors.

You are responsible for ensuring that your device and third-party applications meet the Product’s stated requirements. Unless your Order says otherwise, a license may be used for the licensee’s own professional work, including work performed for an employer or client.

Use restrictions

You may not, and may not permit another person to:

(a) copy, modify, adapt, translate, or create derivative works of the Software, except as expressly allowed by applicable law; combine or incorporate the Software into other software except through documented, intended integrations; or decompile, disassemble, reverse engineer, or attempt to derive source code, except to the extent applicable law does not permit that restriction;

(b) assign, sell, rent, lease, sublicense, encumber, or otherwise transfer the Software or any right under this Agreement without Licensor’s prior written consent, except that a purchaser may distribute the installer and unique license keys to the named editors covered by a multi-user Order as described above; or

(c) use the Software in violation of applicable law or this Agreement.

Ownership and your files

Licensor and its licensors retain all right, title, and interest in the Software, including all copyrights and other intellectual property rights, and in any updates or modifications to the Software. This Agreement grants only the limited license stated above. No other rights are granted by implication or otherwise. Licensor may license the Software to other customers.

You retain your rights in the media, project files, bins, and other materials that you provide to or use with a Product, as well as the outputs you create, subject to any third-party rights in those materials. This Agreement does not transfer ownership of those materials to Licensor. You are responsible for maintaining backups and reviewing the Software’s outputs before relying on them.

Trials, updates, and support

A trial is available only for the period and with the limits stated in its offer or Order. At the end of a trial, continued use may require a paid license. Any trial-specific limit in the offer or Order controls for that trial.

This Agreement also governs updates, supplements, online services, and support services that Licensor provides for a Product unless separate terms accompany them. Licensor may provide updates or support at its discretion unless an Order or separate written commitment says otherwise. An update may change or discontinue features, subject to applicable law and any express commitment in your Order.

Fees and subscription terms

Fees, billing frequency, renewal, cancellation, trial conversion, and any refund terms are stated in the applicable Order or checkout terms. This Agreement does not change those commercial terms. If a billing or subscription term conflicts with this Agreement, the applicable Order or checkout term controls for that billing matter, subject to applicable law.

Warranty disclaimer

To the maximum extent permitted by applicable law, the Software is provided “as is” and “as available.” Licensor does not warrant that a Product will meet your requirements, operate under every workflow or configuration, remain available without interruption, be error-free or secure, or prevent loss or corruption of data. You are responsible for deciding whether a Product is suitable for your use, maintaining appropriate backups, and checking results before using them in production.

To the maximum extent permitted by applicable law, Licensor disclaims warranties that are not expressly stated in this Agreement, including implied warranties of merchantability and fitness for a particular purpose. This Agreement does not exclude any warranty or right that applicable law does not allow to be excluded.

Limitation of liability

To the maximum extent permitted by applicable law, Licensor and its directors, officers, employees, contractors, and agents will not be liable for indirect, consequential, special, incidental, punitive, or exemplary damages, or for lost revenue, lost profits, loss of business, loss or corruption of data, or business interruption, arising from this Agreement or the furnishing, performance, installation, or use of the Software, under any legal theory, even if advised that such damages were possible.

Nothing in this Agreement excludes or limits liability, damages, or remedies to the extent they cannot lawfully be excluded or limited.

Remedies

To the maximum extent permitted by applicable law, if Licensor breaches this Agreement or a warranty that cannot be disclaimed under applicable law, Licensor may choose to correct or replace the affected Product. If Licensor cannot provide a correction or replacement, your alternative remedy is a refund of the amount you paid for the affected Product, if any, subject to the refund terms in your Order and any non-waivable rights under applicable law.

This section does not limit a remedy that applicable law requires Licensor to provide.

Term and termination

This Agreement takes effect when you first accept, install, access, or use the Software and continues while you have access to any Product under an Order or trial, unless terminated earlier. You may terminate this Agreement by giving written notice to Licensor and stopping all use of the affected Software.

If you fail to comply with this Agreement, Licensor may terminate the license for the affected Product. Where applicable law requires notice or an opportunity to cure, Licensor will provide it. On termination, you must stop accessing and using the affected Product and delete or destroy copies in your possession or control, except where retention is required by law.

Terms that by their nature should continue after termination, including ownership, warranty disclaimers, liability limits, remedies, and dispute terms, will survive termination.

Governing law and disputes

This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of California, without regard to its conflict-of-laws rules, except where applicable law requires otherwise. The state and federal courts located in Los Angeles County, California have jurisdiction over disputes arising out of this Agreement, subject to any venue or forum rights that applicable law does not allow the parties to waive.

General terms

This Agreement and the applicable Order are the entire agreement between you and Licensor about the licensed Software and replace prior discussions about that subject. If a court finds a provision unenforceable, the remaining provisions will continue to apply to the extent permitted by law. A failure to enforce a provision is not a waiver. You may not assign this Agreement without Licensor’s written consent. Licensor may assign it as part of a transfer of the business or the relevant Software rights, subject to applicable law.

Notices to Licensor may be sent to support@pragmaticfox.com.

Schedule A Covered Pragmatic Fox Products

Elemental Bender. A suite of tools for Avid Media Composer workflows.

Difference Engine. A source-versus-record comparison tool for Avid Media Composer.

AE Bridge. A tool for round-trip workflows between Avid Media Composer and Adobe After Effects.

BinCraft. A macOS application for working with Avid Media Composer bins.