End User Licence Agreement

How to read this Shaded boxes like this one are plain-English summaries. They are here to help you understand the clause next to them — they are not part of the contract, and if a summary and the actual clause ever disagree, the clause wins.

1 Accepting this licence

What you are agreeing to, and when

This End User Licence Agreement ("EULA") is a binding agreement between [LEGAL ENTITY NAME], of [REGISTERED ADDRESS] ("Torchweave", "we", "us"), and the individual or organisation that installs or uses the Software ("you", the "Licensee").

You accept this EULA by doing any of the following, whichever happens first:

installing the Software;
activating a Licence Key;
running the Software.

If you are accepting on behalf of a company, you confirm you have authority to bind it, and "you" means that company. If you do not accept this EULA, do not install or use the Software, and if you have already installed it, uninstall it.

2 How this fits with the Terms

Two documents, two jobs

Our Terms & Conditions cover your account, purchases, billing, support and anything we host for you. This EULA covers the software itself — the copy running on your computer.

They are written to agree with one another. If they ever conflict:

on a question about installing or using the Software, this EULA prevails;
on a question about your account, payment, hosting or published assets, the Terms & Conditions prevail;
where a separate signed Enterprise Pro agreement exists, that agreement prevails over both.

Our Privacy Policy explains how we handle personal data and forms part of both documents.

In plain English This page is about the program. The Terms are about the shop, the account and the cloud. You are covered by both; they are not meant to say different things, and where they do, the rule above says which one wins.

3 Definitions

The words that carry weight

Term	Meaning
Software	The Torchweave desktop application and the Torchweave capture app for mobile devices, in object-code form, including any updates, patches and documentation we supply.
Licence Key	The unique code issued to your account that authorises use of the Software.
Seat	One computer authorised to run the Software at any one time.
Activation	The one-time online step that binds a Seat to a specific computer.
Input	The photos, video and other material you feed into the Software.
Output	The 3D models, splats, images, video and project files you produce with the Software.

4 The licence we grant

A licence to use, not a sale of the software

4.1 What you get

Subject to your compliance with this EULA and to payment in full, we grant you a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable licence to:

install and run the Software on the number of Seats shown in your account;
use it for commercial purposes, including client work and work for hire;
create unlimited Output, with no per-model, per-scan or per-export fee;
make a reasonable number of backup copies of the installer for your own use.

4.2 "Perpetual" means perpetual

A paid licence does not expire. The version of the Software you hold keeps working, permanently, on the Seats you hold, with no further payment. What can lapse is the yearly Service Subscription described in the Terms & Conditions — your entitlement to new versions, to support and to hosted storage. Letting it lapse does not switch off the Software you already have.

In plain English Buy it once, and the build you own keeps running forever — offline, on your machine, with no recurring fee. The subscription buys you future versions and cloud hosting, not the right to keep using what you already paid for.

4.3 The licence is not transferable

Your licence, Licence Key and account are personal to you. You may not sell, resell, rent, lease, lend, sublicense, assign, gift or otherwise transfer them, in whole or in part, including by handing over your account credentials. Any purported transfer is void. Clause 5 of the Terms & Conditions sets out the limited business-succession discretion and the consumer-law position in full, and applies here unchanged.

5 Seats & activation

A Seat is a computer, not a person

A Seat is one computer authorised to run the Software at any one time. We license the machine, not the individual: anyone in the Licensee's organisation may use an activated computer. We do not count people and we will never audit your headcount.

The Software must be activated online once. On activation, the Seat is bound to a hardware fingerprint of that computer and we issue a cryptographically signed licence token, cached on that machine. After activation the Software works offline. It re-checks its licence once per launch when a connection is available; if our servers are unreachable or a check fails for any transient reason, the Software carries on normally from the cached token. A network outage will not lock you out of your own work.

You may move a Seat between computers you control, as often as you need, at no cost — deactivate the old machine from the Your account page, then activate the new one. If a machine dies without being deactivated, contact us and we will release the Seat free of charge. Major hardware changes may stop the fingerprint matching; that is expected, not a fault, and you simply reactivate.

In plain English One licence, one PC at a time — but it is your PC and you can change it whenever you like. Replacing a graphics card or reinstalling Windows should never require our permission.

6 What you may not do

Restrictions

Except to the extent the law expressly permits it despite this clause, you may not:

copy the Software except for a reasonable number of backup copies;
reverse engineer, decompile or disassemble the Software, or attempt to derive its source code;
modify, adapt, translate or create derivative works of the Software;
circumvent, disable, tamper with or attempt to defeat the licensing, activation, seat-limit or revocation mechanisms, or use a key, patch, generator or tool intended to do so;
run one Seat on more machines than it authorises, or share a Licence Key outside your organisation;
remove, obscure or alter any copyright, trademark or licence notice, in the Software or in anything it produces;
offer the Software itself as a hosted, remote-access or managed service to third parties, or make it available to anyone outside the Licensee's own personnel — running a service bureau that produces Output for clients is expressly permitted; reselling access to the Software is not;
use the Software to build, train or improve a competing product, including by using it to generate training data for that purpose;
use the Software in breach of any applicable law, export control or sanctions regime.

Where the line is Use it to make things for anyone you like, for money, without limit — that is the whole point. What you cannot do is hand the program itself, or access to it, to people who have not licensed it from us.

7 Who owns what

We keep the software; you keep your work

The Software is licensed, not sold. We and our suppliers retain all intellectual property rights in the Software, its source code, its algorithms, its interface, our branding and our documentation. Nothing in this EULA transfers ownership of any of it to you, and all rights not expressly granted in clause 4 are reserved.

Nothing in this EULA gives you any right to use our name, logos or trademarks, except to state truthfully that your work was made with Torchweave.

8 Your Input & your Output

What you make is yours

You own your Input and you own your Output. We claim no ownership of, and no licence over, the photos and video you feed in or the models, splats, images and project files that come out. You may use, sell, publish, license and distribute your Output freely, including commercially, with no royalty, attribution requirement or per-asset fee to us.

Output produced under the Free edition is for evaluation in-app and does not include export, publishing or embedding; a paid licence is required to use Output commercially. Beta builds are covered by clause 12.

You are responsible for holding the rights to your Input — that you may photograph the subject, and that doing so does not infringe anyone's copyright, trademark, privacy or image rights. The Software runs on your computer and does not check this for you.

Where you choose to upload Output to us for hosting or embedding, the hosting terms and the limited licence we need to serve those files are in clause 12 of the Terms & Conditions.

9 Updates & versions

New builds, and the one you already have

While your Service Subscription is current you may install any new version we release. Each version you install is licensed under the EULA published with it; the version you already hold stays licensed under the EULA in force when you installed it.

Updates are offered, not forced: the Software will tell you a new build exists and let you choose. We may stop supporting older versions, and we do not guarantee that project files written by a newer version can be opened by an older one.

10 Open-source components

Other people's code, under their own terms

The Software includes third-party and open-source components, each licensed to you under its own terms. Those components are listed, with their licences, in the notices file distributed with the Software. Where a component's licence conflicts with this EULA, that licence prevails for that component alone — including any right it gives you to reverse engineer or modify it, which clause 6 does not restrict.

11 What the Software sends us

Licensing only — your images stay on your machine

Torchweave processes your photos and builds your models entirely on your own computer. Your Input never leaves your machine unless you choose to publish an asset or send us a dataset for support.

The Software does communicate with us for licensing. On activation, and once per launch, it sends your Licence Key, a hardware fingerprint, the application version and your IP address, and receives a signed licence token. That is what enforces Seats and revocation. It does not send your images, models or project contents.

Our handling of personal data is set out in the Privacy Policy.

12 Beta & free builds

Free, fully featured, and provided as-is

During the open beta the Software is free and fully featured. In exchange, and in addition to everything else in this EULA:

it is provided as-is, with no warranty and no support commitment — clause 14.1 does not apply to beta builds;
it may contain defects, may change substantially, and may lose features between builds;
project files created during the beta may not survive format changes — keep your source photos;
we may end the beta, change what the free tier includes, or move features behind a paid edition, at any time and without notice;
founder pricing confirmed to beta participants will be honoured at launch.

The Free edition itself does not expire. It does not include export, publishing or embedding.

13 Term & termination

When a licence can be switched off

This EULA starts when you first accept it and, for a paid licence, continues indefinitely unless terminated under this clause.

We may suspend or revoke a Licence Key if you materially breach this EULA — in particular clause 4.3 (transfer) or clause 6 (restrictions) — if payment fails, is reversed or is charged back, if the key was obtained fraudulently, if you have been refunded, or if we are required to by law. Where the breach can be fixed and is not serious, we will tell you what the problem is and give you a reasonable opportunity — normally [14] days — to fix it first. Where it is serious or fraudulent, we may act immediately.

We cannot switch off a licence you paid for because you declined to renew a Service Subscription. The reasons above are the only ones.

You may terminate at any time by uninstalling the Software and destroying your copies.

On termination your right to use the Software ends and you must uninstall it. Output you lawfully created before termination remains yours, and clause 8 continues to apply to it. Clauses 7, 8, 14, 15 and 18 survive.

14 Warranty disclaimer

The limits of what we promise

14.1 What we do warrant

We warrant that we have the right to grant this licence, and that the Software will perform substantially as described in our documentation. If it does not, tell us — fixing it, or refunding you under clause 8 of the Terms & Conditions, is your remedy. This clause does not apply to beta or free builds (clause 12).

14.2 What we do not warrant

Beyond clause 14.1, and to the maximum extent the law allows, the Software is provided "as is", and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. In particular, we do not warrant that:

the Software will run on any particular computer, GPU, driver version or Windows build;
reconstruction will succeed on any given subject — results depend heavily on capture technique, lighting and the material properties of what you photograph, and reflective, transparent and featureless surfaces are genuinely difficult;
Output will reach any specific level of visual quality, accuracy or dimensional correctness. Do not rely on Output for measurement, engineering, survey, forensic, navigational, medical or safety-critical purposes.

Nothing in this EULA excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded. If you are a consumer, you have statutory rights that this EULA does not affect.

15 Limitation of liability

The cap

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill, business, contracts, anticipated savings, or for loss or corruption of data, however caused, even if advised of the possibility.

Our total aggregate liability arising out of or in connection with this EULA and the Software, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total amount you actually paid us in the 12 months before the event giving rise to the claim, or [$100] if you paid us nothing in that period. This cap is shared with, and not additional to, the cap in clause 17 of the Terms & Conditions: the two documents do not stack.

In plain English This is a low-cost tool. If something goes wrong, the most you can recover from us is roughly what you paid us in the last year. Keep your own backups, and don't build a business-critical process on any software — ours included — without one.

You are responsible for maintaining backups of your Input, Output and project files. We are not liable for their loss.

16 Export control & sanctions

Where the Software may go

You confirm that you are not located in, and will not use or export the Software in or to, a country, or by or to a person, subject to sanctions or export restrictions that would prohibit it, and that you will comply with all applicable export control laws.

17 Changes to this licence

How we change the deal

We may publish a new version of this EULA as the product and the law change. The current version is always at this URL, with its effective date at the top. A new EULA applies to versions of the Software released after its effective date; the copy you already hold stays licensed under the EULA in force when you installed it.

A change cannot revoke a perpetual licence you have already paid for, reduce the Seats you bought, or introduce a recurring charge for software you already own.

18 General

The standard clauses

Governing law. This EULA is governed by the laws of [JURISDICTION], and the courts of [JURISDICTION] have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual property. If you are a consumer, you keep the benefit of any mandatory protections of the law where you live.

Entire agreement. This EULA, the Terms & Conditions, the Privacy Policy and any Enterprise Pro agreement are the entire agreement between us about the Software, and replace anything said or written beforehand.

Severability. If any provision is found unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed, and the rest stands.

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

Assignment. You may not assign this EULA. We may assign it to a successor in connection with a merger, acquisition or sale of assets, on notice to you.

Third parties. No one other than you and us has any right to enforce this EULA.

US Government users. The Software is "commercial computer software" supplied with restricted rights; any use by a US Government entity is governed by this EULA.

19 Contact

Talk to a human

Support and licensing: support@torchweave.com
Legal, privacy and infringement notices: legal@torchweave.com

[LEGAL ENTITY NAME]
[REGISTERED ADDRESS]
[COMPANY REGISTRATION NUMBER, if applicable]

If something in here is unclear or seems unfair, email us. We would rather explain it than have you agree to something you do not understand.