EULA ShotList 2 End User License Agreement
This Agreement sets out the terms between you (the "Customer") and L'espace Vision Co., Ltd. ("L'espace Vision") under which L'espace Vision licenses the software "ShotList 2", together with the accompanying "ShotPlayer", the thumbnail extensions for each operating system and the command-line edition (collectively, the "Licensed Software"). By installing the Licensed Software, entering a license key or using the Licensed Software, you agree to be bound by this Agreement.
Article 1 (General)
1. The Licensed Software is protected by the copyright laws of Japan and other countries, by international treaties on copyright and related rights, and by other laws on intellectual property.
2. The Licensed Software is licensed, not sold, to the Customer by L'espace Vision under the terms of this Agreement. No copyright or other intellectual property right in the Licensed Software is transferred to the Customer.
Article 2 (How the Licensed Software is sold — Merchant of Record)
1. The right to use the Licensed Software is sold as a subscription (a time-limited right of use). No perpetual license is sold.
2. Sales of the Licensed Software (order processing, payment, issuing invoices and receipts, calculating and remitting consumption tax, VAT and other taxes, and processing refunds) are handled by Polar Software Inc. ("Polar") as the Merchant of Record acting as L'espace Vision's reseller. The name of Polar may appear on your card statement.
3. In addition to this Agreement, Polar's Terms of Service and Privacy Policy (shown during checkout) apply to payment, billing and refunds. Where this Agreement and Polar's terms conflict, Polar's terms prevail for payment, billing, refunds and taxes, and this Agreement prevails for the terms of use of the Licensed Software.
4. L'espace Vision receives from Polar the Customer's name, email address, order details and the issuance and validity of license keys. The Licensed Software does not handle the Customer's credit card details.
Article 3 (License)
1. Subject to the terms of this Agreement, L'espace Vision grants the Customer a non-exclusive, non-transferable right to use the Licensed Software for the term of the subscription.
2. The right of use granted by this Agreement is one of the following, depending on the type of license purchased.
- Single-user license (subscription edition): one Customer (one subscription = one license key) may install and use the Licensed Software on up to three computers used by that Customer personally (the "Designated PCs"). The license is granted to an individual (one person) and may not be shared by several people. Within the same organization, each person who uses the Licensed Software needs their own subscription.
- Multi-user license (Production edition sold directly by L'espace Vision): one license is required per computer (Designated PC); there is no limit on the number of people who use that Designated PC (several people may use it in turn). One license may not be used on more than one computer. In either case, to replace a Designated PC, deactivate the license from the "License" screen of the Licensed Software first.
3. The subscription term and fee are those of the plan shown on Polar's checkout page at the time of purchase (for example 1 month, 3 months or 1 year). The subscription renews automatically at the end of each term and the fee for the same term is charged. If you do not wish to renew, cancel from Polar's customer portal before the next renewal date. After cancellation you may continue to use the Licensed Software until the end of the period already paid for, after which the right of use ends as set out in Article 7.
4. The Licensed Software checks with Polar over the Internet that the subscription is valid. If the check cannot be made (for example offline), the Licensed Software may still be used for 20 days from the last successful check. After that, the main functions of the Licensed Software stop until the next successful check.
5. Trial: L'espace Vision may issue a free 14-day trial license key so that the Customer can evaluate the Licensed Software before purchase. A trial key is issued once per Customer (one email address or one customer account). During the trial, the Production-only features (Article 5, paragraph 4) and add-on features are not available. When the trial ends, the main functions of the Licensed Software stop until a paid license key is entered.
Article 4 (Restrictions)
1. The Customer shall not sublicense, lend, lease, assign or otherwise allow any third party to use the Licensed Software or the license key.
2. The Customer shall not publish the license key or share it with any third party. Under a single-user license, using one subscription for several people (passing the key to another person, letting other people use it on a shared computer, or assigning the three Designated PCs to different people) is a breach of this Agreement. Under a multi-user license, using one license on any computer other than the Designated PC is a breach of this Agreement.
3. The Customer shall not circumvent, disable or modify the license activation, expiry checks or feature restrictions of the Licensed Software.
4. The Customer shall not use the Licensed Software to infringe the copyright or other rights of L'espace Vision or any third party.
5. The Customer shall use the third-party software bundled with the Licensed Software (Article 5, paragraph 2) only as part of the Licensed Software and shall not extract it for any other purpose.
Article 5 (Rights in the Licensed Software, third-party software, editions)
1. All rights in the Licensed Software, including copyright, belong to L'espace Vision. Apart from the right of use granted under this Agreement, the Customer has no rights in the Licensed Software other than the following:
- the right to reverse engineer and relink the LGPL libraries bundled with the Licensed Software (Qt, FFmpeg and others) to the extent permitted by those licenses (rights under LGPLv3 / LGPLv2.1; see the bundled THIRD_PARTY_NOTICES.txt).
2. The Licensed Software includes third-party software from Blackmagic Design Pty. Ltd. (Blackmagic RAW SDK), RED.COM, Inc. (R3D SDK), Arnold & Richter Cine Technik GmbH & Co. Betriebs KG (ARRI Image SDK) and others. This software is redistributed under the respective license terms; the copyrights and trademarks belong to their respective owners. These third parties do not warrant or endorse the Licensed Software. Details are given in THIRD_PARTY_NOTICES.txt.
3. Playback and thumbnail generation of Apple ProRes RAW require the codec provided by Apple Inc. (Windows: Apple ProRes RAW for Windows; macOS: included in the operating system). This codec is not bundled with the Licensed Software; the Customer installs it after agreeing to Apple's license terms. Likewise, Sony X-OCN on macOS requires a Media Extension provided by a third party that the Customer installs. Without the codec, the Licensed Software shows a simplified picture with incorrect colour, or "unsupported", for that format.
4. The functions available differ by edition (the plan purchased). The "Production-only features", such as the Nuke / NukeStudio / Hiero, DaVinci Resolve and Adobe After Effects integrations, are available only to Customers who purchased the Production edition sold directly by L'espace Vision (multi-user license, Article 3, paragraph 2) or the Production add-on (a subscription, single-user license), for both Windows and macOS. The Production add-on is added after the base license has been activated and may be used on the same computers as the base license. This includes the Microsoft Store edition. L'espace Vision may in future sell additional features as add-ons (separate subscriptions).
5. Support for formats that require a third-party SDK agreement (such as Sony X-OCN) may be limited to the period during which L'espace Vision holds that agreement.
Article 6 (Limited warranty and liability)
1. L'espace Vision does not warrant that the Licensed Software is free of errors, bugs or other defects, or that it is fit for the Customer's particular purpose.
2. If the Customer notifies L'espace Vision of an error, bug or other defect during the subscription term, L'espace Vision will make reasonable efforts to correct it. Corrections are provided as updated versions of the Licensed Software (in-app update or download from the distribution site).
3. The Licensed Software is intended for read-only viewing, listing and export of camera footage and does not write to the original footage. Writing to the output locations chosen by the Customer (xlsx, .shotlist files, thumbnails and so on) is done at the Customer's instruction; L'espace Vision is not responsible for overwriting existing files at those locations.
4. Except in cases of wilful misconduct or gross negligence by L'espace Vision, L'espace Vision is not liable for lost profits, loss of data, business interruption or other indirect, incidental or special damages arising from the use of, or inability to use, the Licensed Software. L'espace Vision's total liability is limited to the amount the Customer paid for the subscription in the 12 months preceding the event giving rise to the damage.
5. Refunds are subject to Polar's refund policy.
Article 7 (Termination)
1. If the Customer breaches any term of this Agreement, L'espace Vision may terminate this Agreement immediately and revoke the license key through Polar.
2. If the subscription ends by cancellation, expiry or non-payment, the right of use under this Agreement ends.
3. On termination under the preceding two paragraphs, the Customer shall promptly stop using the Licensed Software, shall remove the Licensed Software from the Designated PCs within two weeks of the termination date and, if L'espace Vision so requests, shall provide L'espace Vision with a written confirmation of removal.
4. Output created by the Customer with the Licensed Software (xlsx, .shotlist files and so on) remains the Customer's after termination.
Article 8 (Personal data and communications)
1. To activate and verify the license, the Licensed Software sends the license key, an activation identifier and a one-way hash that identifies the Designated PC to Polar. The Customer's email address is neither stored nor displayed in the Licensed Software.
2. The Licensed Software does not send the Customer's footage, its contents, file names or metadata to L'espace Vision or Polar.
3. Information the Customer provides to Polar at purchase is handled under Polar's Privacy Policy and L'espace Vision's Privacy Policy (https://www.lespace.co.jp/aboutus/privacy-policy).
Article 9 (Survival)
Articles 1, 4, 5, 6, 7 (paragraphs 3 and 4), 8, 9 and 10 survive termination of this Agreement.
Article 10 (Miscellaneous)
1. This Agreement is governed by the laws of Japan.
2. If the Customer takes the Licensed Software outside Japan, the Customer shall comply with all applicable domestic and foreign export control regulations, laws and orders.
3. This Agreement does not unreasonably alter the Customer's rights under consumer protection laws, including the Consumer Contract Act of Japan.
4. If any provision of this Agreement is held invalid by law, the remaining provisions remain in force.
5. L'espace Vision may revise this Agreement together with updates of the Licensed Software. The revised Agreement applies from the first use of the revised version of the Licensed Software.
6. Matters not provided for in this Agreement, and any doubt as to its interpretation, shall be resolved by good-faith consultation between L'espace Vision and the Customer.
7. In case of any discrepancy, the Japanese version of this EULA prevails.