End User License Agreement

End User License Agreement (EULA) for Commercial Plans

IMPORTANT NOTICE: Carefully review this End-User License Agreement (EULA) before installing or engaging with the Software.

This EULA forms a binding legal contract between you (or the organization you represent, hereinafter referred to as the “Licensee”) and Blackstone Studio LLC (“Licensor”), regarding the use of all software products and related documentation provided by Blackstone Studio LLC (collectively, “the Software”).

By procuring, installing, duplicating, or in any way utilizing the Software, you acknowledge having read this agreement, understanding its contents, and consenting to adhere to its terms and conditions. Should you act on behalf of an organization, you affirm possessing the requisite authority to bind said organization to these terms and conditions.

Should you disagree with any part of these terms and conditions, or lack the authority to bind you or your organization, you must refrain from installing, copying, using, evaluating, or in any manner engaging with any portion of the Software.

1. Definitions

“Blackstone Studio LLC” refers to the legal entity offering this software, located at 30 N. Gould St. Ste R, Sheridan WY 82801, United States.
“Website” encompasses all digital properties operated by Blackstone Studio LLC, including but not limited to https://blackstone.studio and https://bestudio.dev.
“Licensee” identifies the individual or organization entering into this agreement.
“Licensor” is now Blackstone Studio LLC, the proprietor and distributor of the Software.
“Effective Date” marks the commencement of this agreement. This is the date of the software purchase.
“Software” consists of the copyrighted materials provided under this EULA by Blackstone Studio LLC.
“License Term” denotes the period the license remains valid, commencing on the Effective Date and extending for a minimum of 12 months.
A “production environment” is defined as any setting in which the end product is accessible and operational for end-users.

2. License

2.1. License Grant

As compensation for the license fee outlined at https://bestudio.dev/pricing/ or as otherwise mutually agreed upon, Blackstone Studio LLC (the “Licensor”) hereby grants the Licensee and its subsidiaries and affiliates (collectively referred to as “Affiliates”) a license to install and utilize the Software.

This license provides the Licensee and its Affiliates a worldwide, non-exclusive, non-transferable, sublicensable (with the sublicensing conditions specified below), royalty-free right, starting from the Effective Date. This license permits the use of the most recent version of the Software and any previous versions that have been released.

The specifics of the license provided will vary based on the license model chosen by the Licensee, with two (2) distinct License models available for selection. The entitlement to software updates is delineated under Section 7, titled “Updates.”

2.2. Deployment

The Licensee is allowed to include the Software in a bigger project and give others permission to use it under a limited license.

The Licensee must make sure that any such permission given to others (and by their Affiliates) is in writing and follows the rules of this agreement closely. Importantly, those who receive the Software from the Licensee can’t give others permission to use it. The Licensee is not allowed to use the Software in any project that competes with the Software, either directly or indirectly.

To be clear, the Licensee cannot use the Software for creating development toolkits, libraries, application builders, website builders, user interface design tools, or any project meant for developers or designers to use. This is not allowed unless the Licensee gets written permission from the Licensor.

2.3. Restrictions

The Licensee is not allowed to sell, rent, lend, distribute, assign, transfer, share, give away, or change the ownership of the Software in any way.

2.4. License Key

To make sure the Licensee follows this agreement, the Software might need a license key to work. If a license key is needed:

(a) The Licensor will give the Licensee a valid license key.

(b) The Software will alert the Licensee if it’s being used in a way that doesn’t match this agreement.

For example, if the Licensee uses a version of the Software that came out after their license ended.

It’s important to know that just having a license key doesn’t mean you can use the Software under any conditions. The key helps manage use but must be used as outlined in this agreement.

2.5. Third Party Use

The Licensee can let its agents, contractors, and anyone they outsource to (“Permitted Third Party”) use the Software, but only for the Licensee’s work and following this agreement. The Licensee is responsible for making sure these third parties follow the agreement. If a third party breaks any rules of this agreement, it will be considered as if the Licensee broke those rules.

2.6. Software Plans

The Licensor offers the Software under different plans and licenses. This agreement covers the specific terms for the Pro and Premium plans. Some parts of the Software might rely on code that is freely available (MIT licensed). There are features in the Software that are exclusive to the Premium plan. For a detailed comparison, please look at the plan comparison table.

3. License Model

3.1. Selecting a License Model

Licensees have the option to choose between two licensing models: Initial Purchase or Annual Update License. Initially, the purchase grants 12 months of updates, after which continued access to updates requires an Annual Update License. The Initial Purchase model is the default selection.

3.2. Initial Purchase License

3.2.1. Use Outside of Production: To work on the code of projects utilizing the Software, the Licensee must have an active license. This license is active for 12 months following the initial purchase, covering all updates within this period.

3.2.3. Continued Use After Initial Term: After the 12-month period, the Software can still be used, but access to new updates or versions requires an Annual Update License.

3.3. Annual Update License

After the initial 12-month period from the Initial Purchase, Licensees can opt for an Annual Update License to continue receiving software updates. This model ensures ongoing access to the latest versions and enhancements of the Software.

Note: Our model does not include a perpetual license option. After the initial 12 months of updates included with the first purchase, Licensees must acquire an Annual Update License to access further updates.

4. Source Code

4.1. Availability: The Licensor will provide the Software in source code form. You can find the source code available online in GitHub, access will be granted upon purchase.

4.2. Making Changes: The Licensee and any of its partners are allowed to modify the Software’s source code for their own use, following this agreement’s rules.

4.3. Support for Modifications: If the Licensee or its partners change the Software’s source code, the Licensor is not required to provide support for those changes. Modifications are not covered by the warranty.

5. Trial Licenses

Our licensing model does not include a trial period option. To use the Software in any capacity, a license must be obtained from the outset.

6. Payment

6.1. Agreement on Fees

The Licensee agrees to pay the fee for the Software as listed on the website https://bestudio.dev/pricing/ or as provided in a quote when the agreement was made.

6.2. Payment Terms

The fee is due when the Licensee receives an invoice from the Licensor.
Each invoice must be paid within 15 days from its date, unless a different arrangement is agreed upon in writing.
Payments should be made through approved methods.
If payments are late, the Licensor may add interest of 1% per month or the maximum allowed by law, whichever is less. If the Licensor has to collect late payments, the Licensee will cover the costs, including attorney fees.
Payments are in U.S. Dollars unless stated otherwise.

6.3. Taxes

The listed fees do not include any value-added tax (VAT), which the Licensee will pay at the legal rate if required. The Licensee is also responsible for any other taxes, duties, or similar charges.

7. Updates

7.1. Maintenance

From the start date of your license, you’re entitled to receive all software updates and upgrades without any extra cost for the duration of your license.

7.2. Renewal

You have the option to extend your license for more time to keep developing with the software and get new updates and upgrades.

7.3. Discontinuation

The Licensor may decide to stop offering the software or parts of it at any time, but we’ll let you know beforehand. If something you’re using is discontinued, we’ll still support it according to this agreement.

8. Support

8.1. Initial Support Period

You get technical support for the Software for any period you’ve paid for support, starting from the date you bought the license and continuing throughout the license term.

8.2. Support Plans

You can choose between two types of support when you buy the software: “Standard Support,” which is included by default, and “Priority Support,” which is an additional paid service. The details of what each plan offers are outlined on our pricing page and in a separate document called the Service Level Agreement for Technical Support.

8.3. Changing Support Plans

You have the flexibility to upgrade your support plan anytime during your current support period, assuming we still offer the upgraded service level.

Upgrading your support plan will apply to the current period of your support without extending its overall duration. This means your support end date won’t change just because you choose a higher level of support.

8.4. Renewing Support

Whenever you renew your software maintenance, your support service will be renewed as well, ensuring continuous technical assistance.

9. Warranties

9.1. Legal Authority

Both parties confirm they have the legal right to make this agreement.

9.2. Intellectual Property

The Licensor guarantees that the Software doesn’t violate any intellectual property rights like patents, trade secrets, or trademarks and is not currently facing any legal action for such issues.

9.3. Software Integrity

The Licensor warrants that the Software does not contain harmful elements like malware or viruses that could damage your data or interfere with your use.

9.4. Working as Described

For 12 months from the start date, the Licensor warrants the Software will work as described in the documentation. If there’s a problem, the Licensor will try to fix it as long as you let us know within that year. If we can’t fix it, we might end your license and refund your payment for the Software.

Note: We don’t guarantee features labeled as “unstable” or “experimental,” or those in alpha or beta stages, to work flawlessly.

9.5. Limitation on Warranties

Apart from the promises explicitly made, we’re providing the Software “as is,” meaning the Licensor is not responsible for any other guarantees, including how well it works for your specific needs, its continuous operation without errors, or its availability. Any warranty not allowed to be excluded by law will only apply to the minimum extent required by law.

10. Limitation of Liability

10.1. Damage Limitations

Both parties agree that, to the fullest extent the law allows, neither will be held liable for any indirect, special, incidental, or consequential damages arising from the use or inability to use the Software. This includes, but isn’t limited to, loss of profits, business interruption, loss of business information, or any other financial loss, even if advised of the possibility of such damages.

10.2. Software Performance

The Licensee acknowledges that the Software might not perform correctly all the time and could result in inaccurate outputs due to software defects or misuse by the Licensee. Beyond the specific warranty concerning intellectual property rights as detailed in section 9.2, the Licensee is solely responsible for any consequences of using the Software. This includes taking on the risk for any software failures or inaccuracies.

10.3. Cap on Liability

Regardless of the issue’s cause or the type of claim, the maximum liability of each party under this agreement is limited to the amount the Licensee paid for the Software. This cap on liability does not apply if the Software’s failure results from misuse, such as accidents, abuse, unauthorized alterations, or improper application by the Licensee. However, this limitation does not affect the obligations under indemnification clauses, meaning it doesn’t apply to the duty to defend and cover costs related to intellectual property infringement claims.

11. Indemnification

11.1. Licensor’s Indemnification Obligations

The Licensor will defend, indemnify, and hold the Licensee harmless against claims alleging that the Software infringes any copyright, patent, trademark, trade secrets, or other intellectual property rights. This protection is contingent upon the Licensee promptly notifying the Licensor in writing upon becoming aware of such claim and cooperating fully in the defense. The Licensor will bear all costs associated with defending such a claim, and the Licensee has the option to participate in the defense at their own expense.

11.2. Licensee’s Indemnification Obligations

The Licensee agrees to indemnify, defend, and hold the Licensor and its officers, directors, employees, agents, and representatives harmless from any claims, losses, liabilities, or expenses, including reasonable attorneys’ fees, arising from any third-party claim due to or resulting from the Licensee’s material breach of this agreement. This includes ensuring the Licensor is not financially burdened by legal actions stemming from the Licensee’s use of the Software in a manner that violates the terms of this agreement.

12. Termination

12.1. Termination for Breach

This agreement can be ended by either the Licensor or the Licensee with a written notice if:

(a) There’s a significant breach of the agreement’s terms that cannot be fixed.

(b) A significant breach can be fixed, but isn’t corrected within 30 days after a written request.

(d) There’s a failure to perform any obligations under this agreement for more than 30 days.

A breach is considered fixable if actions can be taken to restore the situation to how it was before the breach occurred, excluding the timing of the breach.

12.2. Termination for Convenience

The Licensee has the right to end this agreement at any time for any reason, but will not receive a refund or credit for any fees already paid.

12.3. Effect of Termination

Upon termination, the Licensee must immediately stop using the Software, delete all copies, and ensure that any third parties authorized by the Licensee do the same.

12.4. Survival After Termination

Certain provisions will continue to apply even after the agreement ends. This includes any clauses about the use of the Software, warranties, confidentiality, liability limits, indemnification, and any obligations to pay accrued fees. These are designed to naturally extend beyond the termination to enforce the agreement’s intentions.

13. Choice of Law

This agreement shall be governed by and construed in accordance with the laws of the United States, specifically the state of Wyoming. Should any dispute, controversy, or claim arising out of this agreement not be settled through good-faith negotiations between the parties, it shall be submitted to the jurisdiction of the courts within Sheridan, Wyoming for resolution.

14. Force Majeure

Neither party will be held responsible for any delay or failure in performing any obligation under this agreement (except for the obligation to make payments) due to events beyond their reasonable control. This includes, but is not limited to, shortages of labor, materials, or equipment, delays from vendors or suppliers, natural disasters (fire, flood, earthquake), acts of war, terrorism, epidemics, pandemics, and civil disturbances.

15. Refunds

The license fee paid by the Licensee is non-refundable, regardless of whether the Licensee ceases using the Software, or discontinues using or accessing any support and updates provided.

16. Personal Data

16.1 Privacy Policy

The detailed privacy policy outlines how the Licensor, acting in its capacity as a data controller, processes the personal data of its customers and community members.

16.2 Data Security

The Licensor commits to secure storage and handling of all information collected from the Licensee, employing reasonable and appropriate data security measures. The Licensor ensures that it will not lend, lease, sell, or in any manner market the collected personal or licensing information to third parties.

17. Confidentiality

17.1. Obligations

(a) Each party agrees to keep the other’s confidential information received under this agreement strictly confidential.

(b) Confidential information will only be used to fulfill obligations under this agreement, unless both parties agree otherwise in writing.

Exceptions to Confidential Information

Confidential information does not include data that:

(a) Is already known by the public when it’s shared.

(b) Is received legally from another source that has the right to share it.

(d) Was already known by the receiving party before this agreement was made.

(e) Is developed independently by the receiving party, proven by written records, without relying on the disclosing party’s confidential information.

17.2. Required Disclosure

If a party is legally required to share the other’s confidential information (by law or court order), it must notify the other party in advance, unless legally prohibited, and follow any protective orders or similar legal requirements.

18. Miscellaneous

18.1. Notices

All notices under this agreement should be clearly marked as “Legal Notices” and sent to the designated email address, which for the purpose of maintaining closeness to the original copy, is legal@blackstone.studio.