End User License Agreement (EULA)
Last Updated:
October 7, 2025
Important - Read Carefully
This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you (either an individual or a single entity, referred to as "You," "Your," or "Licensee") and Heirloom Capsule, LLC ("Company," "We," "Us," or "Our") for the use of our Software as a Service platform (the "Software" or "Service").
BY CLICKING "I ACCEPT," DOWNLOADING, INSTALLING, CREATING AN ACCOUNT, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SOFTWARE.
1. Grant of License
1.1 License Grant
Subject to your compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your internal business or personal purposes in accordance with the subscription plan you have purchased.
1.2 License Restrictions
This license does NOT grant you the right to:
Use the Software for any purpose other than as expressly permitted in this Agreement
Copy, modify, adapt, translate, or create derivative works of the Software
Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Software
Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Software to any third party
Remove, alter, or obscure any proprietary notices on the Software
Use the Software in any manner that violates applicable laws or regulations
Use the Software to develop a competing product or service
1.3 Subscription-Based License
Your license is contingent upon:
Active subscription status and timely payment of all applicable fees
Compliance with the usage limits of your selected subscription tier
Adherence to all terms and conditions set forth in this Agreement
2. Ownership and Intellectual Property Rights
2.1 Company Ownership
The Software, including all code, algorithms, user interfaces, designs, graphics, documentation, and all intellectual property rights therein, is and shall remain the exclusive property of the Company and its licensors. This Agreement does not convey any ownership rights to you.
2.2 Trademarks
All trademarks, service marks, logos, and trade names associated with the Software are proprietary to the Company or its licensors. You may not use these marks without our prior written consent.
2.3 User Content
You retain all ownership rights to content, data, and materials you upload to the Software ("User Content"). By uploading User Content, you grant the Company a limited license to process, store, and transmit such content solely to provide the Service to you.
2.4 Feedback
If you provide suggestions, ideas, or feedback about the Software, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without any obligation to you.
3. User Obligations and Acceptable Use
3.1 Account Security
You are responsible for:
Maintaining the confidentiality of your account credentials
All activities that occur under your account
Notifying us immediately of any unauthorized use or security breach
3.2 Compliance with Laws
You agree to use the Software in compliance with all applicable local, state, national, and international laws and regulations.
3.3 Prohibited Uses
You shall NOT:
Upload, transmit, or store any illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable content
Upload any content that infringes intellectual property rights or violates privacy rights of others
Upload malware, viruses, or any malicious code
Attempt to gain unauthorized access to the Software, other user accounts, or connected systems
Interfere with or disrupt the integrity or performance of the Software
Use automated scripts, bots, or scrapers to access the Software without authorization
Engage in any activity that could damage, disable, or impair the Software
Use the Software for any unlawful or fraudulent purpose
3.4 Content Responsibility
You acknowledge and agree that:
You are solely responsible for all User Content you upload
The Company does not pre-screen or monitor User Content
The Company is not liable for any User Content uploaded by you or other users
Violation of content policies may result in immediate termination of your license
4. Subscription Fees and Payment
4.1 Fees
Access to the Software requires payment of subscription fees according to your selected plan. All fees are stated on our website and are subject to change with thirty (30) days' notice.
4.2 Payment Terms
Fees are billed in advance on a monthly or annual basis, depending on your subscription
All fees are non-refundable except as required by law or expressly stated in this Agreement
You authorize us to charge your designated payment method automatically
Failure to pay fees may result in suspension or termination of your license
4.3 Taxes
You are responsible for all applicable taxes, duties, and governmental charges associated with your use of the Software, except for taxes based on our net income.
5. Term and Termination
5.1 Term
This Agreement begins when you first access or use the Software and continues until terminated in accordance with this Section.
5.2 Termination by You
You may terminate this Agreement at any time by:
Canceling your subscription through your account settings
Ceasing all use of the Software
Requesting account deletion
5.3 Termination by Company
We may suspend or terminate your license immediately, without prior notice or refund, if:
You breach any provision of this Agreement or our Terms and Conditions
You fail to pay applicable fees
You upload prohibited or illegal content as defined here and in our Terms and Conditions
Your use of the Software poses a security risk or violates applicable laws
We discontinue the Software (with reasonable notice when feasible)
5.4 Effect of Termination
Upon termination:
Your license to use the Software immediately ceases
You must stop all use of the Software
We may delete your User Content in accordance with our data retention policies
Sections of this Agreement that by their nature should survive (including Sections 2, 6, 7, 8, 9, and 11) shall remain in effect
5.5 Data Retrieval
You are responsible for exporting your User Content before termination. We are not obligated to retain or provide access to your User Content after termination.
6. Warrant Disclaimer
6.1 As-Is Basis
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
6.2 Disclaimer of Implied Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO:
IMPLIED WARRANTIES OF MERCHANTABILITY
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
IMPLIED WARRANTIES OF NON-INFRINGEMENT
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
6.3 No Guarantee
The Company does not warrant that:
The Software will meet your specific requirements
The Software will be uninterrupted, timely, secure, or error-free
Any errors or defects will be corrected
The Software will be free from viruses or other harmful components
Results obtained from use of the Software will be accurate or reliable
6.4 Third-Party Services
The Software may integrate with or rely on third-party services. We do not control and are not responsible for the availability, functionality, or content of such third-party services.
7. Limitation of Liability
7.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE
DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT
DAMAGES RESULTING FROM ANY THIRD-PARTY CONDUCT OR CONTENT ON THE SOFTWARE
DAMAGES RESULTING FROM DATA LOSS OR CORRUPTION
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Cap on Liability
THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:
THE AMOUNT YOU PAID TO THE COMPANY IN THE TWELVE (6) MONTHS PRECEDING THE CLAIM, OR
ONE HUNDRED DOLLARS ($100 USD)
7.3 Jurisdictional Limitations
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above limitations may not apply to you, and our liability shall be limited to the maximum extent permitted by law.
7.4 Basis of the Bargain
You acknowledge that the Company has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations of liability set forth herein, and that they form an essential basis of the bargain between the parties.
8. Indemnification
8.1 Your Indemnification Obligation
You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:
Your use or misuse of the Software
Your User Content
Your violation of this Agreement
Your violation of any applicable laws or regulations
Your violation of any third-party rights, including intellectual property, privacy, or proprietary rights
Any claim that your User Content caused damage to a third party
8.2 Defense Control
The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with the Company's defense of such claim.
9. Confidentiality
9.1 Confidential Information
"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to technical data, trade secrets, business information, and the terms of this Agreement.
9.2 Obligations
You agree to:
Keep all Confidential Information strictly confidential
Not disclose Confidential Information to any third party without prior written consent
Use Confidential Information only for the purposes of this Agreement
Protect Confidential Information with the same degree of care you use for your own confidential information, but no less than reasonable care
9.3 Exceptions
Confidential Information does not include information that:
Is or becomes publicly available through no breach of this Agreement
Was rightfully known to you prior to disclosure
Is independently developed by you without use of Confidential Information
Is rightfully obtained from a third party without breach of confidentiality obligations
10. Data Privacy and Security
10.1 Privacy Policy
Your use of the Software is subject to our Privacy Policy, which is incorporated into this Agreement by reference. By using the Software, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.
10.2 Data Processing
The Company will process your User Content solely to provide the Service and in accordance with applicable data protection laws.
10.3 Security Measures
While we implement reasonable security measures to protect your data, we cannot guarantee absolute security. You acknowledge that you provide User Content at your own risk.
10.4 Data Backup
You are solely responsible for maintaining backups of your User Content. The Company is not responsible for any loss or corruption of User Content.
11. Export Compliance
You agree to comply with all applicable export and import control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States or other relevant jurisdiction has embargoed goods or services.
12. Updates and Modifications
12.1 Software Updates
The Company may, from time to time, update or modify the Software to:
Add new features or functionality
Fix bugs or security vulnerabilities
Improve performance
Comply with legal requirements
You acknowledge that such updates may change the functionality or appearance of the Software.
12.2 Agreement Modifications
We reserve the right to modify this Agreement at any time. We will provide notice of material changes by:
Posting the updated Agreement on our website
Updating the "Last Updated" date
Sending notice to your registered email address (for material changes)
Your continued use of the Software after such modifications constitutes acceptance of the updated Agreement.
13. Dispute Resolution
13.1 Informal Resolution
Before filing a formal claim, you agree to contact us at hello@heirloomcapsule.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute within sixty (60) days.
13.2 Binding Arbitration
If we cannot resolve the dispute informally, any dispute arising from or relating to this Agreement shall be resolved through binding arbitration in accordance with the State of Texas, except where prohibited by law.
13.3 Class Action Waiver
YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND THE COMPANY INDIVIDUALLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
13.4 Exceptions
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the courts located in Texas, and you consent to the jurisdiction of such courts.
15. General Provisions
15.1 Entire Agreement
This Agreement, together with our Terms and Conditions and Privacy Policy, constitutes the entire agreement between you and the Company regarding the Software and supersedes all prior agreements, understandings, and communications.
15.2 Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
15.3 Waiver
No waiver of any provision of this Agreement shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
15.4 Assignment
You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. The Company may assign this Agreement without restriction. Any attempted assignment in violation of this section shall be void.
15.5 Force Majeure
The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.
15.6 Relationship of Parties
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between you and the Company.
15.7 Notices
All notices under this Agreement shall be in writing and sent to:
To Company: Heirloom Capsule, LLC at hello@heirloomcapsule.com
To You: The email address associated with your account
15.8 Language
This Agreement is drafted in English. Any translations are provided for convenience only. In the event of any conflict, the English version shall prevail.
15.9 Survival
Provisions that by their nature should survive termination shall survive, including but not limited to Sections 2 (Ownership), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9 (Confidentiality), and 11 (Governing Law).
16. Contact Information
If you have any questions about this EULA (end user license agreement), please contact us at:
Heirloom Capsule, LLC
hello@heirloomcapsule.com
heirloomcapsule.com
ACKNOWLEDGMENT
BY CLICKING "I ACCEPT," CREATING AN ACCOUNT, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.