Phials End User License Agreement (EULA)

Effective date: June 9, 2026
Last updated: June 9, 2026

This End User License Agreement ("Agreement") is a legal contract between Phoundry Lab ("Phoundry," "Licensor," "we," "us," or "our") and you ("you" or "User") for the Phials desktop application, including updates we make available to you under this Agreement, documentation, and related materials (collectively, the "Software").

Draft notice: Phials is closed source (proprietary) software. Have qualified counsel review this Agreement before launch.

By downloading, installing, or using the Software—including clicking "Start 14-day trial" in the app—you agree to this Agreement. If you do not agree, do not install or use the Software.

Website and account use are also governed by our Terms of Service and Privacy Policy. Purchases are subject to our Refund Policy.

1. Eligibility

You must be at least 18 years old (or the age of majority where you live, if higher) to enter this Agreement. If you are under 18, you may use the Software only if a parent or legal guardian accepts this Agreement on your behalf and supervises your use; purchases must be made by an adult. If you accept on behalf of an organization, you represent that you have authority to bind that organization.

2. License grant

Subject to your compliance with this Agreement and valid Entitlement (defined below), Phoundry grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software on computers you control, solely for your personal or internal business purposes.

Entitlement means one of the following:

• A valid paid license issued by Phoundry after purchase and activation, or
• An active trial started in the Software under Section 5

2.1 License types

Plan details, pricing, and activation limits are described at phials.phoundry.app/pricing and in your account portal.

2.2 Activations

Licenses are enforced through machine activations. Unless your plan states otherwise:

• Standard and Subscription licenses allow up to three (3) simultaneous machine activations
• Lifetime licenses allow unlimited activations

You may deactivate machines in your account portal to free activation slots. Activation uses a privacy-preserving machine fingerprint (one-way hash) as described in our Privacy Policy.

2.3 Updates vs. right to run the Software

Important distinction:

• Running the Software requires a valid Entitlement (paid license or active trial). A cancelled subscription remains a valid Entitlement until the end of its already-paid period.
• Receiving new updates may require an active update entitlement. For Standard (perpetual) licenses, after the included update period ends, you may continue running versions you already installed even if you choose not to purchase an update renewal. Lapsed update renewal does not lock you out of the app—it only affects eligibility for newer releases.
• For Subscription licenses, when the subscription expires, Entitlement ends and you must obtain a new license or trial to continue using the Software.

3. Restrictions

Except where law prohibits these restrictions, you may not:

• Copy, distribute, sell, rent, lease, sublicense, or publish the Software
• Reverse engineer, decompile, or disassemble the Software, or attempt to derive source code (except to the limited extent allowed by applicable law)
• Remove or alter proprietary notices in the Software
• Use the Software to build a competing product or to circumvent license or activation controls
• Share license keys except as expressly allowed for your organization’s licensed activations

The Software is proprietary and closed source. Phoundry does not distribute source code to end users under this Agreement.

4. Ownership

Phoundry and its licensors retain all right, title, and interest in the Software, including all intellectual property rights. This Agreement grants only the limited license in Section 2.

5. Trial

Phials may offer a 14-day trial per machine. Starting a trial in the app creates a local trial record; one trial per machine fingerprint, ever. Trials do not require a credit card. When a trial expires, Entitlement ends until you purchase and activate a license or obtain another valid Entitlement.

6. Third-party components

The Software includes third-party open-source components (for example, FFmpeg under LGPL and ExifTool under the Artistic License). Those components are licensed under their respective licenses. License texts and notices are included in the application bundle and accessible from Settings (FFmpeg and ExifTool legal notices). Third-party terms apply to those components in addition to this Agreement.

Other libraries used in the Software remain subject to their respective licenses. Nothing in this Agreement limits your rights under applicable open-source licenses to those components only.

7. Support

Support is provided on a reasonable-effort basis via email. Contact [email protected]. We may request diagnostic information you choose to export from the app; we do not collect crash telemetry automatically.

8. Term and termination

This Agreement is effective until terminated. It terminates automatically if you breach it or if your Entitlement ends (for example, expired subscription, revoked license after refund, or cancelled license).

Upon termination, you must stop using the Software and uninstall it. Sections that by nature should survive (including Sections 3, 4, 9, 10, and 11) survive termination.

9. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." Phoundry Lab DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Phoundry Lab DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH EVERY FILE, DEVICE, OR WORKFLOW.

Some jurisdictions do not allow disclaimer of implied warranties; in those cases, disclaimers apply to the fullest extent permitted.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Phoundry Lab AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, PROFITS, OR BUSINESS, ARISING FROM USE OF THE SOFTWARE.

OUR TOTAL LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SOFTWARE LICENSE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR (B) FIFTY U.S. DOLLARS ($50).

11. Governing law

This Agreement is governed by the laws of the State of New Mexico, USA, without regard to conflict-of-law rules. Exclusive jurisdiction for disputes lies in the state or federal courts in Bernalillo County, New Mexico, and you consent to personal jurisdiction there.

12. Changes

We may update this Agreement for new versions of the Software or for legal reasons. We will post the current Agreement at phoundry.app/legal/eula and update the effective date, and we will notify you of material changes by email or in-app notice.

Changes do not reduce or remove rights you have already paid for. Your existing paid Entitlement—including a Standard or Lifetime license's ongoing right to run the Software—remains governed by the version of this Agreement in effect when you purchased it, unless you expressly accept new terms. Updated terms apply to new purchases and to new versions of the Software you choose to install after notice.

13. Contact

Phoundry Lab
2041 S Plaza St NW
Albuquerque, NM 87104
[email protected]