end user license agreement

effective june 23, 2026 · last updated july 4, 2026

This End User License Agreement ("EULA") is a legal agreement between you and MadPixel Software Inc., a company incorporated in Canada ("MadPixel", "we", "us"), governing your installation and use of the madphase desktop application, including any updates, documentation, and related software (the "Software"). By downloading, installing, copying, or using the Software, you agree to be bound by this EULA. If you do not agree, do not install or use the Software.

1. relationship to other terms

This EULA supplements and is subject to our Terms and Conditions and Privacy Policy. Where this EULA and the Terms and Conditions address the same subject, this EULA controls with respect to your license to and use of the Software. Any terms presented at the point of sale also apply to your purchase.

2. definitions

  • Software means the madphase desktop application, in object-code form, together with any Updates, documentation, and related materials we provide.
  • License means the license key, subscription, or other authorization associated with your use of the Software.
  • Covered Period means each completed twelve (12)-month paid subscription period used to determine which Software releases and Updates are covered by a Perpetual Fallback License. For an annual subscription, this is each paid annual term that remains paid and valid. For a monthly subscription, this is each block of twelve (12) consecutive successful monthly payments that remains paid and valid. Partial monthly periods after a completed block do not advance the Covered Period.
  • Covered Releases means the Software releases and Updates generally made available to subscribed customers on or before the end of your most recent completed Covered Period, excluding releases or Updates made available after that completed twelve (12)-month mark unless you renew or maintain an active subscription.
  • Perpetual Fallback License means a limited right to keep using Covered Releases after the relevant Covered Period ends, as described in this EULA.
  • Content means images, video, audio, project files, including .mphase files, text, and other material you import into, create with, or export from the Software.
  • Updates means patches, bug fixes, new versions, and feature changes to the Software.
  • Device means a computer or other hardware that you own or control and on which the Software is installed.

3. license grant

Subject to your compliance with this EULA and, where applicable, payment of all fees, MadPixel grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on Devices you own or control, for your personal, internal business, or commercial purposes. This license is personal to you and does not grant any rights to third parties. If you qualify for a Perpetual Fallback License, this license continues for the Covered Releases after the relevant Covered Period ends, subject to this EULA.

scope of use

The Software is licensed on a per-user basis unless a different scope is stated at the point of sale. You may make a reasonable number of copies of the Software solely for installation and backup purposes, provided all copies retain the same proprietary notices as the original.

commercial use

Your License includes the right to use the Software for commercial purposes. You may use the Software to create, produce, publish, distribute, perform, and sell the output and works you make with it, including for paid client work, without any additional license, per-project fee, or royalty payable to MadPixel. Consistent with Section 8 (Your Content), you retain all rights in the Content you create with or export from the Software. This right depends on your License remaining active and in good standing, or on your use being covered by a valid Perpetual Fallback License, and it does not permit you to resell, redistribute, or sublicense the Software itself.

4. ownership

The Software is licensed, not sold. MadPixel and its licensors retain all right, title, and interest in and to the Software and all related intellectual property, including trademarks, logos, source code, algorithms, designs, and documentation. No rights are granted to you except as expressly set out in this EULA. All rights not expressly granted are reserved by MadPixel.

5. license restrictions

  • Do not copy, modify, translate, or create derivative works of the Software except as expressly permitted by this EULA or by applicable law.
  • Do not reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Software, except to the extent this restriction is prohibited by applicable law.
  • Do not rent, lease, lend, sell, sublicense, distribute, host, or otherwise transfer the Software or your License to any third party.
  • Do not remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software.
  • Do not circumvent, disable, or interfere with license-enforcement, security, update, or authentication mechanisms.
  • Do not use the Software to develop a competing product or service, or for any unlawful purpose.
  • Do not share, publish, or use a License key other than as authorized by MadPixel.

6. license keys and activation

The Software may require a valid License key and periodic activation or validation to operate. Activation and validation involve limited technical information, such as the app version and operating system, as described in our Privacy Policy. You are responsible for keeping your License key confidential. We may deactivate a License that we reasonably believe has been shared, resold, or obtained or used in breach of this EULA. We may also require reasonable sign-in, activation, or license validation to verify a Perpetual Fallback License. That validation does not include or create a continuing right to hosted services, account services, support, cloud features, AI features, or third-party services.

7. updates and software changes

The Software may automatically check for and download or install Updates. Updates may add, change, or remove features and are subject to this EULA unless accompanied by a separate license. We may stop supporting older versions, operating systems, or hardware. We aim to maintain compatibility and stability, but we do not guarantee that any particular feature will remain available. Stopping support for an older release does not revoke a valid Perpetual Fallback License for Covered Releases, but older releases may stop receiving support, fixes, compatibility updates, or access to services that require an active subscription.

8. your content

You retain all rights in your Content. MadPixel does not claim ownership of your Content. The Software is designed to process your Content locally on your Device, and we do not require you to upload your Content to us to use the core editing, compositing, and export features. You are solely responsible for your Content, for keeping backups, and for ensuring you have the necessary rights to any material you import, including images, video, audio, and fonts.

third-party and ai features

Optional features may connect to third-party services. Where AI-assisted features operate using your own third-party API keys, the Content and prompts you submit are sent to the third-party provider you configured, under that provider's terms and privacy policy, and not to MadPixel. You are responsible for your use of those services and any associated costs.

9. third-party and open-source components

The Software may include third-party or open-source components that are licensed under their own terms. Those terms govern your use of the relevant components and, in case of conflict, apply to those components only. A list of such components and their licenses may be provided within the Software or its documentation.

10. fees and payment

madphase may offer free, trial, and paid Licenses. Free access may include watermarks or other limitations. If your License requires payment, prices, billing periods, and what each offering includes are described at the point of sale and are subject to the payment and refund terms in our Terms and Conditions. Unless stated otherwise at the point of sale, annual subscriptions include a Perpetual Fallback License for Covered Releases through each paid annual term, and monthly subscriptions qualify after each block of twelve (12) consecutive successful monthly payments. Failure to pay applicable fees may result in suspension or termination of your paid License.

11. perpetual fallback license

A "Perpetual Fallback License" is a limited, non-transferable right to continue using Covered Releases after the relevant Covered Period ends, subject to this EULA.

A Covered Period is completed by either: (a) an annual subscription term that remains paid and valid; or (b) a block of twelve (12) consecutive monthly subscription payments that remain paid and valid. If a monthly payment fails, the block remains intact provided the payment is successfully collected within fourteen (14) days of its original due date; otherwise the block ends without qualifying. Cancelling a monthly subscription ends the current block at the end of the last paid month, without qualifying. Refunds, chargebacks, payment reversals, and account abuse void the affected payments and any qualification that depended on them.

An ended, incomplete, or voided block never reduces or revokes a Perpetual Fallback License already earned from an earlier completed Covered Period. Resubscribing after any lapse begins a new twelve (12)-month block starting on the date of resumption; no fees are owed for the lapsed period, and months from an incomplete earlier block do not carry forward. Switching from monthly to annual billing begins a new annual Covered Period; months from an incomplete monthly block do not carry forward. Partial periods beyond your most recent completed Covered Period do not advance the Covered Releases. Each additional completed Covered Period advances the Covered Releases to the release current at its completion.

Covered Releases include the madphase desktop application releases and all Updates to the desktop application generally made available to subscribed customers on or before your most recent completed Covered Period, including feature, compatibility, security, and patch releases. The Perpetual Fallback License does not include access to newer application versions or Updates released after that completed twelve (12)-month mark unless you renew or maintain an active subscription.

Hosted services, account services, support, cloud features, AI features, third-party model/provider costs, and any usage-based services are not included in the Perpetual Fallback License unless expressly stated. Those services may require an active subscription, a separate purchase, usage credits, or third-party provider access.

12. term and termination

This EULA is effective until terminated. It terminates automatically if you breach any of its terms. We may also suspend or terminate your License if you breach this EULA or if we discontinue the Software. You may terminate at any time by ceasing all use of the Software and removing all copies from your Devices. On termination, the license granted to you ends and you must stop using and delete or uninstall the Software, except for any Perpetual Fallback License that remains valid under this EULA. Sections that by their nature should survive termination, including ownership, restrictions, disclaimers, limitation of liability, and indemnification, will survive.

13. disclaimers

To the maximum extent permitted by applicable law, the Software is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Software will be uninterrupted, error-free, secure, or free of harmful components, or that any defects will be corrected. You are responsible for backing up your Content.

Some jurisdictions do not allow the exclusion of certain warranties, so some exclusions may not apply to you. In that case, any statutorily required warranties are limited to the minimum scope and duration permitted by law.

14. limitation of liability

To the maximum extent permitted by applicable law, MadPixel and its directors, officers, employees, and suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or loss or corruption of Content or project files, arising out of or relating to the Software, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

To the maximum extent permitted by law, MadPixel's total aggregate liability for all claims arising out of or relating to the Software will not exceed the greater of the amount you paid to MadPixel for the Software in the twelve (12) months before the event giving rise to the claim, or CAD $50. Nothing in this EULA limits liability that cannot be limited by law.

15. indemnification

You agree to indemnify and hold harmless MadPixel and its directors, officers, employees, and suppliers from and against claims, damages, liabilities, and expenses, including reasonable legal fees, arising out of or related to your Content, your use of the Software, or your breach of this EULA or applicable law, except to the extent caused by MadPixel.

16. export compliance

You agree to comply with all applicable export and re-export control laws and regulations. You represent that you are not located in, and will not use the Software in, any jurisdiction subject to a comprehensive embargo, and that you are not a person with whom dealings are prohibited under applicable law.

17. changes to this eula

We may update this EULA from time to time. If we make material changes, we will update the "Last updated" date and, where appropriate, provide additional notice, including within the Software. Your continued use of the Software after changes take effect constitutes acceptance of the revised EULA.

18. governing law and disputes

This EULA is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. Subject to any non-waivable rights you have as a consumer under the law of your place of residence, the courts located in Ontario, Canada will have exclusive jurisdiction over disputes arising out of or relating to this EULA or the Software.

19. general

  • This EULA, together with the Terms and Conditions, Privacy Policy, and any terms presented at the point of sale, is the entire agreement between you and MadPixel regarding the Software.
  • If any provision is found unenforceable, the remaining provisions remain in effect.
  • Our failure to enforce any provision is not a waiver of it.
  • You may not assign this EULA without our consent. We may assign it in connection with a merger, acquisition, or sale of assets.
  • We are not liable for failures or delays caused by events beyond our reasonable control.

20. contact

Questions about this EULA can be sent to MadPixel Software Inc. at [email protected].