End User License Agreement

Licensor: EVERBLACK Co., Ltd. ("Enchant", "we", "us"), a company organized under the laws of the Republic of Korea.

Product: the Enchant Dashboard desktop application, the Enchant Engine, bundled plug-ins, and related software, runtimes, updates, and documentation (collectively, the "Software"), together with the online services made available through it (including account, cloud sync, Teams collaboration, and AI analysis features) (collectively, the "Service").

IMPORTANT - READ CAREFULLY. This End User License Agreement ("Agreement") is a legal agreement between you (an individual or a single entity, "you") and Enchant. By downloading, installing, copying, accessing, or using the Software or the Service, you agree to be bound by this Agreement. If you do not agree, do not download, install, access, or use the Software or the Service.

If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

1. Definitions

1.1 "Affiliates" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

1.2 "Suppliers" means the third parties that own or license the proprietary software development kits, runtime libraries, codecs, models, and other materials incorporated in or relied on by the Software, including, without limitation, RED.COM, LLC (R3D / REDCODE RAW), Blackmagic Design Pty. Ltd. (Blackmagic RAW), Arnold and Richter Cine Technik GmbH and Co. Betriebs KG (ARRI) (ARRIRAW / ARRI Image SDK), Codex (Codex HDE), NVIDIA Corporation (CUDA / TensorRT runtimes), and other licensors, together with their respective licensors. The materials owned or licensed by the Suppliers are the "Third-Party Components".

1.3 "Your Content" means the media files, footage, audio, images, project files, metadata, text, and other materials that you upload to, store in, process through, transmit by means of, or otherwise provide to the Software or the Service.

1.4 "Subprocessors" means the Affiliates and third-party service providers that Enchant engages to host, store, transmit, or process data in order to provide the Service, including cloud-hosting and cloud-based AI providers.

2. License Grant

2.1 Subject to your continued compliance with this Agreement (and, where applicable, payment of the applicable subscription or usage fees), Enchant grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on devices you own or control, solely for your internal business or personal media-production purposes.

2.2 The Software is licensed, not sold. You receive only the rights expressly granted in this Agreement. All rights not expressly granted are reserved by Enchant and its Suppliers and licensors. No right or license is granted by implication, estoppel, or otherwise.

2.3 You may make a single copy of the Software solely for backup purposes, to be used only to restore the licensed installation. You may not otherwise reproduce the Software.

3. Restrictions

You must not, and must not permit any third party to:

(a) distribute, sell, resell, sublicense, rent, lease, loan, lend, host, or provide the Software (in whole or in part) to any third party, or use it in a service-bureau, time-sharing, or managed-service arrangement;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, algorithms, or file formats of the Software or of any component, library, codec, model, or file format incorporated in or supported by the Software, except to the limited extent this restriction is expressly prohibited by applicable law;

(c) modify, adapt, translate, or create derivative works of the Software, or remove, alter, or obscure any copyright, trademark, or other proprietary notices;

(d) extract, isolate, repackage, or redistribute any library, runtime, AI model, model weights, or encrypted model container (including .encb files), or other component bundled with the Software for use outside of, or independently from, the Software;

(e) circumvent, disable, or interfere with any license-enforcement, authentication, security, attestation, watermarking, or usage-metering feature of the Software;

(f) share, sublicense, transfer, sell, or resell your account, account credentials, subscription entitlements, or usage credits ("coins"), or pool, combine, or resell access across users not authorized under your subscription;

(g) use the Software in violation of any applicable law or regulation, or to infringe the rights of any third party; or

(h) extract, copy, decrypt, recover, reconstruct, derive, or train on the AI models, model weights, embeddings, or model containers (including .encb files) used by or distributed with the Software, or use any of them to develop, train, evaluate, or improve any other or competing model, product, or service.

4. Third-Party Components, Codecs, and Suppliers

4.1 The Software incorporates and relies on proprietary software development kits, runtime libraries, codecs, models, and other Third-Party Components owned or licensed by the Suppliers, as defined in Section 1.2.

4.2 Enchant grants you a limited, non-transferable, non-sublicensable right to use the Third-Party Components solely as integrated within and necessary to operate the Software. You obtain no separate or independent right in any Third-Party Component, and no other right or license is granted by implication, estoppel, or otherwise.

4.3 You and Enchant acknowledge that Enchant, its Suppliers, and their respective licensors retain all right, title, and interest in and to the Software and the Third-Party Components, including all intellectual property rights therein. Without limiting the foregoing, the AI models, model weights, embeddings, and model containers (including .encb files) used by or distributed with the Software are the confidential information and trade secrets of Enchant and its licensors, and you obtain no right or license in them except as strictly necessary to run the Software as permitted by this Agreement.

4.4 If any feature of the Software requires separate or additional software, runtimes, drivers, or codecs supplied by a Supplier or other third party in order to function, you are solely responsible for obtaining a valid license to, and complying with the terms governing, such third-party software, and your use of it must be in accordance with the license agreement that accompanies it.

4.5 You are further solely responsible for obtaining and complying with any patent, royalty, codec, or other license that may be required for your use of any codec or media technology bundled with, supported by, or used through the Software, including without limitation AVC / H.264, HEVC / H.265, and proprietary RAW codecs (such as REDCODE RAW, Blackmagic RAW, ARRIRAW, and Codex HDE). Enchant does not grant, and is not responsible for procuring, any such patent or royalty license on your behalf.

4.6 The Suppliers and their licensors disclaim all warranties with respect to the Third-Party Components to the same extent set out in Section 9, and the limitations of liability in Section 10 apply to, and are expressly for the benefit of, the Suppliers and their licensors.

4.7 Open-source components included in the Software are licensed under their own terms; the applicable notices and license texts are provided in the accompanying "Third-Party Notices" file, which prevails over this Agreement to the extent of any conflict for those specific components.

5. Subscriptions, Coins, Fees, and Payment

5.1 Certain features (including AI analysis, cloud sync, and Teams collaboration) require an account, an active subscription, and/or consumption of coins. Fees, billing, and the specifics of each plan are as presented at the point of purchase and in any applicable service terms, which are incorporated by reference.

5.2 Prepayment and consumption. Subscriptions and coins are prepaid. Coins are consumable and are deducted as you use metered features. Coins have no cash value, are not a deposit, and (except as required by mandatory consumer law; see Section 5.7) are not redeemable for cash.

5.3 Auto-renewal and recurring billing. Where you purchase a recurring subscription, you authorize Enchant and its payment processors to charge your designated payment method on a recurring basis at the then-current rates until you cancel, in accordance with the billing cycle presented at purchase. You may cancel future renewals as described in the Service. This Section is subject to any mandatory pre-renewal notice, consent, and cancellation rights that apply to you.

5.4 Price changes. Enchant may change fees or introduce new charges on prior notice; changes apply to billing periods beginning after the notice period. Your continued use after the effective date constitutes acceptance, subject to your right to cancel.

5.5 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes and duties arising from your purchase or use, excluding taxes based on Enchant's net income.

5.6 Non-refundability. Except where mandatory consumer-protection law requires otherwise, consumed coins and elapsed subscription periods are non-refundable, and fees are non-refundable where the relevant cause arises from your fault or breach.

5.7 Consumers carve-out. Nothing in this Section limits any non-waivable statutory refund, withdrawal, or cancellation right you may have as a consumer under applicable law; such rights prevail over this Section to the extent they apply.

5.8 Late or failed payment. If a payment is late, fails, is reversed, or is charged back, Enchant may suspend or terminate your account or affected features, and may recover amounts owed (including for coins or services already provided) and reasonable collection costs, to the extent permitted by law.

5.9 Account security. You are responsible for the security of your account credentials and for all activity under your account. Notify Enchant promptly of any unauthorized use.

6. Your Content and Data

6.1 Ownership. As between you and Enchant, you retain all ownership of Your Content. Enchant claims no ownership of Your Content.

6.2 License to operate the Service. You grant Enchant and its Subprocessors a worldwide, non-exclusive, royalty-free, sublicensable (solely to Subprocessors for the purposes below) license to host, store, cache, reproduce, transmit, transcode, display, and process Your Content, and to generate derived metadata, indexes, and embeddings from it, solely to provide, operate, secure, and improve the Service, including enabling Teams sharing and collaboration features you choose to use and providing AI analysis features. This license is limited to the purposes described in this Agreement.

6.3 Duration. The license in Section 6.2 ends when you delete the relevant content or your account is terminated, except that (a) residual copies may persist in routine backups for a limited period until overwritten in the ordinary course, and (b) Enchant may retain and process content and derived data as required to comply with law or to exercise or defend legal claims.

6.4 Your warranties. You represent and warrant that you own or have all rights, licenses, consents, and releases necessary to upload and process Your Content through the Service, and that Enchant's and its Subprocessors' processing of Your Content as permitted by this Agreement will not infringe or violate any third party's intellectual property, privacy, publicity, or other rights. This Section is subject to your indemnification obligations in Section 12.

6.5 AI and automated analysis. Outputs of AI and automated-analysis features (including slate detection, transcription, matching, and metadata generation) are probabilistic, may be incomplete or inaccurate, and are provided for assistance only. They are not a substitute for your professional judgment, and you are solely responsible for independently verifying any output before relying on it.

7. Acceptable Use and Suspension

7.1 Prohibited use. You must not use the Software or the Service to (a) upload, store, transmit, or process content that is unlawful, infringing, defamatory, or that violates any third party's rights; (b) circumvent or interfere with any licensing, authentication, attestation, watermarking, security, or usage-metering mechanism; (c) share, resell, or pool accounts, credentials, subscriptions, or coins in violation of Section 3(f); (d) scrape, crawl, harvest, or systematically extract data from the Service; or (e) overload, probe, penetration-test (without authorization), disrupt, or attempt to gain unauthorized access to the Service or its infrastructure.

7.2 Enforcement. Enchant may investigate suspected violations and may, to the extent permitted by law, remove or disable access to content, throttle or limit usage, suspend, or terminate (immediately in the case of a serious or repeated breach, or where required to protect the Service, other users, or third parties) your access, and may report unlawful activity to the appropriate authorities. Where a suspension or termination results from your fault or breach, no refund is due except as required by mandatory consumer law.

8. Accounts, Updates, and Beta Features

8.1 Updates. Enchant may provide updates, upgrades, or modifications to the Software from time to time. This Agreement governs all such updates unless accompanied by a separate license. Enchant has no obligation to provide support, updates, or to continue offering any feature, and may modify or discontinue features at its discretion, subject to any mandatory consumer rights.

8.2 Beta and pre-release. Features identified as beta, preview, pre-release, evaluation, or similar ("Beta Features") are provided on an "AS IS" and "AS AVAILABLE" basis for evaluation, may be changed or discontinued at any time, may not be supported, and may be less reliable than generally available features. You use Beta Features at your own risk, including the risk of data loss, and Enchant disclaims all warranties and liability for Beta Features to the maximum extent permitted by law.

9. Disclaimer of Warranties

THE SOFTWARE, THE SERVICE, AND THE THIRD-PARTY COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ENCHANT, ITS SUPPLIERS, AND THEIR LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AND RELIABILITY. ENCHANT AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS, OR THAT THEY WILL MEET YOUR REQUIREMENTS. YOU DOWNLOAD AND USE THE SOFTWARE AND THE SERVICE AT YOUR OWN DISCRETION AND RISK AND ARE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA. THIS SECTION IS SUBJECT TO SECTION 11 (MANDATORY LAW).

10. Limitation of Liability

10.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ENCHANT, ITS SUPPLIERS, OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 TO THE FULLEST EXTENT PERMITTED BY LAW, ENCHANT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICE WILL NOT EXCEED THE LESSER OF (A) THE AMOUNTS YOU PAID TO ENCHANT FOR THE SOFTWARE OR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $100. IF YOU HAVE PAID NOTHING IN THAT PERIOD, ENCHANT'S AGGREGATE LIABILITY WILL NOT EXCEED USD $0, EXCEPT THAT WHERE APPLICABLE LAW REQUIRES A MINIMUM RECOVERY THAT CANNOT BE EXCLUDED, THE CAP WILL BE NO LESS THAN USD $50.

10.3 Supplier liability isolation. Notwithstanding the general cap in Section 10.2, the aggregate liability of each individual Supplier and its licensors arising out of or relating to this Agreement, the Software, or the Third-Party Components will not exceed the lower of (a) the general cap in Section 10.2 or (b) the minimum amount required by that Supplier's license terms, and in no event will it exceed US$100 per Supplier. Each Supplier's liability is several and not joint, and is determined separately for that Supplier.

10.4 Third-party beneficiaries. The Suppliers and their licensors are intended third-party beneficiaries of Sections 3, 4, 9, 10, 12, and 13, and may enforce those Sections directly against you.

10.5 Essential basis. The limitations and exclusions in this Section, together with the disclaimers in Section 9, form an essential basis of the bargain between you and Enchant and survive even if a remedy fails its essential purpose. This Section is subject to Section 11 (Mandatory Law).

11. Mandatory Law (Non-Waivable Liability)

11.1 Nothing in this Agreement excludes or limits liability for, or any rights arising from: (a) willful misconduct or gross negligence; (b) death or personal injury caused by negligence; (c) fraud or fraudulent misrepresentation; or (d) any other liability or right that cannot be excluded or limited under applicable law, including non-waivable consumer-protection rights.

11.2 The disclaimers, exclusions, and limitations in Sections 9 and 10 (and elsewhere in this Agreement) apply only to the maximum extent permitted by applicable law and are read down accordingly. If any such provision is held unenforceable as to a particular claim or party, it remains in full force as to all other claims and parties.

12. Indemnification

12.1 To the fullest extent permitted by applicable law, you will defend, indemnify, and hold harmless Enchant, its Affiliates, and the Suppliers and their licensors (including, without limitation, RED.COM, LLC, Blackmagic Design Pty. Ltd., ARRI, Codex, and NVIDIA Corporation), and their respective officers, directors, employees, and agents (collectively, the "Indemnified Parties"), from and against any third-party claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) Your Content, or your use of the cloud sync, Teams collaboration, or AI analysis features;

(b) your breach of this Agreement, including the restrictions in Section 3 and the acceptable-use terms in Section 7;

(c) your violation of any applicable law or regulation, or of any third party's intellectual property, privacy, publicity, or other rights; and

(d) any claim brought by a Supplier or its licensor against any Indemnified Party arising from your use of the Software, the Service, or the Third-Party Components, or from your breach of this Agreement.

12.2 Enchant may, at its option and your expense, assume the sole defense and control of any matter subject to indemnification by you, in which case you will cooperate with Enchant. You may not settle any matter in a manner that imposes any obligation or admission on an Indemnified Party without that party's prior written consent.

12.3 Consumer limitation. Where you are a consumer, your indemnification obligations under this Section apply only to the extent the relevant claim arises from your own fault, breach, or wrongful act, and only to the extent permitted by applicable law.

12.4 This Section survives termination of this Agreement.

13. Payment, IP, and Breach Obligations Not Limited

The disclaimers, exclusions, and limitations of liability in Sections 9 and 10 do not limit, reduce, or excuse: (a) your obligation to pay amounts due under Section 5; or (b) your liability for infringing or misappropriating the intellectual property of Enchant or any Supplier or its licensors, or for breaching Section 3 (Restrictions) or Section 7 (Acceptable Use).

14. Data Protection and Privacy

14.1 Privacy Policy. Enchant's processing of personal data is described in the Enchant Privacy Policy, available at https://aienchant.com, which is incorporated into this Agreement by reference.

14.2 Cross-border transfer. The Service stores and processes data on Enchant servers (including at aienchant.com) and via Subprocessors, some of which may be located outside your country of residence. You consent to the transfer, storage, and processing of your data, including Your Content and associated metadata, in those locations for the purposes of providing the Service.

14.3 Data processing for business users. If you use the Service for business purposes and Enchant processes personal data on your behalf, that processing is subject to a data processing agreement (DPA) made available by Enchant, which governs in the event of conflict with this Section as to such processing.

14.4 Footage of individuals. You represent and warrant that, where Your Content includes the likeness, voice, or personal data of identifiable individuals, you have obtained all consents and releases required for that content to be uploaded to and processed by the Service, including by AI features.

14.5 Telemetry. You consent to Enchant's collection and processing of diagnostic, crash, configuration, hardware and GPU-fingerprint (for license attestation and integrity verification), and usage data, for the purposes of operating, securing, enforcing the license terms of, and improving the Software and the Service. Telemetry handling is further described in the Privacy Policy.

15. Export Compliance, Encryption, and Government Rights

15.1 The Software and Third-Party Components may be subject to the export-control and sanctions laws and regulations of the Republic of Korea, the United States, and other applicable jurisdictions. You agree to comply with all such laws, and you represent that you are not located in, under the control of, or a national or resident of any embargoed or restricted country, and are not on any government restricted-party list. You will not export, re-export, or transfer the Software except in compliance with such laws.

15.2 Encryption notice. The Software contains and uses encryption technology (including AES-256-GCM symmetric encryption and ECDH key exchange). Such technology may be subject to export, import, and use restrictions in some jurisdictions. You are responsible for complying with all such restrictions applicable to you.

15.3 The Software and Third-Party Components are "commercial computer software." Any use, duplication, or disclosure by the U.S. Government is subject to the restrictions of this Agreement and the applicable Federal Acquisition Regulation and supplements. The Software may not be licensed for acquisition by the U.S. Government or any contractor thereto except as separately authorized in writing by the relevant rights holder.

16. Term and Termination

16.1 This Agreement is effective until terminated. It terminates automatically if you breach any term, and may be terminated by Enchant where permitted by law, including under Sections 5.8 and 7.2.

16.2 Upon termination you must cease all use of the Software and destroy all copies in your possession or control. Termination of the Software license also ends your right to access the Service, subject to any data-export or retention rights described in the Service or required by law.

16.3 Survival. The following survive termination or expiration of this Agreement: Section 1 (Definitions), Section 2.2 (rights reservation), Section 3 (Restrictions), Section 4 (Third-Party Components, including IP reservation), Section 5 (as to amounts accrued or payable, non-refundability, and the consumer carve-out in Section 5.7), Section 6.1, 6.3, 6.4, and 6.5 (Your Content ownership, residual/retained data, warranties, and AI disclaimer), Section 7.2 (enforcement), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Mandatory Law), Section 12 (Indemnification), Section 13 (obligations not limited), Section 14 (Data Protection and Privacy, as to data already processed), Section 15 (Export, Encryption, and Government Rights), this Section 16.3, and Section 17 (General, including governing law and jurisdiction).

17. General

17.1 Governing law and jurisdiction. This Agreement, and any dispute between you and Enchant arising out of or relating to it, the Software, or the Service, is governed exclusively by the laws of the Republic of Korea, without regard to its conflict-of-laws rules, and you and Enchant submit to the exclusive jurisdiction of the Seoul Central District Court as the court of first instance, subject to any mandatory consumer-protection venue rules that apply to you.

17.2 Suppliers' separate terms. Your separate relationship with any Supplier (and your use of any Third-Party Component to the extent governed by that Supplier's own terms) is governed solely by that Supplier's own license terms, some of which are governed by the laws of other jurisdictions, including the State of California, U.S.A. Those Supplier terms govern only the relationship between you and that Supplier and do not create any forum, venue, or choice of law for claims between you and Enchant, which are governed exclusively by Section 17.1.

17.3 Feedback. If you provide Enchant with suggestions, ideas, or other feedback regarding the Software or the Service ("Feedback"), you grant Enchant a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and exploit the Feedback for any purpose, without obligation or compensation to you.

17.4 Entire agreement; severability; waiver. This Agreement, together with any service terms, the Privacy Policy, and the Third-Party Notices, is the entire agreement between you and Enchant regarding the Software and the Service and supersedes prior communications. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or if it cannot be so modified, severed, and the remainder will remain in effect. No waiver is effective unless in writing.

17.5 Assignment. You may not assign or transfer this Agreement or any rights under it without Enchant's prior written consent. Enchant may assign it freely, including to an Affiliate or in connection with a merger, acquisition, or sale of assets.

17.6 Language. This Agreement may be provided in English and in Korean.

17.7 Notice and takedown. Enchant maintains a notice-and-takedown and repeat-infringer process for content hosted through the Service.

17.8 Contact. EVERBLACK Co., Ltd. ("Enchant"), https://aienchant.com, [email protected].

Effective Date: June 13, 2026