End User License Agreement

This End User License Agreement (the "Agreement") is a binding legal contract between you ("you," "your," or "User") and Ultiplay LLC, a Colorado limited liability company with its principal place of business at 481 W. Prentice Ave #111, Littleton, CO 80120 ("Ultiplay," "we," "us," or "our"), governing your installation and use of the Ultiplay desktop application and any updates, patches, accompanying documentation, or related materials (collectively, the "Software").

By installing, copying, downloading, accessing, or otherwise using the Software, you agree to be bound by this Agreement. If you do not agree, do not install or use the Software.

1.1 License grant

Subject to your compliance with this Agreement, Ultiplay grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software for its intended purpose. Ownership of the Software is retained by Ultiplay; this Agreement grants you a license to use it, not a sale of the Software itself.

1.2 License tiers

The Software is offered in two tiers:

Free Tier

• Available at no cost for personal, non-commercial use only.
• Provides a limited subset of features as described in product documentation at ultiplay.net.
• Subject to every restriction in this Agreement.

Gold Tier (paid)

• Requires a valid license key purchased from ultiplay.net or an Ultiplay-authorized reseller.
• Grants access to all premium features, free updates within the purchased major version, and use on up to three (3) personal devices owned or controlled by the licensee ("standard license"). Activation slots that have not contacted the license server for 90 consecutive days may be automatically reclaimed by Ultiplay to permit re-activation on a replacement device; this is the only automatic device-rotation mechanism.
• Is sold as a one-time purchase for lifetime use of the purchased major version. Future major versions may require a paid upgrade.
• Refunds are governed by the Refund Policy.
• Volume, business, or multi-seat licenses are available separately; contact legal@ultiplay.net.

1.3 Restrictions

You may NOT, and may not permit any third party to:

• (a) distribute, sell, lease, rent, sublicense, or otherwise transfer the Software or any license key;
• (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law (e.g., the interoperability allowance in 17 U.S.C. § 1201(f)) or by the licenses of the bundled open-source components listed in the Third-Party Licenses;
• (c) remove, alter, or obscure any copyright, trademark, license, or other proprietary notices;
• (d) use the Free Tier in any commercial, professional, governmental, or revenue-generating context;
• (e) share, publish, or distribute license keys, or attempt to circumvent the Software's license validation, update, or activation systems;
• (f) modify the Software or create derivative works based on it, except as expressly permitted by the open-source components listed in the Third-Party Licenses;
• (g) use the Software to violate any law, third-party right, or any policy referenced in this document; or
• (h) use the Software in any safety-critical, life-support, nuclear, aviation, medical, or other application where failure could cause death, personal injury, or significant property or environmental damage.

1.4 Updates

The Software automatically checks Ultiplay's update server for newer versions and may offer to download and install them. Update checks are performed against https://ultiplay-updates.s3.us-east-1.amazonaws.com/releases/version.json and transmit only the information described in the Privacy Policy. You may decline an offered update; however, Ultiplay is not obligated to support older versions indefinitely. Mandatory updates may be issued for security, stability, or compliance reasons.

1.5 Ownership and intellectual property

The Software, including all underlying code, designs, graphics, audio, documentation, the "Ultiplay" name and logo, and any modifications or derivative works, is the exclusive property of Ultiplay LLC and is protected by United States and international copyright, trademark, and other intellectual-property laws. All rights not expressly granted to you in this Agreement are reserved by Ultiplay.

1.6 Third-party components

The Software incorporates open-source and third-party components, each governed by its own license terms. See Third-Party Software & Open-Source Licenses. Your use of those components is subject to their respective licenses. Where required by an open-source license, source code or license text is provided on that page or on written request to legal@ultiplay.net.

1.7 User-provided content

The Software is a media player and recorder. You are solely responsible for the content you load, play, capture, record, screenshot, or otherwise process with the Software, including ensuring that you have all necessary rights, licenses, and permissions for that content and that your use complies with all applicable laws and with the terms of service of any third-party platform involved. See the Acceptable Use Policy.

1.8 Disclaimer of warranties

The Software is provided "as is" and "as available," without warranty of any kind, express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. ULTIPLAY LLC does not warrant that the Software will be uninterrupted, error-free, secure, or compatible with any particular hardware, operating system, or third-party service. The entire risk as to quality and performance of the Software is with you.

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions the foregoing exclusions apply only to the extent permitted by law.

1.9 Limitation of liability

To the maximum extent permitted by applicable law, in no event will ULTIPLAY LLC, its licensors, or its suppliers be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or related to this Agreement or the Software, even if advised of the possibility of such damages.

ULTIPLAY LLC's total cumulative liability arising out of or related to this Agreement will not exceed the greater of (a) the amount you paid Ultiplay for your license in the twelve (12) months preceding the event giving rise to the claim, or (b) twenty U.S. dollars (US $20.00).

These limitations apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; in such jurisdictions the foregoing limitations apply only to the extent permitted by law.

1.10 Indemnification

You agree to defend, indemnify, and hold harmless Ultiplay LLC and its affiliates, members, managers, officers, agents, and employees from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your violation of this Agreement, (b) your violation of any law or third-party right, or (c) any content you load, play, record, capture, screenshot, distribute, or otherwise process with the Software.

1.11 Termination

This Agreement is effective until terminated. It will terminate automatically and without notice if you fail to comply with any term. Ultiplay may also terminate this Agreement at any time for material breach. Upon termination, you must immediately stop all use of the Software and destroy all copies in your possession or control. Sections 1.5, 1.7–1.10, 1.13, and the Governing Law section survive termination.

1.12 Export compliance

You may not export or re-export the Software in violation of any applicable laws or regulations of the United States or your jurisdiction, including the U.S. Export Administration Regulations and economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC). You represent that you are not located in, and are not a national or resident of, any country subject to comprehensive U.S. sanctions, and that you are not on any U.S. government denied-party list.

1.13 U.S. Government end users

The Software is "commercial computer software" and the documentation is "commercial computer software documentation," each as defined in 48 C.F.R. § 2.101. Use, duplication, or disclosure by the U.S. Government is subject solely to the terms of this Agreement.

1.14 Entire agreement; modifications

This Agreement, together with the other documents referenced or incorporated herein (Privacy Policy, Terms of Service, Acceptable Use Policy, DMCA Policy, Third-Party License Notice, Cookie Policy, and Refund Policy), is the entire agreement between you and Ultiplay LLC regarding the Software and supersedes all prior agreements. Ultiplay may modify this Agreement by posting an updated version at ultiplay.net; your continued use of the Software after the updated effective date constitutes acceptance. Material changes will be highlighted in the document-history table on the legal index.