End User Licence Agreement

1. This Agreement

Please read this before you install or use URSA.

This End User Licence Agreement (the "Agreement") is a legal contract between you and Blue Rain Labs Inc. ("Blue Rain Labs", "we", "us"), the Ontario corporation that owns and publishes URSA. It covers the URSA desktop application, the plugins we deliver to it, and their updates and documentation (together, the "Software").

You accept this Agreement by selecting "I accept the agreement" in the installer, or by installing or using the Software. If you do not accept it, do not install or use the Software.

If you use the Software for a company or other organization, you confirm that you have authority to accept this Agreement for it. In that case "you" includes that organization.

You must be at least the age of majority where you live to accept this Agreement.

The Terms of Use and Privacy Policy at ursaweb.com also apply to your account and your use of the website. If they conflict with this Agreement about the Software, this Agreement governs.

2. Definitions

• Account: the URSA account you create at ursaweb.com.
• Application: the URSA desktop application for Windows, including the ursa_sdk plugin interface it contains.
• Plugin: a component delivered separately from the Application that runs inside it, such as the Launcher.
• Entitlement: a permission recorded on our servers that allows your Account to install and run a specific Plugin.
• Services: the ursaweb.com website and the online services the Application connects to for sign-in, Entitlement checks, downloads and updates.
• Third-Party Software: software not made by us that you use alongside URSA, including content creation applications such as Maya, Nuke or Blender.

3. Licence

Subject to this Agreement, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to:

1. install and use the Application on Windows devices that you own or control; and
2. install and use each Plugin that your Account holds an Entitlement for.

The licence is tied to your Account, not to a device. Only you may use the Software under your Account. Each person who uses the Software needs their own Account.

You may use the Software for personal and commercial work, including paid production work.

The Application and the Launcher Plugin are provided free of charge.

The Software is licensed, not sold. We reserve all rights not expressly granted in this Agreement.

4. Account and sign-in

You need an Account and an internet connection to use the Software.

Sign-in takes place in your web browser at ursaweb.com. The Application never asks for your password. After sign-in, the Application stores a sign-in token in the Windows Credential Manager on your device and uses it to reach the Services.

A desktop sign-in session ends if it goes unused for a set period (currently 90 days). You can view and end your sessions from your Account page at any time.

You are responsible for activity under your Account. Keep your sign-in details secure and tell us promptly if you believe someone else has used your Account.

5. Plugins and Entitlements

Plugins are not included with the Application. Each Plugin is a separate component, licensed to you under this Agreement, and delivered from our servers.

The Application downloads and installs a Plugin only after the Services confirm that your Account holds an Entitlement for it. Plugins install for your Windows user profile only.

A Plugin may come with additional terms, shown to you before you install it. If those terms conflict with this Agreement for that Plugin, the additional terms govern.

Entitlements are granted and recorded on our servers. We may change or withdraw an Entitlement to a Plugin that we provide free of charge at any time.

Some Plugins and features may not be offered in every country. We may make them available in some countries before others.

Each published Plugin version is fixed. A fix or change is always released as a new version.

This Agreement does not give you a right to build or distribute your own plugins using the ursa_sdk.

6. Online check-in and verification

The Application contacts the Services when it starts and at regular intervals (currently once a day) to confirm your Entitlements. The Services answer with a signed entitlement token that is valid for a limited time (currently 72 hours).

Without a connection, your Plugins keep working until that token expires. After that, the Application must reach the Services again before Plugins will run.

Every Plugin package is digitally signed by us. The Application checks the signature when a Plugin is installed and each time it loads. It will refuse a package that is unsigned, altered, or signed with a key we have retired.

We can stop a Plugin version from loading remotely. We may do this to respond to a security issue, a compromised signing key, a serious defect, or a breach of this Agreement.

An update to the Application may switch off an older Plugin version until you install a compatible one.

If you sign out of all devices or change your password, the Application loses access at its next check-in and you will need to sign in again.

7. Updates

The Application checks the Services for new versions. We may release updates that fix, add, change or remove features.

Some updates may be required to keep using the Software or the Services. Updates are part of the Software and are covered by this Agreement unless they come with their own terms.

We are not obliged to provide updates, support or any particular feature.

8. Pre-release versions

We may offer versions marked beta, preview or pre-release. They may be incomplete, may change or be withdrawn without notice, and may never be released. Use them at your own risk and do not rely on them for critical work.

Pre-release versions offered to invited testers are also covered by the URSA Beta Tester Agreement. If it conflicts with this Agreement about those versions, the Beta Tester Agreement governs.

9. Restrictions

You must not, and must not allow anyone else to:

1. copy, distribute, rent, lease, lend, sell, sublicense or host the Software, or otherwise make it available to others;
2. share your Account or let another person use the Software under it;
3. modify, adapt, translate or create derivative works of the Software, except as section 11 allows;
4. reverse engineer, decompile or disassemble the Software, except where the law or an open-source licence gives you that right despite this restriction;
5. bypass, disable or tamper with sign-in, Entitlement checks, signature checks, token expiry or any other technical protection;
6. load a plugin that we did not sign and deliver, or extract a Plugin to use it outside the Application;
7. remove or alter any copyright, trademark or licence notice;
8. use the Software to break the law, to infringe anyone's rights, or in breach of the licence terms of any Third-Party Software;
9. access the Services by any means other than the Application or the website, interfere with them, or test their security without our written permission; or
10. use the Software to build a competing product or service.

10. Third-Party Software

The Launcher finds copies of Third-Party Software already installed on your device and starts them with the environment variables, working directory and arguments you configure.

Third-Party Software is not part of URSA. We do not supply it, modify it or license it to you. We are not affiliated with or endorsed by its vendors, and product names belong to their owners.

You are responsible for holding a valid licence for any Third-Party Software you use with URSA and for following its vendor's terms.

You are responsible for the settings you configure. We are not responsible for how Third-Party Software behaves when started through the Software.

11. Open-source components

The Application includes open-source components, including Qt, PySide6 and Shiboken6 (licensed under the GNU Lesser General Public License, version 3, the "LGPL") and Python. Qt, PySide6 and Shiboken6 are included unmodified, as separate library files in the Application's installation folder. Their notices and licence texts are in the licenses folder there, and the About screen lists them.

Those licences govern those components. Nothing in this Agreement limits your rights under them. For components under the LGPL, you may modify or replace those libraries and reverse engineer the Application to debug your modifications, as the LGPL provides.

You can get the source code of the LGPL components from their publishers at the locations given in those notices. We will also provide it on request, for at least three years after we last distribute the version of the Application that includes it, for no more than our cost of providing it. Write to us at the address in section 23.

12. Ownership

Blue Rain Labs and its licensors own the Software and the Services, including all intellectual property rights in them. URSA, User Refined Studio Automation and the URSA claw mark logo are trademarks of Blue Rain Labs Inc. This Agreement gives you no right to use them.

Your files, projects and settings remain yours. We claim no ownership of the work you produce with the Software.

13. Feedback

If you send us ideas, suggestions or problem reports, we may use them without restriction and without payment to you.

14. Privacy and data

Our Privacy Policy at ursaweb.com/privacy explains how we handle personal information. In summary:

• Account data. We hold your email address, your name, your sign-in method, any optional profile answers, your marketing email choice, your Entitlements and a list of your active sessions. Session records do not store your IP address.
• What the Application sends. The Application sends the Services what is needed to run: your sign-in token, version information for update checks, and requests for Entitlements and Plugin downloads.
• Diagnostic logs. The Application keeps diagnostic logs on your device. They are designed to exclude personal information. They are sent to us only when you choose Report a problem.
• Where data is held. The Services run on Google Firebase and Google Cloud in the United States, and account email is sent through Postmark. Information held outside Canada is subject to the laws of that country.
• Internal records. Your Account record and Entitlements are also held in Blue Rain Labs' internal customer system so we can support you.
• Email. We send marketing email only if you opt in, and you can withdraw that choice at any time. We send account and service notices regardless.
• Deleting your Account. You can delete your Account from your Account page at any time. Deletion takes effect immediately.

Questions about privacy go to our privacy officer at privacy@bluerainlabs.com.

15. Term and termination

This Agreement starts when you accept it and continues until it ends under this section.

You may end it at any time by uninstalling the Software and deleting your Account.

We may suspend or end your licence, your access to the Services or any Entitlement if you breach this Agreement, if the law requires it, or to protect the security of the Services or other users. We will give notice where reasonably possible.

Because the Software is provided free of charge, we may also discontinue the Software or the Services, in whole or in part. We will try to give reasonable notice by email or at ursaweb.com.

When this Agreement ends, your licence ends and you must stop using and uninstall the Software. The Software depends on the Services and may stop working.

Sections 9, 12, 13, 16, 17, 18, 21 and 22 continue after this Agreement ends.

16. Disclaimer of warranties

The Software and the Services are provided "as is" and "as available". To the fullest extent the law allows, Blue Rain Labs disclaims all warranties, representations and conditions, whether express, implied or statutory, including merchantable quality, fitness for a particular purpose, title and non-infringement.

We do not warrant that the Software or the Services will be uninterrupted, error-free or secure, that they will work with any version of any Third-Party Software, or that they will not cause loss of data.

You are responsible for backing up your files and projects.

Some laws do not allow these exclusions for consumers. Where that is the case, they apply only as far as the law permits, and nothing in this Agreement removes rights you cannot waive.

17. Limitation of liability

To the fullest extent the law allows:

1. Blue Rain Labs is not liable for any indirect, incidental, special, consequential, punitive or exemplary damages, or for loss of profits, revenue, data, business, goodwill or production time, or the cost of substitute software or services.
2. Blue Rain Labs' total liability for all claims connected with the Software, the Services, this Agreement and the Terms of Use together is limited to the greater of (a) the amount you paid us for the Software in the 12 months before the claim arose and (b) CAD $100.

These limits apply to every kind of claim, including contract, negligence and other torts, and statute, even if we were told the damage was possible. They also protect our directors, officers, employees, contractors and licensors.

These limits do not apply to liability that the law does not allow us to limit.

18. Indemnity

If you use the Software for a business or other organization, you will indemnify Blue Rain Labs against third-party claims, and the related losses and reasonable legal costs, that arise from your breach of this Agreement, your misuse of the Software, or your breach of any law or of any Third-Party Software licence.

19. Export and legal compliance

You must follow the export control and sanctions laws of Canada and any other country that apply to your use of the Software. You must not use the Software where the law prohibits it.

20. Changes to this Agreement

We may update this Agreement. Each version carries a version number and date, and the current version is at ursaweb.com/eula.

For a material change, we will notify you by email or in the Application and ask you to accept the new version. If you do not agree, stop using the Software and uninstall it.

Where the law permits, continuing to use the Software after a new version takes effect means you accept it.

21. Governing law and disputes

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts located in Toronto, Ontario have exclusive jurisdiction over any dispute, and you and we submit to those courts.

If you are a consumer and the law where you live gives you rights that cannot be waived, including a right to bring a claim in your local courts, nothing in this section removes them.

Please contact us first. Most problems can be resolved faster that way.

22. General

• Entire agreement. This Agreement, any additional Plugin terms, and the Terms of Use and Privacy Policy are the whole agreement between you and us about the Software.
• Severability. If a court finds part of this Agreement unenforceable, the rest stays in effect.
• No waiver. If we do not enforce a term, we have not given up the right to enforce it later.
• Assignment. You may not transfer this Agreement or your Account. We may transfer this Agreement to an affiliate or to a successor to the URSA business.
• Notices. We may send notices to the email address on your Account or through the Application. Send notices to us at the address in section 23.
• Events beyond our control. We are not liable for a failure or delay caused by events outside our reasonable control.
• Interpretation. Headings are for convenience only. "Including" means "including without limitation".
• Language. The parties have asked that this Agreement and all related documents be written in English. Les parties ont demandé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.

23. Contact

Blue Rain Labs Inc.
Unit 147, 1329 Queen Street East, Toronto, Ontario M4L 1C6, Canada
legal@bluerainlabs.com
ursaweb.com