Desktop App EULA

This Desktop Application End User License Agreement ("EULA") governs your download, installation, access, and use of the Aspect desktop application and related local software components. This EULA is between you and Aspect Ratio, Inc. ("Aspect," "we," "us," or "our"). By downloading, installing, launching, accessing, signing in from, or using the Software, you agree to this EULA. If you are using the Software on behalf of an organization, you represent that you have authority to bind that organization to this EULA. If you do not agree to this EULA, do not download, install, access, or use the Software.

1. Relationship to Other Agreements

This EULA supplements the Aspect Terms of Service available at aspect.inc/legal/terms-of-service, any applicable order form, and any other written agreement between you or your organization and Aspect. The Aspect cloud platform, websites, APIs, workspaces, customer accounts, billing, and hosted services are governed by the Terms of Service. The downloadable desktop application and related local software components are governed by this EULA. If this EULA conflicts with the Terms of Service, the Terms of Service control for the Services generally and this EULA controls for desktop-software-specific matters, unless a signed written agreement with Aspect expressly states otherwise.

2. Software Covered

"Software" means the Aspect desktop application for Mac and Windows, installers, updates, patches, documentation, and related local software components provided by Aspect. The Software may include an Electron application, local file system services, local mount functionality, background services, upload and download components, helper tools, Finder or File Explorer integrations, URL protocol handlers, update mechanisms, and other components used to connect your device to the Aspect platform.

3. License Grant

Subject to your compliance with this EULA, the Terms of Service, and any applicable order form, Aspect grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely:

As an authorized user of an Aspect customer or workspace
For your internal business purposes
In connection with the Aspect Services
In accordance with Aspect documentation, technical limits, and written instructions

Aspect reserves all rights not expressly granted in this EULA.

4. Restrictions

You may not, and may not permit or assist any third party to:

Reverse engineer, decompile, disassemble, decode, decrypt, extract source code from, or otherwise attempt to discover the source code, object code, underlying structure, algorithms, workflows, models, data structures, architecture, or technical implementation of the Software, except to the limited extent such restriction is expressly prohibited by non-waivable applicable law
Copy, modify, translate, adapt, repackage, redistribute, rent, lease, sell, sublicense, host, outsource, timeshare, or create derivative works based on the Software or any Aspect technology
Use the Software to build, train, benchmark, validate, or improve any similar or competing product, service, feature, workflow, model, dataset, or offering
Observe, monitor, test, or analyze the Software for the purpose of replicating Aspect functionality, user experience, architecture, performance, integrations, or product strategy
Bypass, disable, impair, remove, defeat, or circumvent any authentication, access control, license check, usage limit, rate limit, security measure, copy protection, local daemon control, update mechanism, or other technical restriction
Use unauthorized clients, servers, scripts, bots, emulators, protocol implementations, API wrappers, or other tools that access, emulate, intercept, or interact with the Software or Services outside interfaces Aspect expressly makes available
Remove, obscure, or alter any proprietary notice, attribution, trademark, copyright notice, or other rights notice in the Software, documentation, or related materials
Publish or disclose performance, security, reliability, availability, benchmark, or comparison tests of the Software without Aspect's prior written consent, except for confidential internal security reviews performed for your own use
Probe, scan, penetration test, or conduct vulnerability research against the Software except under a written authorization from Aspect or a published Aspect security testing policy
Use the Software in violation of applicable law, third-party rights, the Terms of Service, or this EULA

5. Local System Behavior

The Software is designed to connect your local device to the Aspect platform and to support media workflows in local editing tools. Depending on your operating system, configuration, and enabled features, the Software may:

Create a local mount or local drive that presents Aspect files through your operating system
Cache, pin, download, upload, stream, or synchronize files and metadata on your device
Install, register, or run local helpers, background services, protocol handlers, privileged helper tools, Finder extensions, File Explorer integrations, or similar operating system integrations
Request operating system permissions needed for file access, networking, login items, background services, updates, notifications, or integrations
Check for, download, and install updates
Generate local logs, diagnostics, and app metadata used to operate, secure, debug, and improve the Software

You are responsible for reviewing operating system prompts and configuring your device in a manner appropriate for your organization's security requirements.

6. Local Cache and Device Security

The Software may cache, pin, download, export, or otherwise store Content and related metadata on your device. Once Content or metadata is stored locally, Aspect has no control over and assumes no responsibility for the security of that local copy. You and your organization are responsible for:

Securing devices that install or use the Software
Managing device access controls, passwords, endpoint management, and disk encryption
Controlling who can access locally cached, pinned, downloaded, or exported files
Deleting local cache, pinned files, downloads, exports, logs, and other local data when no longer needed
Complying with your organization's retention, confidentiality, data protection, and security obligations

7. Updates

Aspect may provide updates, patches, bug fixes, security fixes, feature changes, or new versions of the Software. The Software may check for updates automatically and may download or install updates automatically or after user confirmation, depending on your configuration and operating system. Updates are part of the Software and are governed by this EULA unless Aspect provides additional terms with an update. You agree that Aspect may modify, suspend, or discontinue any Software feature at any time.

8. Telemetry, Diagnostics, and Privacy

The Software may collect and transmit information needed to operate, secure, support, debug, and improve the Software and Services, including app version, operating system, device metadata, update status, feature usage, performance information, error reports, diagnostic logs, and authentication or connectivity events. Aspect's collection and use of personal information is governed by the Aspect Privacy Policy available at aspect.inc/legal/privacy-policy. Customer Content is governed by the Terms of Service, applicable data processing terms, and your organization's agreement with Aspect.

9. Third-Party and Open Source Components

The Software may include third-party or open source components. Those components may be subject to separate license terms, notices, or attribution requirements. To the extent required by those licenses, the applicable terms and notices are provided in the Software, in accompanying documentation, or upon request. Nothing in this EULA limits rights you may have under open source licenses for open source components that are separate from Aspect proprietary software.

10. Ownership

Aspect and its licensors retain all right, title, and interest in and to the Software, Services, documentation, technology, workflows, designs, interfaces, algorithms, models, metadata systems, local components, APIs, integrations, and all related intellectual property rights. The Software is licensed, not sold. No rights are granted except for the limited rights expressly stated in this EULA.

11. Confidentiality

The Software, documentation, nonpublic APIs, SDKs, feature previews, desktop internals, local helper behavior, update mechanisms, and other nonpublic Aspect technology are Aspect proprietary and confidential information. You may not use or disclose them except as expressly permitted by this EULA, the Terms of Service, or a separate written agreement with Aspect.

12. Termination

This EULA remains in effect until terminated. Your license to the Software automatically terminates if:

You breach this EULA or the Terms of Service
Your subscription or right to use the Services expires or terminates
Your account or workspace access is suspended, revoked, or terminated
Aspect stops providing the Software or the applicable Services

Upon termination, you must stop using the Software and delete all copies of the Software in your possession or control. Sections 4, 6, 8 through 17, and any provisions that by their nature should survive will survive termination.

13. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ASPECT DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, COMPATIBLE WITH EVERY DEVICE, OPERATING SYSTEM, NETWORK, SECURITY TOOL, STORAGE CONFIGURATION, OR THIRD-PARTY APPLICATION, OR THAT ALL DEFECTS WILL BE CORRECTED.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASPECT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, CONTENT, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT ASPECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY LIMITS IN THE TERMS OF SERVICE APPLY TO THIS EULA AND THE SOFTWARE.

15. Indemnification

You agree to indemnify, defend, and hold harmless Aspect and its affiliates, officers, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use of the Software in violation of this EULA, the Terms of Service, or applicable law
Your breach of the license restrictions in this EULA
Locally cached, pinned, downloaded, exported, or otherwise locally stored Content after it is stored on your device
Your device configuration, local security controls, or failure to delete local data when required

16. Export Compliance and Government Use

The Software is subject to United States export control laws and regulations. You agree to comply with all applicable export laws and will not download, install, access, or use the Software from any jurisdiction where doing so would violate applicable law. The Software is commercial computer software developed exclusively at private expense. If acquired by or on behalf of a United States government agency, the Software is provided with only those rights customarily provided to the public under this EULA.

17. General

This EULA is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any dispute arising out of or related to this EULA or the Software shall be resolved exclusively in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of such courts. If any provision of this EULA is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. Aspect may update this EULA from time to time. When we make material changes, we will provide notice as required by the Terms of Service or applicable law. Your continued use of the Software after the effective date constitutes acceptance of the updated EULA. You may not assign or transfer this EULA or your rights under it without Aspect's prior written consent. Aspect may assign this EULA freely without restriction. You acknowledge that a breach of Sections 3, 4, 10, or 11 may cause Aspect irreparable harm for which monetary damages may be inadequate. Aspect may seek injunctive or equitable relief for any actual or threatened breach of those sections, in addition to any other rights or remedies available at law or in equity.

18. Contact

If you have questions about this EULA, contact us at legal@aspect.inc. For legal notices, write to: Aspect Ratio, Inc., Attn: Legal, 169 Madison Ave STE 46302, New York, NY 10016.