These terms apply to every COEY software product and do not stand alone. The terms particular to one product are in its schedule: Schedule 1: GroundSlate. Where a schedule and these terms disagree, the schedule governs for that product.

COEY Master Terms

Last updated: 8 September 2026

These Master Terms (these "Terms") are a binding legal contract between you and Royler, LLC, a Florida limited liability company, doing business as COEY ("COEY," "we," "us," or "our").

These Terms do not stand alone. They set out the terms COEY applies to every one of its software products. The terms particular to one product, including what your license to it permits, live in that product's Schedule. These Terms and the Schedule you accepted are together the "Agreement" between you and COEY for that product.

BY CLICKING "I AGREE," OR BY INSTALLING, ACTIVATING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK "DECLINE."

IF YOU DECLINE, YOU MAY CONTINUE TO USE THE VERSION OF THE SOFTWARE YOU ALREADY HAVE, UNDER THE TERMS YOU PREVIOUSLY ACCEPTED. DECLINING IS NOT A BREACH. IF YOU HAVE JUST PURCHASED AND HAVE NOT YET ACCEPTED ANY VERSION OF THIS AGREEMENT, YOUR REFUND RIGHTS ARE THOSE IN SECTION 15.4.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND "YOU" MEANS THAT ENTITY. IF YOU DO NOT HAVE THAT AUTHORITY, DO NOT ACCEPT THIS AGREEMENT.

PLEASE NOTE:

Section 21 requires most disputes to be resolved by binding individual arbitration and contains a class action waiver and a jury trial waiver. You may opt out of arbitration within 30 days.
Section 20 contains an indemnity you owe to COEY.
Section 11 and the Schedule impose obligations on you regarding the media you process, the people who appear in it, and anything you generate with the Software.
Section 4 provides for automatic renewal and recurring charges until you cancel.
Where the Schedule and these Terms disagree, the Schedule governs. See Section 23.2.

1. Definitions

1.1 The Software

"Software" means the COEY software product identified in the Schedule you accepted, including its bundled server software, tools, templates, and documentation, and any update or new version COEY makes available to you. It does not include the third-party components described in Section 7, none of which COEY licenses to you.

1.2 Your Content

"Your Content" means the videos, images, audio, metadata, and other materials you process with the Software, together with the catalogs, indexes, transcripts, summaries, Biometric Data, and outputs the Software derives from them. Where the Software runs, and therefore where Your Content is held, is stated in the Schedule.

1.3 Schedule

"Schedule" means the product schedule that accompanies these Terms and identifies one Software product, states what your license to it permits, and adds the terms particular to it. These Terms have no effect on their own: they take effect for a Software product only through its Schedule, and each Schedule you accept forms a separate agreement with COEY on these Terms. Section 23.2 governs what happens where a Schedule and these Terms disagree.

1.4 Biometric Data

"Biometric Data" means the face templates, face signatures, face images, per-clip face records, and People catalog the Software generates from Your Content.

1.5 AI Output

"AI Output" means transcripts, captions, titles, summaries, scene descriptions, face matches, event groupings, and other content the Software generates using machine-learning models.

1.6 Third-Party Notices

"Third-Party Notices" means the third-party notices document included with the Software (About, then Third-party notices) and published on COEY's website.

1.7 Subscription Term

"Subscription Term" means the initial twelve (12) month term of your subscription together with any renewal term for which you have paid.

1.8 Last Received Version

"Last Received Version" means the most recent version of the Software COEY made available to you during your Subscription Term.

1.9 Consumer

"Consumer" means an individual who acquired the Software primarily for personal, family, or household purposes.

2. License Grant; Eligibility

2.1 Grant of License

Subject to your compliance with this Agreement and payment of all applicable fees, COEY grants you a limited, personal, non-exclusive, non-transferable (except as stated in Sections 5.3 and 23.10), non-sublicensable license to install and use the Software. That license is revocable as to the subscription entitlements in Sections 3.2 and 3.4, revocable as to a license offered at no charge under Section 3.7, and is perpetual and irrevocable as to the Last Received Version under Section 3.3.

2.2 Permitted Installations

The Schedule states how many machines your license permits, and in what roles. Every machine must be one you own or control, you must be the only person who uses them, and additional installations require additional licenses.

2.3 Reservation of Rights

The Software is licensed, not sold. You acquire no ownership interest in it. COEY and its licensors reserve all rights not expressly granted in this Agreement.

2.4 Eligibility

You must be at least 18 years old, or the age of majority where you live if that is higher, to accept this Agreement. The Software is not directed to children.

3. Subscription Term; Perpetual License

3.1 Subscription Term

A paid license is sold as a subscription for an initial term of twelve (12) months from purchase, and renews as described in Section 4. Where the Schedule offers a license at no charge, that license has no Subscription Term and Section 3.7 governs it.

3.2 Entitlements During the Subscription Term

During the Subscription Term, COEY will make available to you, at no additional charge, every version, update, and upgrade of the Software that COEY generally releases to subscribers of your plan, including new major versions. It does not include any separately branded and separately licensed product COEY may offer.

3.3 Perpetual License to the Last Received Version

When your Subscription Term ends for any reason other than termination under Section 17.2, your license does not end. You retain a perpetual, irrevocable, worldwide, fully paid-up, non-exclusive license to install and use the Last Received Version, on the number of machines Section 2.2 permits, on the terms of this Agreement, for as long as you wish.

You never have to delete the Software, and COEY will never disable, deactivate, time-limit, or remotely impair a Last Received Version you are entitled to run under this Section. The only exceptions are where COEY is required to act by law, by a court or regulatory order, or by sanctions or export-control obligations, or where the Software is prevented from running by the act of a platform provider, including the revocation, suspension, or expiry of a code signing certificate or notarization.

What this Section preserves is the Software in your hands, not the entitlements you were paying for. Where the Schedule states what an installation does when no paid subscription covers it, including any limit it applies to what you can add and any mark it puts on output produced from then on, the Last Received Version behaves that way, and behaving that way is not disabling, deactivating, time-limiting, or impairing it under this Section. Nothing you have already made is changed by it: files already produced are not altered or marked afterwards, nothing already in the Software is deleted or un-indexed, and your media stays where you put it.

This Section assumes Software you install and run yourself, and it is written for that. A perpetual license to a Last Received Version means nothing for Software COEY hosts, because there is no version in your hands to keep running. Where the Schedule states that COEY hosts the Software, that Schedule states what you get instead, and it governs under Section 23.2. A Schedule that is silent leaves this Section applying in full.

3.4 Effect of Expiration

On expiry of the Subscription Term you stop receiving updates and upgrades and lose access to the online resources described in Section 14.3, and the Software returns to the terms the Schedule states for an installation that no paid subscription covers. Those terms, including any limit on what you can add from then on and any mark on output produced from then on, are stated in the Schedule and nowhere else.

Cancellation and a refund have the same effect, from the date the subscription ends or the refund is made. A failed renewal payment does not, for the grace period the Schedule states.

Your content is not affected by any of this, and Section 3.3 keeps the Last Received Version running for as long as you wish.

3.5 No Continuing Compatibility Obligation

Software that stops receiving updates ages. A future operating system version, a future computer, a change by its manufacturer, or a change in a third-party service or model may stop the Last Received Version from working, in whole or in part. COEY is not obligated to fix that, and Section 18 applies. Renewing is the only way to keep receiving compatibility work.

3.6 Survival

Sections 3.3 and 3.5 survive expiry, non-renewal, cancellation, and COEY's discontinuation of the Software.

3.7 Licenses Offered at No Charge

The Schedule may offer a license to use the Software at no charge. A license offered at no charge has no fee, no Subscription Term, and nothing to renew, and it carries only the entitlements the Schedule states for it. Those entitlements are narrower than a paid subscription's, and the Schedule states the limits and any mark on output that come with them.

Section 3.2 is a commitment to subscribers, so it does not apply to a license offered at no charge. COEY may still make updates available to you, and does today, but is not obliged to. Section 3.3 does not apply either: there is no Subscription Term to end, and the license to keep running a version you already have is the one in this Section.

COEY may change what it offers at no charge, or stop offering it, at any time, and may withdraw a license offered at no charge on notice. A version you have already installed keeps running under the terms it was licensed on, and Section 17.2 still governs termination for breach.

4. Automatic Renewal and Cancellation

4.1 Automatic Renewal

Your subscription automatically renews for successive twelve (12) month terms at the then-current renewal price, charged to your payment method on the renewal date, unless you cancel before that date. You authorise that recurring charge when you purchase.

4.2 Renewal Notice

COEY will email you before each renewal, to the email address associated with your purchase, within the period required by applicable automatic renewal law, stating that your subscription will renew, the renewal date, the amount you will be charged, and how to cancel.

4.3 Price Changes

Renewals are charged at the then-current price. COEY will give you advance written notice by email of any change to the renewal price, within the period required by applicable law, and any such change takes effect only at your next renewal. If you do not want the new price, cancel before your renewal date.

4.4 Cancellation

You may cancel at any time:

Online, at your COEY account, without speaking to anyone.
By emailing legal@coey.com, effective when COEY receives it.

4.5 Effect of Cancellation

Cancelling stops all future charges. It does not end your current Subscription Term, which runs to its paid-through date, and it does not affect your perpetual license under Section 3.3. You keep the Software you have, forever.

4.6 Acknowledgment

At purchase COEY will send you, in a form you can retain, this Agreement, the automatic renewal terms in this Section, the cancellation policy, and the cancellation mechanism.

4.7 Failed Payments

If a renewal charge fails, COEY may retry it and may suspend updates and online resources until it succeeds. A failed renewal charge does not affect your perpetual license under Section 3.3.

4.8 Non-Compliant Renewal Charges

If COEY charges you a renewal without giving the notices required by applicable automatic renewal law, contact legal@coey.com. Nothing in this Agreement waives any substantive right you have under applicable automatic renewal law. All claims remain subject to Section 21.

5. License Keys and Activation

5.1 Activation

Licenses are issued by COEY as license keys. Some versions of the Software require activation with a valid key. Whether or not a version requires activation, Section 3.3 governs what COEY may do to a Last Received Version you are entitled to run.

5.2 Restrictions on License Keys

You may not share, publish, sell, lend, or transfer your license key, circumvent or interfere with license activation or validation, or use a key obtained from anyone other than COEY. COEY may deactivate keys it reasonably believes are compromised, shared, resold, or obtained fraudulently. Deactivating a key does not enlarge what COEY may do under Section 3.3.

5.3 Machine Changes; Transfer

If you replace or retire a licensed machine, you may deactivate the Software on it and activate it on a replacement, so long as concurrent activations never exceed your authorised number. You may permanently transfer your entire license to another person one time, with COEY's prior written consent, to a transferee who accepts this Agreement. Section 23.10 governs transfer on death.

6. Restrictions

Except as permitted by this Agreement, by Section 7, by Section 8, or by law that cannot be contractually waived, you shall not, and shall not permit any third party to:

copy, distribute, sell, rent, lease, lend, sublicense, assign, or otherwise transfer the Software;
modify, adapt, translate, or create derivative works of the Software;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
remove, alter, or obscure any proprietary notice in or on the Software;
bypass or circumvent any technical limitation, license enforcement, or security measure in the Software;
use the Software to develop, train, or improve a competing product or service;
operate the Software as a hosted, remote, or multi-tenant service, or grant third parties direct access to the Software itself. Processing media you lawfully hold, including client media, on your own licensed machine is permitted;
use the Software in violation of any applicable law, or in any manner described in Section 11.3.

Each restriction in this Section is a condition of, and a limitation on the scope of, the license granted in Section 2.1.

7. Third-Party Components

Certain components, models, model weights, datasets, and fonts distributed with or downloaded by the Software are licensed to you directly by their own licensors under their own terms, and not by COEY. The Third-Party Notices identify them, name the license each is under, carry the attributions those licenses require, and state any offer of source code COEY is obliged to make.

This Agreement does not license those components to you, and nothing anywhere in this Agreement, including Sections 2, 5, 6, 9, 14, 17 and 23.5, limits, conditions, revokes, or purports to terminate any right those licenses grant you, or imposes any further restriction on your exercise of those rights. In particular:

Your rights in those components do not terminate when this Agreement terminates, and Section 17.3's deletion obligation does not extend to them.
You may modify, relink, replace, copy and convey those components as their licenses permit, notwithstanding Section 6.
You may reverse engineer the Software to the extent necessary to make, debug, and use such modifications, notwithstanding Section 6.
Section 6's restriction on competing products applies only to the COEY-proprietary portions of the Software.

Where a third-party license conflicts with this Agreement, that license governs that component.

COEY makes no warranty of any kind with respect to third-party components.

8. Security Research

COEY welcomes good-faith security research. Notwithstanding Section 6, if you are a licensee you may test the Software on your own machine and on your own data to identify security vulnerabilities, and you may reverse engineer it to the extent necessary to do so, provided you do not access another person's data, you do not circumvent or defeat any license enforcement or security measure, and you report what you find to security@coey.com and give COEY ninety (90) days to remedy it before disclosing it publicly. COEY will not bring any claim under this Agreement, the Digital Millennium Copyright Act, or the Computer Fraud and Abuse Act against a researcher who complies with this Section.

9. Ownership; Feedback

The Software, excluding the third-party components identified in the Third-Party Notices or otherwise distributed with or downloaded by the Software, is the property of COEY and its licensors and is protected by copyright and other intellectual property laws. If you provide COEY with feedback, suggestions, or ideas about the Software, you grant COEY a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use them for any purpose without obligation to you.

10. Your Content

10.1 Ownership of Your Content

As between you and COEY, you retain all rights in Your Content. COEY claims no ownership of it and acquires no licence to it beyond what is strictly necessary to provide the Software as the Schedule describes.

Where the Software runs, and whether COEY receives, hosts, or can access Your Content, is stated in the Schedule. Section 13 says the same thing about the same question, and the two are meant to be read together.

This says nothing about third-party AI assistants you connect. Any assistant you connect can read your catalog, and whatever it reads may be transmitted to its provider. See the Schedule.

If you send Your Content to COEY yourself, for example as a support attachment, COEY will use it only to answer you and will delete it when it is done.

10.2 Your Representations and Warranties

You represent and warrant that you have all rights, permissions, and consents necessary to possess, record, index, transcribe, and process Your Content with the Software, and that your use of the Software with Your Content complies with all applicable laws. Many jurisdictions require the consent of one or all parties to record a conversation.

10.3 Outputs

Subject to this Agreement and to any third-party terms applicable to components involved in producing them, you may use videos and other outputs you create with the Software for any lawful purpose, including commercially.

11. Acceptable Use

11.1 Lawful Use

You shall use the Software only in compliance with all applicable laws, including privacy, publicity, biometric, wiretap and recording-consent, intellectual property, and export laws.

11.2 Third-Party Rights

You are solely responsible for ensuring that media you index, edit, or publish does not infringe any third party's copyright, trademark, right of publicity, right of privacy, or other rights.

11.3 Prohibited Uses

You shall not use the Software to:

identify, track, profile, or locate any person without a lawful basis and, where required, that person's consent, including by building a face database of people who have not agreed to it;
determine, compile, track, or disclose the past or present whereabouts of an identified person without that person's consent or another lawful basis;
conduct surveillance, or provide face identification or matching services to law enforcement, immigration authorities, an intelligence service, or a private investigator;
stalk, harass, threaten, defame, dox, intimidate, or unlawfully discriminate against any person;
make or assist any decision with a legal or similarly significant effect on a person, including decisions about employment, education, credit, housing, insurance, healthcare, or legal services;
create sexual imagery of any real person without their consent, any sexual imagery of a minor, or any deceptive depiction of a real person presented as authentic where disclosure is required;
process media you do not have the legal right to possess and process; or
violate the acceptable use or prohibited use policy of any AI model or service the Software uses or that you connect, including Google's prohibited use policy for the Gemma models.

11.4 High-Risk Use

The Software is not designed or licensed for use in any application where its failure or an inaccurate output could lead to death, personal injury, or severe physical or environmental damage, or as a component of any safety, security, medical, or law-enforcement system.

12. Data, Backups and Portability

12.1 Backups

How the Software treats media you already hold, and what it writes where, is stated in the Schedule. So is what an AI assistant connected to it can delete.

You are solely responsible for backing up Your Content and any data the Software keeps, and any recovery feature it offers is a convenience rather than a backup. COEY does not back up Your Content for you unless the Schedule says COEY hosts it and says so in terms.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COEY IS NOT RESPONSIBLE FOR ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF YOUR CONTENT OR OTHER DATA.

12.2 Export and Portability

Your data is yours. For so long as COEY makes the Software available, the Software's profile format is exportable, and COEY does not intend to remove the ability to export Your Content and profile data in some usable form. This Section does not apply following a termination under Section 17.2. Note that exported biometric data is sealed with a code that only you hold and that COEY cannot recover, so if you lose it COEY cannot open that part of the export for you.

12.3 Scope of Deletion

Some operations the Software offers are recoverable rather than destructive, and the Schedule says which. Deletion inside the Software does not reach anything that has already left it, including exports, backups, copies, and anything already sent to an AI assistant. If your obligation under the Schedule is to destroy biometric data, deleting it inside the Software is not by itself sufficient.

13. Privacy

What COEY receives depends on the Software, and the Schedule states it. Some COEY products run entirely on your own computer and send COEY nothing about Your Content; others are hosted by COEY, and hosting Your Content is what they are for. The Schedule for the Software you licensed says which it is, in terms, and where a Schedule states that COEY does not receive Your Content, that is an obligation COEY owes you under this Agreement.

Whichever it is, the Software communicates with COEY in order to license itself. What it sends is your license key, a machine identifier, the machine name you gave that machine, its operating system version, the Software version, and the role it runs in. It also asks COEY once a day for the list of released versions, a request that carries no license key, machine identifier or account information, and that you can switch off. Nothing about Your Content is in either request.

It contacts third parties during setup and when you ask it to. Those connections, what each party sees, and everything COEY holds are described in the COEY Privacy Policy and in the privacy supplement for the Software, published at https://coey.com/legal/privacy and https://coey.com/legal/privacy/groundslate.

Those documents are COEY's statements of its practices. They are not incorporated into this Agreement, they create no contractual warranty, and nothing in them narrows the commitment in the first paragraph of this Section.

14. Updates; Changes; Support

14.1 Updates

During a Subscription Term, COEY's update obligation is as stated in Section 3.2. Outside a Subscription Term, COEY has no obligation to provide updates or maintenance.

14.2 Changes to the Software

COEY may add, modify, or remove features, but will not, by its own act, materially reduce the core functionality of the version you have installed. COEY does not control the availability or terms of third-party components you obtain under the Schedule, and the loss of such a component is not a breach of this Section.

14.3 Support

Support consists of the documentation and online resources COEY publishes, available to you during your Subscription Term. COEY does not commit to individual assistance, a response time, training, media recovery, or work on your projects. Section 4.4 and Section 15 describe the channels for cancellation and refunds.

14.4 Discontinuation

COEY may discontinue the Software at any time. If COEY discontinues it during your paid Subscription Term, COEY will refund a pro rata portion of the fees you paid for the unexpired part of that term, and that refund is your sole and exclusive remedy for discontinuation. Your perpetual license under Section 3.3 and your export rights under Section 12.2 survive discontinuation.

15. Fees, Taxes and Refunds

15.1 Fees and Currency

You agree to pay the fees for your license at the prices in effect when you purchase or renew. All fees are stated and charged in United States dollars unless COEY states otherwise at purchase. If your payment method is denominated in another currency, your bank or card issuer sets the conversion rate and may add its own fee, and COEY receives none of it.

15.2 Taxes

Prices exclude sales, use, value added, goods and services, and similar taxes. COEY will add those taxes where it is required to collect them, and they will be shown to you before you pay. You are responsible for paying them. If you are a business required to account for tax under a reverse charge mechanism, you are responsible for doing so.

15.3 Payment Processing

Payments are processed by a third-party payment processor under its own terms. COEY does not receive or store your full payment card details.

15.4 Refunds

"Refund Period" means fourteen (14) days from your purchase, or any longer period stated at purchase or required by applicable law. If you are dissatisfied with the Software you may request a refund within the Refund Period by emailing legal@coey.com; on refund, your license terminates. Section 14.4 provides an additional refund right. Except as stated above, purchases are non-refundable. The refund rights in this Section are a commercial accommodation. They are not a warranty of any kind, they do not affirm that the Software is free of defects, and they do not promise to remedy any defect. The refund rights in this Agreement are alternatives, not cumulative; COEY is not required to refund the same fees more than once.

15.5 Chargebacks

Initiating a payment chargeback while continuing to use the Software is a material breach. Please contact us first.

15.6 EU and UK Consumers

If you are a Consumer in the EU or UK, you may have a statutory 14-day withdrawal right for digital content, which is addressed at the point of purchase and which this Section does not limit.

16. Pre-Release and Evaluation Versions

If the Software or a feature is identified as beta, preview, evaluation, or pre-release, it is provided solely for testing, as is, and without warranty or support. It may contain defects, may change or be discontinued without notice, and data created with it may not migrate to later versions. Use it on copies of data you can afford to lose. It may be time-limited or remotely deactivated, and Section 3.3 does not apply to it. All disclaimers and limitations in this Agreement apply to it to the maximum extent permitted by law.

17. Term and Termination

17.1 Term

This Agreement takes effect when you accept it and continues until terminated under this Section.

17.2 Termination for Breach

If you materially breach this Agreement, COEY may terminate it by written notice describing the breach, but only if the breach remains uncured thirty (30) days after that notice, except that a breach of Section 5.2, Section 6's first, sixth or seventh bullet, or Section 11.3 may be treated as incurable and terminated immediately, as may a breach of Section 6's bullets on derivative works, reverse engineering, or bypassing license enforcement. COEY may also terminate immediately, without a cure period, where COEY is required to do so by law, by a court or regulatory order, or by sanctions or export-control obligations, and on a breach of Section 15.5 or Section 22.

17.3 Effect of Termination

On termination under Section 17.2 you must cease all use of the Software and delete all copies of the COEY-proprietary portions of it. This obligation does not extend to any third-party component identified in the Third-Party Notices or otherwise distributed with or downloaded by the Software, which remains licensed to you by its own licensor (Section 7).

17.4 Expiration Distinguished

Expiry or non-renewal of a Subscription Term is not a termination and does not affect your perpetual license under Section 3.3.

17.5 Survival

Sections 1, 2.1, 2.2, 2.3, 3.3, 3.5, 3.6, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17.3, 17.5, 18, 19, 20, 21, 22 and 23 survive termination or expiry, and so does the Schedule in full.

The Schedule survives as a whole rather than by section number, deliberately. Enumerating its sections here would bind every future product's Schedule to reuse those numbers with those meanings, which is the coupling these Terms exist to avoid. It also closes a gap the enumerated list had: the Schedule's statement of where the Software runs and what COEY receives was part of Section 13 until v2, and moving it must not quietly cost it its survival. Section 15's refund right does not survive a termination under Section 17.2 for your uncured material breach.

18. Disclaimer of Warranties

18.1 As-Is Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, ALL THIRD-PARTY COMPONENTS, AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. COEY AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COEY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST OR CORRUPTED, OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE. NO ORAL OR WRITTEN INFORMATION GIVEN BY COEY SHALL CREATE A WARRANTY.

Some jurisdictions do not allow the exclusion of implied warranties, so some exclusions may not apply to you. Where an implied warranty cannot be excluded, it is limited in duration to the shortest period applicable law permits.

18.2 EU and UK consumers

If you are a Consumer in the EU or UK, nothing in Sections 14, 18 or 19 limits any right you have under mandatory consumer law, and COEY will supply the updates necessary to keep the Software in conformity for the period that law requires, which for your subscription is the period of your Subscription Term.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

19.1 Exclusion of Indirect Damages

NEITHER COEY NOR ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR CONTENT, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Aggregate Cap

COEY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID COEY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) NINETY-NINE UNITED STATES DOLLARS (US$99).

19.3 Basis of the Bargain

The limitations in this Section apply even if any limited remedy fails of its essential purpose, and are a fundamental basis of the bargain between you and COEY.

19.4 Non-Excludable Liability

Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited, and nothing in it excludes or limits any right or remedy of a Consumer that applicable law does not permit to be excluded or limited. Where a limitation in this Agreement goes further than the law allows, it applies to the maximum extent the law does allow rather than failing.

This Section 19.4 is independent of the rest of Section 19 and of Section 23.3, and survives any holding that any other part of Section 19 is unenforceable.

20. Indemnification

You shall defend, indemnify, and hold harmless COEY and its officers, members, employees, agents, suppliers, and licensors from any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: Your Content; your collection or processing of any person's likeness or biometric data, including any alleged violation of a law governing biometric or personal data; your violation of any law or of any third party's rights; your use or publication of any AI Output; your use of any third-party AI application connected to the Software; or your breach of this Agreement.

COEY will give you notice of any claim subject to indemnification, and failure to notify relieves your obligations only to the extent you are materially prejudiced. COEY may assume the exclusive defence and control of any such matter at your expense, in which case you shall cooperate. You may not settle any claim in a manner that imposes any obligation or admission on COEY without COEY's prior written consent.

21. Dispute Resolution; Governing Law

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT WITHIN 30 DAYS AND KEEP USING THE SOFTWARE.

21.1 Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

21.2 Right to Opt Out of Arbitration

You may opt out of all of Section 21, meaning arbitration, the class action waiver, the jury trial waiver, and the Florida forum, by emailing legal@coey.com within thirty (30) days of the date you first accepted this Agreement or, if later, within thirty (30) days of your purchase, stating your name, the email address you used to purchase, and that you opt out of Section 21.

Your notice is effective when COEY receives it. Opting out has no effect on any other provision, is not a breach, and COEY will not treat it as a reason to refuse you service or a renewal.

21.3 Informal Resolution

Before initiating arbitration or litigation, the party with a dispute shall send the other a written notice describing the dispute and the relief sought, to COEY at legal@coey.com and to you at the email address associated with your purchase or, failing that, by notice in the Software. Both parties shall attempt in good faith to resolve it for sixty (60) days. This is a condition precedent, and applicable limitations periods are tolled during it.

21.4 Binding Arbitration

Except as provided below, any dispute arising out of or relating to this Agreement or the Software shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules if you are a Consumer, and otherwise under its Commercial Arbitration Rules, as determined by the AAA. The arbitration will be conducted in Brevard County, Florida or, at your election, in the county, district, or equivalent administrative area in which you reside, or by remote or telephonic hearing. Judgment on the award may be entered in any court of competent jurisdiction. This Agreement affects interstate commerce and the Federal Arbitration Act governs this Section.

21.5 Delegation of Arbitrability

The arbitrator, and not any court, has exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, unconscionability, or formation of this Section 21, except that a court, and not the arbitrator, shall decide whether Section 21.8's class action waiver is enforceable, any claim for public injunctive relief preserved by Section 21.7, and whether a valid agreement to arbitrate was formed at all.

21.6 Exceptions

Either party may bring an individual claim in small-claims court if it qualifies and stays there.

Either party may bring an action in court for injunctive or other equitable relief for actual or threatened infringement or misuse of that party's intellectual property or confidential information, and Section 21.3 does not apply to such an action.

Either party may also seek temporary or preliminary injunctive relief in court on any other claim, pending the appointment of an arbitrator and the arbitrator's determination of the merits, after which the court's order dissolves and all further relief is determined in the arbitration.

21.7 Public Injunctive Relief

Nothing in this Agreement waives, limits, or precludes your right to seek public injunctive relief in any forum, meaning injunctive relief whose primary purpose and effect is to prohibit unlawful acts that threaten future injury to the general public. Such a claim shall be severed from arbitration, stayed pending arbitration of all other claims, and then proceed in court. This subsection is not severable from Sections 21.4 and 21.8: if it is held unenforceable, Sections 21.4 and 21.8 are unenforceable as to that claim.

21.8 Class Action Waiver

ALL DISPUTES SHALL BE ARBITRATED OR LITIGATED ONLY ON AN INDIVIDUAL BASIS. YOU AND COEY EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim alone shall be severed and proceed in court, stayed pending arbitration of all other claims, and the waiver remains in effect for all other claims.

21.9 Jury Trial Waiver

To the extent any dispute proceeds in court, and to the maximum extent permitted by law, YOU AND COEY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. This waiver is independent of, and survives any unenforceability of, the arbitration provision.

21.10 Costs of Arbitration

COEY will pay all filing, administrative, and arbitrator fees for any arbitration you commence in good faith under this Section, other than the consumer filing fee set by the AAA's Consumer Fee Schedule. Each party otherwise bears its own attorneys' fees, except where a statute or the arbitrator's award provides otherwise, and nothing here limits your right to recover attorneys' fees where a statute makes them available to a prevailing claimant. If the amount in dispute is US$25,000 or less, you may elect to have the arbitration conducted solely on documents, by telephone, or by video.

21.11 Forum for Court Proceedings

Any claim not subject to arbitration, including where you have opted out, shall be brought exclusively in the state or federal courts sitting in Brevard County, Florida, and both parties consent to personal jurisdiction and venue there, except that an individual Consumer may bring or defend claims in the courts of the place where that Consumer resides where mandatory consumer-protection law so provides, and either party may proceed in small-claims court as stated in Section 21.6.

21.12 Changes to This Section

Changes to this Section do not apply to any dispute that accrued before the change, and each material change re-opens the 30-day opt-out window in Section 21.2.

21.13 Coordinated Filings

If twenty-five (25) or more similar arbitration demands are brought against COEY by or with the assistance of the same or coordinated counsel, the parties agree the demands shall be resolved in staged proceedings: ten (10) bellwether arbitrations, five selected by each side, proceed first, and the remainder are stayed, with filing fees deferred and applicable limitations periods tolled, pending their resolution and a subsequent global mediation. The stay ends no later than 270 days after it begins. On the earlier of that date or the conclusion of the bellwethers, any stayed claimant may elect to proceed in individual arbitration immediately or to bring their claim in a court of competent jurisdiction. A court, and not the arbitrator, may enforce this subsection.

22. Export Compliance; Government Use

You shall comply with all applicable export and sanctions laws, and represent that you are not located in, and will not use the Software in or for the benefit of, any embargoed jurisdiction or prohibited party. The Software is "commercial computer software"; any use by or for the U.S. Government is subject to this Agreement pursuant to FAR 12.212 and DFARS 227.7202, with only those rights granted to all other licensees.

23. General

23.1 Entire Agreement; No Reliance

This Agreement, with the Third-Party Notices and any order terms COEY issues, is the entire agreement concerning the Software. In case of conflict, the order terms control as to fees, quantities, and refund periods only, and supersedes all prior or contemporaneous understandings, representations, and communications, whether written or oral. You acknowledge that you have not relied on any statement, representation, warranty, demonstration, or description of the Software other than those expressly set out in this Agreement. The Privacy Policy describes COEY's information practices and is not part of this Agreement.

23.2 Precedence

These Terms and the Schedule are one agreement, and they are read together. Where a term of the Schedule cannot be reconciled with a term of these Terms, the Schedule governs, and it governs only for the Software that Schedule identifies. A Schedule may add to these Terms, narrow a right these Terms grant COEY, or state something these Terms leave open. Accepting a Schedule for one Software product neither grants you rights in any other, nor changes any agreement already in force between you and COEY.

Section 7 is not subject to this Section: a third-party license governs its own component whatever these Terms or a Schedule say.

These Terms are written for Software you install and run yourself, and much of them assumes it: the license to install, the count of permitted machines, activation and deactivation, machine transfer, the prohibition on operating the Software as a hosted service, security research on your own machine, backups, portability, and deletion of copies. Where the Schedule states that COEY hosts the Software, each of those terms applies only so far as it sensibly can, and THE SCHEDULE STATES WHAT REPLACES IT. A Schedule that is silent leaves these Terms applying in full. This Section does not narrow any right these Terms give you: it prevents a term that cannot be performed from being read as one you breached.

23.3 Severability

If any provision is held unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable while preserving its intent, and the remainder stays in force. Sections 19.4 and 21.7 govern severability within their own provisions.

23.4 No Waiver

COEY's failure to enforce any provision is not a waiver of it.

23.5 Assignment

You may not assign this Agreement or your license except as permitted by Sections 5.3 and 23.10; any attempted assignment in violation of this Section is void. COEY may assign freely, including in connection with a merger, acquisition, or sale of assets.

23.6 Force Majeure

COEY is not liable for any failure or delay caused by events beyond its reasonable control.

23.7 No Third-Party Beneficiaries

Except for COEY's suppliers and licensors with respect to Sections 18, 19 and 20, there are no third-party beneficiaries to this Agreement.

23.8 Notices

COEY may provide notices via the Software, its website, or the email address associated with your purchase. Keep that address current; it is how you receive renewal reminders and price-change notices. Notices to COEY must be sent to legal@coey.com and are effective when COEY receives them.

23.9 Changes to This Agreement

COEY may update this Agreement. Material changes will be presented to you and require your affirmative acceptance before the new version of the Software is used. If you do not accept, you may continue using the version of the Software you have under the terms you accepted, and you may cancel your renewal under Section 4.4. Changes to Section 21 are further governed by Section 21.12.

23.10 Death or Incapacity

On the death or permanent incapacity of an individual licensee, the license, including the perpetual license under Section 3.3, passes automatically to the licensee's estate, personal representative, or heirs, without COEY's consent and without any transfer fee, on notice to legal@coey.com together with reasonable documentation of the death or incapacity and of the recipient's entitlement. The recipient must accept this Agreement, and the transfer does not count against the one-time transfer right in Section 5.3.

23.11 Consumer Rights

Nothing in this Agreement operates as a waiver of any right or remedy that applicable law says may not be waived. Every disclaimer, limitation, exclusion, indemnity, and waiver applies only to the maximum extent permitted by the law that applies to you. If you are a New Jersey Consumer, the provisions limiting liability, disclaiming warranties, waiving a jury trial, or requiring indemnification apply only to the extent New Jersey law permits. California Consumers may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or (800) 952-5210.

23.12 Language

This Agreement is written in English. If COEY provides a translation, the English version controls, except where local law provides otherwise. Any translation will carry the third-party license statements in the Third-Party Notices, including the FFmpeg and LGPL statements, without alteration.

Royler, LLC, d/b/a COEY 2173 Rockledge Drive, Rockledge, FL 32955, USA

General and legal notices, refunds, arbitration opt-out: legal@coey.com
Security research: security@coey.com
Open source and FFmpeg source requests: opensource@coey.com