LICENSE AGREEMENT

Last Updated: 2025-11-9

IMPORTANT: READ THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE METAPHOTOAI SOFTWARE ("SOFTWARE"). BY INSTALLING, COPYING, OR USING THE SOFTWARE, YOU ("LICENSEE") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

1. Grant of License

Subject to the terms and conditions of this Agreement, MetaPhotoAI ("Licensor") hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to install and use the Software solely for personal or internal business purposes.

2. Restrictions on Use

Licensee shall not:

  • Modify, adapt, translate, or create derivative works based on the Software.
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.
  • Rent, lease, lend, sell, redistribute, or sublicense the Software.
  • Use the Software to develop a competing product or service.
  • Remove, alter, or obscure any proprietary notices or labels on the Software.
  • Use the Software in any unlawful manner or for any illegal purpose.

3. Ownership

The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein.

4. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO LICENSEE'S USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE, IF ANY.

6. AI-Generated Content and Accuracy

The Software utilizes artificial intelligence to generate metadata and other content. LICENSEE ACKNOWLEDGES AND AGREES THAT AI-GENERATED CONTENT MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. LICENSOR MAKES NO GUARANTEES OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY AI-GENERATED CONTENT. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE USE OF SUCH CONTENT AND AGREES TO INDEPENDENTLY VERIFY ANY INFORMATION BEFORE RELYING ON IT FOR ANY PURPOSE.

7. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, agents, and employees from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Licensee's use or misuse of the Software.
  • Violation of any term of this Agreement.
  • Infringement of any intellectual property or other rights of any person or entity.

8. Termination

This Agreement is effective until terminated. Licensor may terminate this Agreement immediately, without prior notice, if Licensee fails to comply with any term of this Agreement. Upon termination, Licensee must cease all use of the Software and destroy all copies in Licensee's possession or control.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Connecticut, and the parties hereby consent to personal jurisdiction and venue therein.

10. No Class Actions

Licensee agrees that any disputes arising out of or related to this Agreement or the Software will be resolved individually, and Licensee will not participate in any class action or collective lawsuit against Licensor.

11. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement shall remain in full force and effect.

12. Entire Agreement

This Agreement constitutes the entire agreement between Licensee and Licensor concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

13. Amendments

Licensor reserves the right to modify or replace this Agreement at any time. If a revision is material, Licensor will provide at least 10 days' notice prior to any new terms taking effect. Continued use of the Software after any such changes constitutes acceptance of the new Agreement.

14. Waiver

No failure or delay by Licensor in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.

15. Assignment

Licensee may not assign or transfer this Agreement or any rights or obligations herein without the prior written consent of Licensor. Licensor may assign this Agreement without restriction.

16. Export Compliance

Licensee agrees to comply with all applicable export and import laws and regulations. The Software may not be exported or re-exported to certain countries or individuals prohibited by law.

17. Acknowledgment

BY INSTALLING, COPYING, OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ AND UNDERSTOOD THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

Contact Information

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

MetaPhotoAI
Email: hello@metaphotoai.io