End User Licence Agreement

This End User Licence Agreement (“Agreement” or “EULA”) is a legal contract between you (“you” or “User”) and EyesOff Ltd, a company registered in England and Wales under company number 16983060, with its registered office at 124 City Road, London, United Kingdom, EC1V 2NX (“EyesOff”, “we”, “us”, or “our”).

This Agreement governs your use of the EyesOff desktop application for macOS and Windows (the “Software”) and any updates, support, and related services we provide.

By installing, accessing, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not install or use the Software.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case “you” refers to that entity.

1 — Definitions

In this Agreement:

• “Subscription” means a paid annual subscription to the Software purchased through our payment processor.
• “Subscription Term” means the annual period for which you have paid the applicable subscription fee.
• “Trial Period” means the 14-day free evaluation period described in Section 4.
• “Device” means a single physical computer (laptop or desktop) running macOS or Windows.
• “Licence Key” means the unique credential issued to you on purchase that activates the Software on a Device.
• “Documentation” means user guides, help materials, and other documentation we publish at eyesoff.app.
• “Consumer” means an individual acting for purposes wholly or mainly outside their trade, business, craft, or profession, as defined under the UK Consumer Rights Act 2015 or equivalent legislation.
• “Business User” means any User who is not a Consumer.

2 — Grant of licence

Subject to your compliance with this Agreement, and conditional on payment of all applicable fees, EyesOff grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software on one (1) Device for the duration of your Subscription Term or Trial Period.

This licence covers both personal and commercial use of the Software on the licensed Device. You may use the Software on your own behalf or on behalf of your employer, provided that the use complies with the terms of this Agreement.

This Agreement grants you a licence to use the Software — it does not transfer any ownership rights in the Software to you.

Device transfers. Your Licence Key is bound to a single Device. If you wish to use the Software on a different Device (for example, because you have changed laptops), please contact us at [email protected] and we will deactivate your existing installation and reactivate your Licence on the new Device.

3 — Supported platforms

The Software is provided for macOS and Windows on system versions specified in the Documentation. We may from time to time update the minimum supported operating system versions; if your Device no longer meets the minimum requirements, the Software may stop functioning or may not receive updates.

4 — Free trial

You may evaluate the Software free of charge for fourteen (14) days from the date you first install and launch it (the “Trial Period”).

During the Trial Period, all terms of this Agreement apply to you. At the end of the Trial Period, the Software will require a paid Subscription to continue functioning. We do not automatically charge you at the end of the Trial Period — you must affirmatively choose to subscribe.

We may, at our discretion, offer extended Trial Periods to specific customers, partners, or evaluators. Where an extended Trial Period has been agreed in writing, the terms of that agreement override the 14-day default for those Users.

5 — Subscriptions, fees, and renewal

5.1 — Subscription model

The Software is licensed on a yearly subscription basis. Subscription fees are payable in advance for each Subscription Term.

5.2 — Payment processor

All purchases are processed by Lemon Squeezy LLC (“Lemon Squeezy”), which acts as our merchant of record. By purchasing a Subscription, you also agree to Lemon Squeezy’s terms of service and privacy policy, available at https://www.lemonsqueezy.com/legal.

5.3 — Automatic renewal

Subscriptions renew automatically at the end of each Subscription Term unless cancelled before the renewal date. You can cancel your Subscription at any time through your customer portal with Lemon Squeezy or by contacting us. Cancellation takes effect at the end of the current Subscription Term — you retain access to the Software until then.

5.4 — Price changes

We may change Subscription prices from time to time. We will give you at least 30 days’ notice of any price change by email before it takes effect. If you do not agree to the new price, you may cancel your Subscription before it takes effect.

5.5 — Taxes

Subscription fees are inclusive or exclusive of applicable taxes as indicated at checkout. Where Lemon Squeezy collects taxes on our behalf as merchant of record, those taxes are remitted to the appropriate authorities by Lemon Squeezy.

6 — Refunds

6.1 — General position

Subscription fees are non-refundable except where required by applicable law or as expressly set out in this Section.

6.2 — Statutory cancellation rights (UK and EU Consumers)

If you are a Consumer based in the United Kingdom or the European Economic Area:

• You have a statutory right to cancel your purchase of the Software and receive a refund within 14 days of the date of purchase, under the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or the EU Consumer Rights Directive 2011/83/EU.
• This 14-day window runs from the date of purchase, not from the date you first install or use the Software (which may have occurred earlier, during a Trial Period).
• To exercise this right, contact us at [email protected] within the 14-day window. We will process your refund within 14 days of receiving your cancellation request.

6.3 — Faulty software

Nothing in this Agreement affects your statutory rights as a Consumer to a remedy if the Software is not of satisfactory quality, fit for purpose, or as described.

6.4 — Discretionary refunds

We may, at our sole discretion, issue refunds in other circumstances. Any refund granted at our discretion shall not establish a precedent or create any obligation to grant refunds in future.

7 — Licence restrictions

You must not, and must not permit any third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted under this Agreement or applicable law;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Software, except to the limited extent that applicable law expressly permits despite this restriction;

(c) rent, lease, lend, sell, sublicense, distribute, publish, transfer, or otherwise make the Software available to any third party;

(d) circumvent, disable, or otherwise interfere with any security, licensing, or access-control features of the Software;

(e) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software;

(f) use the Software in any way that violates applicable law or the rights of others;

(g) share your Licence Key with any third party, or use a Licence Key on more Devices than authorised under this Agreement.

Enforcement. We may invalidate Licence Keys that we reasonably believe to have been shared, sold, or used in violation of this Agreement, with or without prior notice. We will use reasonable efforts to contact affected Users to resolve such matters where appropriate.

8 — Updates and support

8.1 — Updates

We will, at our discretion, provide updates to the Software, including bug fixes, security patches, and new features. All updates are included with an active Subscription at no additional cost.

You acknowledge that updates may be necessary for the Software to function correctly, and that we may automatically deliver updates while your Subscription is active.

8.2 — Support

Customer support is provided by email at [email protected]. We will use reasonable efforts to respond to support enquiries promptly but do not guarantee specific response times.

8.3 — Discontinuation

We may, at our discretion, discontinue the Software or any features of it. If we discontinue the Software entirely, we will:

(a) give you reasonable notice by email;

(b) where applicable, prorate any unused portion of your Subscription fee; and

(c) use reasonable efforts to release a final version of the Software that does not require licence-key validation, so existing Users can continue to use it offline. We may, at our discretion, also release this version as open-source software.

9 — Intellectual property

9.1 — Ownership of the Software

The Software, including all copies, modifications, and derivative works, and all intellectual property rights in or to the Software, are and shall remain the exclusive property of EyesOff and its licensors. This Agreement does not transfer any intellectual property rights to you, except for the limited licence expressly granted in Section 2.

9.2 — Trademarks

“EyesOff” and the EyesOff logo are trademarks of EyesOff Ltd. You are not granted any right or licence to use our trademarks except as required to identify the Software in compliance with applicable fair-use principles.

9.3 — Your data

We do not claim any ownership of data the Software processes on your Device. As described in our Privacy Policy, the Software performs facial detection, facial recognition, and snapshot capture entirely on your Device. We do not collect, receive, or have access to this data.

10 — Privacy

Our collection and use of personal data is described in our Privacy Policy. By accepting this Agreement, you acknowledge that you have read and understood the Privacy Policy.

In summary, and without limiting the Privacy Policy:

• The Software performs face detection, facial recognition, and snapshot capture entirely on your Device.
• No images, biometric data, or snapshots are transmitted to EyesOff or any third party.
• The Software makes limited network requests for software updates and licence validation, as described in the Privacy Policy.

11 — Camera and system permissions

The Software requires permission to access your Device’s camera in order to perform face detection and recognition. You must grant this permission for the Software to function as intended.

You may revoke camera permission at any time through your operating system’s settings. If you do so, the core functionality of the Software will not work.

The Software may also request other operating system permissions to provide certain features.

User representation. You represent and warrant that you have all necessary rights and consents to operate a camera in the location where you install and use the Software, including any consents required from third parties who may be captured by the camera. You are solely responsible for compliance with any applicable laws relating to camera use, surveillance, or workplace monitoring in the location where the Software is used.

12 — Term and termination

12.1 — Term

This Agreement takes effect when you install the Software and continues until terminated as set out in this Section.

12.2 — Termination by you

You may terminate this Agreement at any time by cancelling your Subscription and uninstalling the Software from all Devices.

12.3 — Termination by us

We may terminate this Agreement and your right to use the Software immediately on notice if:

(a) you breach any material term of this Agreement, including any licence restriction in Section 7 or any representation in Section 11;

(b) your payment is not received or is reversed; or

(c) we are required to do so by law.

12.4 — Effect of termination

On termination of this Agreement for any reason:

(a) your licence to use the Software ends immediately;

(b) you must stop using the Software and uninstall it from all Devices;

(c) any locally stored data remains on your Device under your control — uninstalling the Software does not automatically delete locally stored data (such as snapshots), which you may delete manually.

12.5 — Survival

The provisions of Sections 7, 9, 13, 14, 15, 16, 17, and 18 survive termination of this Agreement.

13 — Disclaimer of warranties

13.1 — Software provided “as is”

To the maximum extent permitted by applicable law, the Software is provided “as is” and “as available”, without warranty of any kind, whether express, implied, statutory, or otherwise. EyesOff specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

13.2 — No guarantee of detection accuracy

The Software uses facial detection and facial recognition technologies that, like all machine learning systems, are not perfectly accurate. We do not warrant that the Software will detect every instance of unauthorised viewing, recognise the authorised user in every situation, or be free from false positives or false negatives. The Software is intended as a privacy aid and is not a security or surveillance product.

13.3 — No availability guarantee

We do not warrant that the Software will be uninterrupted, error-free, or compatible with any specific hardware, operating system version, or third-party software.

13.4 — Consumer rights preserved

Nothing in this Section 13 excludes or limits any warranty, condition, or other right that cannot be excluded or limited under applicable law, including your statutory rights as a Consumer.

14 — Limitation of liability

14.1 — Excluded losses

To the maximum extent permitted by applicable law, EyesOff shall not be liable to you for any:

(a) loss of profits, revenue, business, or anticipated savings;

(b) loss of data (including any locally stored snapshots, biometric data, or other application data);

(c) loss of goodwill or reputational harm;

(d) indirect, special, incidental, consequential, or punitive damages;

even if EyesOff has been advised of the possibility of such damages.

14.2 — Aggregate cap

EyesOff’s total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), under statute, or otherwise, shall not exceed the total amount you paid to EyesOff for the Software in the twelve (12) months immediately preceding the event giving rise to the liability.

14.3 — Liability not excluded

Nothing in this Agreement excludes or limits EyesOff’s liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited under applicable law.

14.4 — Consumer rights

If you are a Consumer, your statutory rights are not affected by this Section 14 to the extent those rights cannot lawfully be excluded or limited.

15 — Responsibility for use

15.1 — Business Users — indemnification

If you are a Business User, you agree to indemnify, defend, and hold harmless EyesOff and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

(a) your breach of this Agreement;

(b) your misuse of the Software, including any use in violation of applicable law or third-party rights;

(c) your use of the Software in a context where third parties are captured by the camera (for example, visitors to your premises or employees in a workplace) without appropriate notice or consent where required by law.

This indemnity does not apply to losses arising from EyesOff’s own breach of this Agreement, negligence, or wilful misconduct.

15.2 — Consumers — responsibility for own use

If you are a Consumer, you are responsible for your own use of the Software and any consequences arising from your misuse of it, including any use in violation of applicable law or the rights of others. Nothing in this Section 15.2 limits any right of action EyesOff may have against you for misuse of the Software, but nor does it impose any indemnification obligation on you beyond what is enforceable against a Consumer under applicable law.

16 — Third-party services

The Software relies on third-party services for licence validation and update delivery, including Lemon Squeezy (payment and licence services) and Cloudflare (update delivery infrastructure). Your use of those services is governed by their respective terms. EyesOff is not responsible for the acts or omissions of third-party service providers, but will use reasonable efforts to select reputable providers.

17 — Governing law and jurisdiction

17.1 — Governing law

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

17.2 — Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, except that:

(a) we may bring proceedings against you in the country where you reside if necessary to enforce our rights; and

(b) if you are a Consumer, you may also bring proceedings in the courts of the country in which you are resident, and the law of that country may apply to the extent that it grants you stronger protection than English law.

18 — Miscellaneous

18.1 — Entire agreement

This Agreement, together with the Privacy Policy and any other terms referenced herein, constitutes the entire agreement between you and EyesOff in relation to the Software and supersedes all prior agreements, understandings, or representations.

18.2 — Changes to this Agreement

We may update this Agreement from time to time. If we make material changes, we will notify you by email or through the Software at least 30 days before the changes take effect. Continued use of the Software after the changes take effect constitutes your acceptance of the updated Agreement. If you do not agree to the changes, you may cancel your Subscription before they take effect.

18.3 — Assignment

You may not assign or transfer this Agreement or any of your rights under it without our prior written consent. We may assign this Agreement to any successor in the event of a merger, acquisition, reorganisation, or sale of substantially all of our assets.

18.4 — Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.5 — No waiver

Our failure to enforce any provision of this Agreement does not constitute a waiver of that provision or our right to enforce it later.

18.6 — Notices

Notices to EyesOff under this Agreement must be sent in writing to [email protected]. Notices to you may be given by email to the address associated with your Subscription, or through the Software.

18.7 — Relationship of the parties

Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between you and EyesOff.

18.8 — Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that the failure or delay is caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, internet or telecommunications failures, or government action.

18.9 — Export controls

You may not use, export, or re-export the Software in violation of any applicable export control laws or regulations.

19 — Contact

If you have any questions about this Agreement, please contact us at:

Email: [email protected]

Postal address: EyesOff Ltd, 124 City Road, London, United Kingdom, EC1V 2NX