1 Who this is between
The parties
These Terms & Conditions ("Terms") are a binding agreement between [LEGAL ENTITY NAME], of [REGISTERED ADDRESS] ("Torchweave", "we", "us"), and the individual or organisation that creates an account, downloads the software, or buys a licence ("you", the "Licensee").
They cover the Torchweave desktop application, the Torchweave capture app for mobile devices, this website, your account, and any splats we host on your behalf (together, the "Service").
By creating an account, installing the software, or activating a licence key, you accept these Terms. If you are accepting on behalf of a company, you confirm you have the authority to bind it, and "you" means that company.
If you do not accept these Terms, do not install or use the Service.
2 Definitions
The words that carry weight
| Term | Meaning |
|---|---|
| Software | The Torchweave desktop application and companion capture app, in object-code form, including any updates 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. See clause 4. |
| Activation | The one-time online step that binds a Seat to a specific computer. |
| Output | The 3D models, splats, images, video and project files you produce with the Software. |
| Input | The photos, video and other material you feed into the Software. |
| Published Asset | Any Output you upload to us for hosting and embedding on the web. |
| Service Subscription | The renewable yearly entitlement to new versions, support and hosted storage. It is separate from the licence: the licence is what makes the Software run, the Service Subscription is what keeps it growing and keeps your splats served. |
| Subscription Period | The 12 months a Service Subscription runs for. Your first one is included in the purchase price; later ones are optional and bought yearly. |
3 Your licence
What you are actually buying
The licence for the Software itself is set out in full in the End User Licence Agreement, which you accept when you install or activate it. This clause summarises it and adds the commercial terms. Where the two differ on a question about using the Software, the EULA prevails; on your account, payment, hosting and Published Assets, these Terms prevail.
You are buying a licence to use the Software. You are not buying the Software itself. We and our suppliers retain all intellectual property rights in the Software, the website, our branding, and everything we have built. Nothing in these Terms transfers ownership of any of it to you.
3.1 What the licence grants
Subject to your compliance with these Terms 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;
- use, sell, publish, license and distribute that Output freely (see clause 11).
3.2 "Perpetual" means perpetual
A paid licence does not expire. When your Subscription Period ends, the version of the Software you hold keeps working, permanently, on the Seats you hold, with no further payment. What lapses is the Service Subscription — your entitlement to new versions, to support, and to hosted storage. Your right to use the version you already have is untouched.
If you let the subscription lapse, the Software keeps working exactly as it does today — you simply stop receiving new versions, and we stop hosting your published splats (clause 12.5 explains the notice and grace period for that). We cannot switch off a licence you paid for because you declined to renew; the only reasons we can switch one off are in clause 18.
3.3 Editions
| Edition | Price | What it includes |
|---|---|---|
| Open beta | $0 | Issued automatically to every account while the beta is open. The full product — capture, build, edit, export, publishing and embedding — on up to 2 Seats. Provided on the beta terms in clause 14, which prevail over this clause during the beta. |
| Free | $0 | The full capture-to-3D pipeline for viewing in-app. No export and no embedding. Does not expire. No support commitment. |
| Paid editions | [TBD — not on sale] | Paid editions are not yet on sale and have no published price. Their names, contents and prices are set before launch and will appear here; nothing in these Terms offers them for sale today. Beta participants are told first and receive the founder pricing confirmed to them. |
| Enterprise Pro | By agreement | Negotiated terms for larger deployments — additional Seats, extended hosting and any bespoke provisions are set out in a separate written agreement, which prevails over this clause where the two differ. |
Every paid edition includes a Service Subscription for the first 12 months in its purchase price. The seat count and the licence itself are permanent; the updates, support and hosted storage shown against an edition run on that subscription and continue only while it is renewed (clauses 7.2 and 12.5).
Prices are in [CURRENCY — USD?] and exclude any sales tax, VAT or GST, which is added at checkout where applicable. Renewal pricing is [TBD — set before launch].
4 Seats & activation
A Seat is a computer, not a person
4.1 What a Seat is
A Seat is one computer authorised to run the Software at any one time. Your Licence Key grants the number of Seats shown in your account. Every edition ships with one Seat unless an Enterprise Pro agreement says otherwise.
We license the machine, not the individual. Any employee, contractor or member of the Licensee's organisation may use an activated computer. We do not count people, we do not require named users, and we will never audit your headcount.
4.2 Activation and the hardware lock
The Software must be activated online once. On activation, the Seat is bound to a hardware fingerprint of that specific computer, and we issue a cryptographically signed licence token which is cached locally on that machine.
After activation the Software works offline. It re-checks its licence with our servers once per launch when a connection is available; if our servers are unreachable, or the check fails for any transient reason, the Software continues to run normally on the cached token. A network outage on our side or yours will not lock you out of your own work.
4.3 Moving a Seat to a different computer
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. This is deliberately self-service: if you replace a PC, upgrade a graphics card, or reinstall Windows, you should not have to ask our permission.
If a machine dies without being deactivated, contact us and we will release the Seat. We do not charge for this and we do not limit how often you may ask, provided the requests are consistent with ordinary hardware replacement.
4.4 Substantial hardware changes
The hardware fingerprint may stop matching after major component changes. This is expected and is not a fault. Reactivate, or contact support if the Seat count blocks you.
5 Transfer & resale
The licence is non-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, to any other person or organisation. You may not transfer your account by handing over the account credentials, which amounts to the same thing and is equally prohibited.
Any purported transfer is void, and we may revoke a Licence Key we reasonably believe has been transferred, offered for sale, or listed on a resale marketplace.
We may, at our sole discretion and in writing, permit a transfer in genuine cases of business succession — for example a sole trader incorporating, or a merger where the whole business changes hands. This is a discretion, not an entitlement, and we are not obliged to exercise it.
We may assign or transfer these Terms, in whole or in part, to a successor in connection with a merger, acquisition or sale of assets, on notice to you.
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;
- circumvent, disable, tamper with or attempt to defeat the licensing, activation, seat-limit or revocation mechanisms, or use a key, patch or tool intended to do so;
- use 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;
- offer the Software itself as a hosted or managed service to third parties, or make it available for use by anyone other than 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 Service to build, train or improve a competing product, including by using it to generate training data for that purpose;
- use the Service in breach of any applicable law, export control or sanctions regime.
7 Billing & payment
Buy the software once; the service renews yearly, by choice
7.1 How charges work
There are two things you can pay us for, and it matters which is which:
| What | How it is charged |
|---|---|
| The licence (makes the Software run) | A single, one-time charge. Never recurring. Once bought, it is permanent — see clause 3.2. |
| The Service Subscription (new versions, support, hosted storage) | Included free for the first 12 months with a licence purchase. After that, an optional yearly charge to continue it. |
There is no per-scan charge, no per-model charge and no per-export charge, on either.
Nothing auto-renews. We do not keep a card on file to charge, and we will never take a payment you have not actively made. If you do nothing when a Subscription Period ends, it simply lapses — you are not billed, and the Software keeps working.
Payment is taken at the time of purchase through our payment processor. We do not receive or store your full card details. Your Licence Key is issued to your account once payment clears.
7.2 Renewing the Service Subscription
After your included 12 months you may, if we offer it, buy a further Subscription Period. This is optional and opt-in: we will invite you to renew, and you renew by actively buying, not by failing to cancel.
Declining costs you nothing and changes nothing about the licence you already hold. It does end your entitlement to new versions and to support, and it ends hosting on the timetable in clause 12.5. You may start a fresh Subscription Period later at the price current at that time; we do not charge back-dated fees for the gap.
7.3 Taxes
Prices exclude sales tax, VAT, GST and equivalent charges. Where we are required to collect them, they are shown and added at checkout. Where you are required to account for them, you are responsible for doing so. You are responsible for any withholding taxes, bank charges or currency conversion costs.
7.4 Price changes
We may change our prices at any time. A change never affects a purchase you have already made. If you took part in the open beta, the founder pricing we confirmed to you is honoured at launch.
7.5 Chargebacks
If you initiate a chargeback or payment dispute, we may suspend the associated Licence Key and any Published Assets until the dispute is resolved. If you think you have been charged in error, contact us first — it is faster.
8 Refunds
Try it free first, then buy with a safety net
The Free edition exists so you can run the entire pipeline on your own products, on your own hardware, before spending anything. We strongly recommend you do — it is the only reliable way to confirm the Software runs well on your machine.
Even so, we offer a full refund within [14] days of purchase, for any reason, provided you have not exported or published more than a nominal amount of Output under the paid licence. Email support@torchweave.com with your account email and we will process it.
On a refund, the Licence Key is revoked, all Seats are deactivated, the included Service Subscription ends, and any Published Assets hosted under that licence are removed. Because a refund reverses the whole purchase, the grace period in clause 12.5 does not apply — download anything you want to keep before requesting one.
A renewal of a Service Subscription is refundable on the same [14]-day terms. Refunding a renewal returns you to the lapsed state: the Software keeps working, and hosting follows the clause 12.5 timetable from the date the previous period ended.
Where you are a consumer, this policy is in addition to, and does not limit, your statutory cancellation rights.
9 Updates & subscription
New versions while your subscription runs
While a Service Subscription is active you get every update we release — bug fixes, performance work and new features alike. You may install them, and you keep the right to use any version released in that window permanently, even after the subscription ends. Versions you received do not expire or roll back.
When a Service Subscription lapses you are no longer entitled to updates of any kind, including bug fixes and security fixes. We may still choose to make a critical fix available to all users, but we are under no obligation to, and you should not buy on the assumption that we will. Resuming a subscription restores access to the current version.
We do not promise any particular feature, release cadence or roadmap item. Statements about future functionality on our website, in changelogs or in conversation are indications of intent, not commitments, and you should buy on the basis of what the Software does today.
We may discontinue or change features between versions. If a change would materially reduce core functionality you rely on, you may keep running the version you have — that is the point of a perpetual licence.
10 Support
Specifically what "support" means
Support is provided by email while your Service Subscription is active, in English, during our normal business hours.
10.1 What is included
- help with installation, activation and Seat problems;
- investigation of reproducible bugs and defects, and fixes where we judge them practical;
- guidance on using features the Software already has, including capture technique and settings that affect quality;
- help with publishing, embedding and hosted assets;
- account, licence and billing questions.
10.2 Response targets
| Edition | Channel | Target first response |
|---|---|---|
| Free | Community resources and documentation | No individual commitment |
| Pro | Email support | 2 business days |
| Enterprise | Priority email support | 1 business day |
These are targets, not guarantees. They describe how quickly we aim to reply first; they are not a service level agreement, they do not commit us to resolve an issue in any timeframe, and missing one is not a breach of these Terms and carries no credit, refund or other remedy. If you need a contractual SLA, that is available under an Enterprise Pro agreement.
10.3 What is not included
- training courses, onboarding programmes or consultancy;
- custom development, bespoke features or paid-for roadmap priority;
- producing, editing, cleaning up or retouching your models for you;
- recovery of lost, corrupted or deleted project data;
- support for your hardware, operating system, graphics drivers, network or third-party software, including the platforms you embed our Output into;
- on-site or telephone support;
- support for the Free edition beyond community resources;
- support for versions of the Software more than [two] major releases behind current, or for accounts with no active Service Subscription.
10.4 Your side of it
We can only help with what we can reproduce. Please send the steps, your hardware and driver versions, the application log, and where relevant the input images. We may ask for a sample dataset; we will use it only to diagnose your issue and will delete it when we are done.
11 What you make is yours
We claim nothing in your work
You own your Input and you own your Output. We claim no ownership, no licence and no interest in the photos you capture, the models you build, or anything you make with the Software. There is no revenue share, no attribution requirement and no royalty. You may use, sell, modify, publish and distribute your Output however you like, including commercially, including after your Service Subscription ends, and including if you later stop using Torchweave.
The single exception is what you actively ask us to host: by uploading a Published Asset you grant us the limited licence in clause 12.3, purely so that we can serve it. That licence ends when you unpublish.
You are responsible for having the rights to your Input — that you own the objects, scenes, artwork and property you capture, or have permission to capture them, and that doing so does not infringe anyone's copyright, trademark, privacy or image rights.
12 Publishing & hosting
When we serve your splats for you
Paid editions can publish Output to us so it can be embedded on your own website with a single line of HTML.
Hosting is part of the Service Subscription, not of the licence. It is included for the 12 months that come with your purchase, and it continues for as long as you keep the subscription running. It is not a permanent entitlement of the perpetual licence, and it is the one part of the product that stops if you choose not to renew. Clause 12.5 sets out exactly what happens and how much warning you get.
12.1 Storage allowance
| Edition | Hosted storage |
|---|---|
| Free | None — publishing is not available |
| Pro | 1 GB |
| Enterprise | 10 GB |
| Enterprise Pro | As agreed |
Bandwidth is not metered, but it is offered on a fair-use basis. If a Published Asset draws traffic far beyond ordinary product-page use, or the load materially affects other customers, we may rate-limit it and will contact you to agree a sensible arrangement before taking anything down.
12.2 Public by design
Published Assets are served from public URLs so that browsers can load them. They are unlisted — we do not publish a directory of them — but they are not secret, not access controlled, and not encrypted. Anyone with the URL can view and download the model. Do not publish anything confidential.
12.3 The licence you grant us
For each Published Asset, you grant us a non-exclusive, worldwide, royalty-free licence to store, copy, cache, reformat and transmit it, solely to host and deliver it on your behalf. We will not use your Published Assets for marketing, promotion or any other purpose without asking you first. The licence ends when you unpublish the asset or close your account.
12.4 Removal, retention and backups
You may unpublish any asset at any time from the Published splats page. Removal is immediate and permanent, and there is no undo; caches and copies at intermediate networks may persist for a short period afterwards.
Hosting is not backup. We keep no archival copy of your work and make no commitment to retain, restore or recover it. Keep your own copies of every project file and export.
12.5 What happens to hosting if your subscription lapses
Hosting runs on your Service Subscription (clause 7.2). If you choose not to renew, we do not cut you off on the day it expires. The sequence is:
| When | What happens |
|---|---|
| [30] days before expiry | We email you that the subscription is ending and that hosted assets are affected. You can renew, or download everything, at any point from here on. |
| Expiry | Nothing breaks. Your embeds carry on serving. You stop receiving new versions and support. |
| Expiry + [30] days | The grace period ends and we stop serving your Published Assets. Embeds on your site will stop displaying from this point. Your files are still held, and renewing restores them. |
| Expiry + [90] days | We delete the stored files. After this, renewing means re-publishing from your own copies. |
We will send at least one further reminder during the grace period, to the email address on your account. It is your responsibility to keep that address current and reachable.
This affects hosting only. Your licence, the Software, your projects and your exported files are untouched at every stage above — they are standard files on your own PC, and lapsing does not reach them. You can keep publishing your Output anywhere else, by any other means, forever (clause 11).
Because deletion is permanent and hosting is not backup (clause 12.4), keep your own copy of anything you have published. Your account's Published splats page lets you download every hosted asset at any time, including during the grace period.
12.6 Availability
We aim to keep hosting available and fast, but we do not guarantee uptime. Hosting may be interrupted for maintenance, upgrades, or reasons outside our control. If we ever decide to retire hosting altogether, we will give you at least [90] days' notice so you can move your assets. Your licence to use the Software is not affected by hosting being unavailable.
13 Acceptable use
What we won't host
You must not use the Service, and must not upload any Published Asset, that:
- infringes anyone's intellectual property, privacy or publicity rights;
- is unlawful, defamatory, harassing, or depicts sexual content involving minors;
- contains malware, or is used to distribute malware, phishing pages or fraud;
- captures identifiable people without the consent required where you are;
- is used to attack, overload or probe our infrastructure or anyone else's.
We may remove any Published Asset that breaches this clause, with notice to you where practical and without notice where the breach is serious or urgent. Repeated or serious breaches are grounds for termination under clause 18. If you believe content we host infringes your rights, contact legal@torchweave.com with enough detail to identify it and we will act promptly.
14 Beta & free tier
Extra caveats while we're in open beta
During the open beta the Software is free and fully featured. In exchange, and in addition to everything else in these Terms:
- the Software is provided as-is, with no warranty and no support commitment;
- it may contain defects, may change substantially, and may lose features between builds;
- project files and hosted assets 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, and Output produced with it is for evaluation in-app — you must hold a paid licence to use Output commercially.
15 Data & privacy
What leaves 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 our Privacy Policy, which forms part of these Terms.
16 Warranty disclaimer
The limits of what we promise
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, is your remedy.
Beyond that, and to the maximum extent the law allows, the Service is provided "as is" and "as available", 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, and without limiting the above, 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.
- the Service will be uninterrupted, timely, secure or error-free.
Nothing in these Terms 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 these Terms do not affect.
17 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 these Terms and the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total amount you actually paid us — for the licence, for any Service Subscription, or for anything else — in the 12 months before the event giving rise to the claim, or [$100] if you paid us nothing in that period.
You are responsible for maintaining backups of your Input, Output and project files. We are not liable for their loss.
18 Suspension & termination
When a licence can be switched off
We may suspend or revoke a Licence Key, and remove Published Assets, if:
- you materially breach these Terms — in particular clause 5 (transfer and resale), clause 6 (restrictions) or clause 13 (acceptable use);
- payment fails, is reversed, or is the subject of a chargeback;
- the key was obtained fraudulently or through a fraudulent payment;
- you have been refunded;
- we are required to by law.
Where the breach is capable of being 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 before revoking anything. Where the breach is serious, fraudulent, or exposes us or other customers to risk, we may act immediately.
You may stop using the Service at any time and may close your account by contacting us. Closing your account removes your Published Assets and does not, by itself, entitle you to a refund.
On revocation, your right to use the Software ends and you must uninstall it. Output you lawfully created before revocation remains yours, and clause 11 continues to apply to it.
Clauses 11, 16, 17, 20 and any accrued payment obligations survive termination.
19 Changes to these terms
How we change the deal
We may update these Terms as the product and the law change. The current version is always at this URL, with its effective date at the top.
For material changes we will give you at least [30] days' notice by email to your account address, or by a notice in the Software. Changes apply from the effective date and are not retroactive.
A change to these Terms 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. If you do not accept a change, your remedy is to stop using the Service; the version of the Software you already hold continues to be licensed to you under the Terms in force when you bought it.
20 General
The standard clauses
Governing law. These Terms are 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. These Terms, together with the Privacy Policy and any Enterprise Pro agreement, are the entire agreement between us about the Service, and replace anything said or written beforehand. Where an Enterprise Pro agreement conflicts with these Terms, that agreement prevails.
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.
Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control.
Third parties. No one other than you and us has any right to enforce these Terms.
Export control. You confirm you are not located in, and will not use the Software in, a country or by a person subject to sanctions or export restrictions that would prohibit it.
Third-party components. The Software includes open-source components licensed to you under their own terms, listed in the notices file distributed with the Software. Where those terms conflict with these for that component, they prevail for that component alone.
21 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.