Software license and subscription services
Effective date: October 27, 2026
Last updated: October 27, 2026
Document version: 2026-10-27
1 Our agreement with you
These Terms and Conditions form an agreement between Photodepot LLC, a New Jersey limited liability company ("Photodepot," "we," "us," or "our"), and the person or organization accepting them ("you"). They govern our desktop application, website, accounts, updates, and related services (together, the "Services"). Photodepot provides tools for importing, reviewing, organizing, collaborating on, and exporting photographs and videos. Your files and projects ordinarily reside on storage you control; the Services are not an online archive or a substitute for backups.
By selecting an agreement checkbox or an acceptance button that clearly references these Terms, you agree to them. If you act for an organization, you represent that you have authority to bind it, and "you" means that organization. You must be at least 18 and able to form a binding contract. Do not use the Services if you do not agree.
Your accepted order or checkout confirmation (an "Order") specifies the plan, price, subscription period, and usage limits. A separately signed agreement controls where it expressly conflicts with these Terms. Otherwise, an Order controls commercial details and these Terms control the remaining conditions. Section 19 preserves rights and remedies that cannot legally be excluded.
2 Software license and account access
Subject to these Terms and any required payment, we grant you a limited, nonexclusive, nontransferable license to install and use the application for your personal or internal business purposes within your plan limits. We license the software; we do not sell its intellectual property. Unless an Order states otherwise, a license is for one named user on up to two Macs. Additional people need their own authorized access, except where guest collaboration is expressly included.
Every account with valid account access may create, open, view, edit, and export local projects on its authorized Macs. Paid features require a current subscription or another valid entitlement; depending on the plan, these include hosting shared projects, Stacks, and facial and eye detection. Each account may use every feature during a 14-day preview that starts when the account first signs in on a Mac and does not restart. Signed-in users with valid account access may join another authorized host's project as guests, with the host's approval, without a subscription of their own. Guest access depends on the host's continued authorization and entitlement and includes only the features we expressly enable. A subscription does not provide perpetual access to paid features. Activation and periodic online license checks may be required even when media processing runs offline.
Offline access to local project features is available for up to 48 hours after the last successful account verification, subject to an independently expiring account verification. The earlier applicable deadline controls, including time when the application is closed. Reopening the application, an account-only verification, or a cached subscription response does not restart the verification period.
A connection failure does not immediately end an otherwise valid offline allowance, but it does not extend either deadline. If the applicable deadline expires or an online check confirms that your entitlement is no longer valid, the affected features become unavailable. To restore access, reconnect to the Internet and verify your account and a valid subscription or other entitlement; sign in again if required. These verification rules do not grant a separate grace period after your entitlement ends. Section 18 describes the effect of expiry or termination on access and your local files.
Keep account information accurate and credentials secure. Do not share a named user license, bypass device limits, or allow unauthorized use. Tell us promptly about suspected account compromise. You are responsible for people you authorize to use your account, subject to applicable law and our own responsibility for any security failure attributable to us.
3 Fees subscriptions cancellation and refunds
This section applies when we offer a paid plan. Before purchase, checkout will disclose the amount, currency, billing interval, applicable taxes, renewal terms, and any trial conversion terms. You authorize the disclosed charges using your chosen payment method. You are responsible for taxes imposed on your purchase, except taxes on our net income. Payment processing may be provided by a third party under its applicable terms.
If you select an automatically renewing subscription and expressly consent to recurring charges, it renews for the disclosed billing period until canceled. We will provide notices and obtain additional consent whenever required by law. A free trial converts to a paid subscription only if that conversion and its price were disclosed and you gave any required consent.
You may stop renewal through the billing management option in your Photodepot account. If that option is unavailable, contact [email protected] for assistance. Cancel before the next renewal charge to avoid that charge. Cancellation normally takes effect at the end of the paid period, and you may use included features until then unless access is lawfully suspended or terminated. Uninstalling the application does not cancel a subscription.
Payments are nonrefundable, and we do not provide prorated refunds for unused time, partial periods, or changes of mind, except where these Terms, an applicable Order, or applicable law provides otherwise. This does not restrict refunds for charges made in error, our failure to provide legally required performance, or any mandatory cancellation, withdrawal, or refund right. Contact us promptly about a billing problem; doing so is not a condition of exercising a statutory right.
4 Changes to pricing and the Services
We may update features, system requirements, supported formats, and plans. We may interrupt availability for maintenance, security, or circumstances outside our reasonable control. We do not promise any particular release date, future feature, support response time, or service level unless separately agreed in writing.
Price increases apply prospectively at renewal, with at least 30 days notice or any longer notice required by law. If consent is legally required, an increase applies only after that consent. You may cancel renewal before the increase takes effect.
If we discontinue paid Services or materially reduce their core functionality during your prepaid period for reasons unrelated to your breach, we will give reasonable advance notice where practicable and provide a proportionate refund for the unused affected period if we cannot provide reasonably equivalent functionality. Security or legal requirements may require faster changes. Mandatory remedies remain available.
5 Your media and permissions
You retain your rights in photographs, videos, audio, metadata, sidecars, catalogs, project files, exports, and other material you use with the Services ("Your Content"). You are responsible for having the rights, permissions, and lawful basis needed to process that material and share it with collaborators. This includes applicable copyright, confidentiality, privacy, and publicity rights.
You authorize the application to read, process, copy, organize, and change Your Content on your devices as necessary to carry out operations you initiate or authorize. If you intentionally provide material to us through support or an enabled online feature, you grant us and service providers acting for us only the rights reasonably needed to provide that requested function, support it, and comply with law. Those permissions do not transfer ownership.
These Terms do not authorize us to sell your photographs, publish them in advertising, or use them to train general purpose AI models. Any separate optional permission for such a use must be requested clearly and specifically. The handling of personal information is described in our Privacy Policy at photodepot.app/privacy.
6 Your backup obligations
YOU MUST KEEP COMPLETE, CURRENT, AND RECOVERABLE BACKUPS OF YOUR CONTENT ON STORAGE INDEPENDENT OF YOUR WORKING PROJECT BEFORE USING THE SERVICES TO CHANGE FILES. Include original media, project files, catalogs, metadata, sidecars, and any edits or exports you need to retain. Maintain an additional copy separate from the device or drive on which you are working, and periodically test that you can restore it.
Before erasing a memory card or source drive, deleting originals, replacing an existing file, or relying on an export, independently check that the intended files were transferred, are complete, and open correctly, and that an independent backup remains available. Keep originals until those checks are complete. A preview, thumbnail, proxy, cache, synchronized folder, verification message, or project database is not by itself a complete backup.
Photodepot does not undertake to store, archive, back up, or recover Your Content unless a separate written agreement expressly provides that service. Files held only on your devices cannot be restored by us merely because you have an account. Verification tools and recovery features can reduce risk but do not guarantee integrity or recoverability. The consequences of failing to maintain backups remain subject to Sections 16 and 19; this obligation does not waive any liability that cannot legally be excluded.
7 File operations and verification
Some operations may move, rename, overwrite, trim, alter, or permanently delete files, change metadata, or remove working project information. Deletion and cleanup may bypass your operating system Trash. An in place export may reorganize media and remove project databases, previews, and working files; a trimmed video export may contain only the retained segment. Available behavior depends on the operation and settings you choose.
Read prompts, review source and destination locations, and inspect selections and options before confirming. Verify exported media, audio, video boundaries, metadata, sidecars, folder organization, and compatibility with your next application. Disabling integrity checks increases the need for independent verification. An integrity check does not establish that every creative choice, metadata field, or downstream workflow is correct.
Interrupted power, disconnected drives, insufficient space, hardware faults, damaged source files, operating system behavior, network failures, and other software can disrupt a transfer or affect files. Maintain backups and avoid interrupting active operations. These responsibilities do not excuse a breach of a nonwaivable obligation owed by us.
8 Automated analysis and your decisions
Automated and AI assisted features may estimate focus, sharpness, exposure, faces, eye state, similarity, rankings, or groupings. Their results are suggestions and can be incomplete or wrong, including when evaluating unusual images, video, subjects, or lighting. The Services do not guarantee that they will identify every important image, preserve every desirable frame, or correctly classify a person or expression.
You make the final selection, editing, retention, and delivery decisions. Review results before rejecting, deleting, exporting, or delivering media, especially material that cannot be recreated. Automated results are not a substitute for your professional judgment. Local analysis does not imply unlimited offline license access; Section 2 still applies.
9 Collaboration and shared projects
You control whom you invite or approve to access a project and the permissions available to them. Authorized collaborators may view media and change shared selections, ratings, organization, or other project information within those permissions. Obtain any necessary client permission before sharing confidential or personal material.
Use trusted devices and networks, revoke access when appropriate, and keep independent backups. You are responsible for actions of people you authorize to act for you, to the extent allowed by law. We do not guarantee uninterrupted collaboration or the absence of conflicting changes. Nothing here excludes responsibility that the law places on us for our own acts or omissions.
10 Devices compatibility and third parties
You are responsible for compatible hardware, sufficient storage, supported operating systems, network access when required, and permissions needed to use the Services. Compatibility with every camera, codec, file, drive, network, third party application, or future operating system release is not guaranteed. Test your intended workflow before relying on it for an assignment.
Independent third party products and services remain subject to their own terms. We do not control their availability, behavior, or changes. Open source and other third party components are governed by their applicable licenses and notices. Those licenses control any conflict concerning the relevant component, and nothing here restricts rights those licenses grant you, including reverse engineering to debug modifications where required by an applicable license.
Accessibility
Photodepot currently has limited accessibility support, and some features may not work with certain assistive technologies. For questions about accessibility, to report a barrier, or to request an accommodation, contact [email protected]. Nothing in these Terms limits any accessibility rights or obligations under applicable law.
11 Prohibited use
Do not use the Services unlawfully, infringe another person's rights, introduce malicious code, interfere with security or operation, obtain unauthorized access, evade billing or license restrictions, or distribute the Services without authorization. Do not rent, resell, sublicense, or provide hosted access to the software except as your plan expressly permits.
Do not copy, modify, decompile, or reverse engineer our proprietary software except where these Terms authorize it or where applicable law or a third party license permits it. This restriction does not prohibit protected interoperability work, lawful security research, or exercise of open source rights to the extent those rights cannot be restricted by contract.
12 Privacy support and communications
Our Privacy Policy explains how we handle account, billing, device, diagnostic, support, and other personal information. Do not send client media, credentials, or sensitive personal information to support unless necessary and you are authorized to provide it. Diagnostic material may contain file names, paths, or other information about your projects.
Where applicable privacy law requires a separate data processing agreement for an online feature, that agreement must be put in place for the relevant processing. These Terms do not replace any legally required privacy notice, consent, security measure, or data processing agreement. We may send necessary account, billing, security, and legal notices electronically.
13 Our intellectual property and feedback
We and our licensors retain all rights in the Services, underlying software, models, designs, documentation, names, and trademarks, except Your Content and rights expressly granted to you. You receive no ownership interest in those materials.
If you voluntarily send suggestions about the Services, you permit us to use them without payment or attribution to improve and commercialize our products. This permission does not authorize use of your photographs, other client content, confidential information, or personal information for unrelated purposes.
14 Trials beta features and free access
Features identified as beta, preview, experimental, or trial may change, stop working, be withdrawn, or require a project format change. Test them on copies of files and projects. We make no commitment to release a beta feature commercially or to preserve its compatibility. Free access may be changed or withdrawn prospectively. The warranty and liability provisions below apply subject to mandatory law.
15 Warranty disclaimer
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO ANY EXPRESS COMMITMENT IN AN APPLICABLE ORDER AND SECTION 19, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PHOTODEPOT LLC AND ITS SUPPLIERS DISCLAIM IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
Subject to the same limits, we do not warrant uninterrupted or error free operation, complete security, compatibility with every workflow, accuracy of automated results, or that data loss, corruption, or deletion will never occur. We do not promise to recover lost files or correct every defect. Support advice does not create an additional warranty unless we expressly agree to one in writing.
This disclaimer does not contradict an express contractual promise, excuse misleading claims, or exclude statutory warranties, guarantees, standards of care, or remedies that the law does not allow us to exclude. Section 19 applies to every sentence of this section.
16 Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 19, PHOTODEPOT LLC AND ITS AFFILIATES, PERSONNEL, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS. THE EXCLUSION FOR THESE ECONOMIC LOSSES APPLIES WHETHER THEY ARE CLAIMED AS DIRECT OR INDIRECT DAMAGES, BUT ONLY TO THE EXTENT THAT THE LAW PERMITS THAT EXCLUSION.
Claims for direct damages for loss, corruption, or restoration of media, metadata, or other data remain subject to the aggregate limit and exceptions below. Subject to the exceptions below, the combined aggregate liability of Photodepot LLC and those protected parties arising from or relating to the Services or these Terms will not exceed the greater of (a) the fees you actually paid Photodepot LLC for the affected Services in the 12 months immediately before the first event giving rise to the claim and (b) US$100. Multiple claims, events, claimants, or legal theories do not multiply this aggregate limit.
Where legally permitted, these exclusions and the cap apply to contract, tort including ordinary negligence, strict liability, and other legal theories, even if a party was told a loss was possible or a remedy fails of its essential purpose. They allocate the commercial risks reflected in the price.
Neither the exclusions nor the cap apply to fraud, gross negligence, reckless or intentional misconduct by the relevant protected party, death or personal injury caused by that party's negligence, or any other liability or remedy that cannot lawfully be limited. They do not reduce a refund we expressly owe under these Terms or an Order. They do not limit or waive a valid claim, statutory damages, legal fees, or other relief under the New Jersey Consumer Fraud Act, the New Jersey Truth in Consumer Contract, Warranty and Notice Act, or other consumer law where that limitation or waiver is prohibited. Section 19 controls any conflict.
17 Business customer indemnity
This section applies only to use for business or professional purposes, and only to the extent permitted by law. You will defend Photodepot LLC and its personnel against third party claims alleging that Your Content or your authorized processing or sharing of it infringes intellectual property, privacy, or other rights, or arising from your unlawful use of the Services or material breach of Section 11. You will pay damages, settlements you approve in writing, and reasonable legal costs resulting from those claims, to the extent caused by the relevant content or conduct.
We will give you prompt notice, reasonable cooperation at your expense, and control of the defense through qualified counsel, provided that a delay in notice relieves you only to the extent it materially prejudices the defense. You may not settle a claim in a way that admits fault by us, imposes a nonmonetary obligation on us, or fails to release us without our written consent. We may participate with our own counsel at our expense. This section does not require you to cover losses caused by our breach, negligence, or misconduct, and does not apply to you acting as a consumer.
18 Suspension termination and your files
You may stop using the Services at any time and cancel renewal as described in Section 3. We may suspend access where reasonably necessary to address a security threat, unlawful activity, nonpayment, or a material breach. Where practicable, we will explain the reason and provide a reasonable opportunity to correct a curable breach. We may act immediately where continued access creates a serious risk or law requires it.
We may terminate for a material breach that is not corrected within 10 days after notice, a breach that cannot be corrected, or a legal requirement that prevents continued service. Service discontinuation unrelated to your breach is governed by Section 4. Suspension or termination does not excuse amounts properly owed for Services already provided.
When your subscription expires or your paid access is terminated, access to its paid features ends, including hosting collaboration sessions, Stacks, and facial and eye detection. Local projects remain available while your account access is valid. We do not provide an additional grace period for paid features, subject to applicable law. The offline verification period described in Section 2 does not extend your subscription or create a right to continued paid access after termination.
Subscription expiry does not by itself end your account, your free local project access, or your free guest access. You may still join an authorized host's project under the guest-access conditions in Section 2. If your account access itself is suspended, revoked, or terminated, both local project access and guest collaboration end.
Your media and project files remain on your local storage. Subscription expiry or termination does not itself delete those files or transfer them to us. You remain responsible for storing, backing up, and deleting your local copies.
Export what you need while access is active, and retain originals and independently readable backups. We do not promise perpetual access to a project format or post termination recovery. We do not acquire ownership of Your Content on termination, and we will honor access, portability, retention, and deletion duties imposed by applicable law.
Your license to the affected features ends when the applicable entitlement ends. Stop using features for which you no longer have authorization and remove unauthorized copies. Provisions concerning accrued payment obligations, intellectual property, disclaimers, liability, indemnity where applicable, disputes, and other provisions intended to continue will survive, subject to mandatory law.
19 Mandatory rights and limits on these Terms
NOTHING IN THESE TERMS EXCLUDES, RESTRICTS, OR WAIVES ANY RIGHT, GUARANTEE, WARRANTY, DUTY, LIABILITY, OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED, RESTRICTED, OR WAIVED. THIS INCLUDES APPLICABLE CONSUMER RIGHTS AND ANY NONWAIVABLE RIGHT TO A REFUND, REPAIR, REPLACEMENT, DAMAGES, STATUTORY RELIEF, OR ACCESS TO A COURT.
If you are a consumer, protections that apply because of where you live remain available where the law requires. A purchase for photography or video work does not by itself determine whether the law treats you as a business customer or consumer. A provision that the law prohibits for you does not apply to you; the remaining lawful provisions continue only to the extent permitted by law.
For consumers in New Jersey, the warranty disclaimers in Section 15, liability exclusions and cap in Section 16, business indemnity in Section 17, and governing law and venue provisions in Section 20 do not waive or limit your rights or remedies under the New Jersey Consumer Fraud Act or the New Jersey Truth in Consumer Contract, Warranty and Notice Act. No provision excludes or limits our liability for fraud, gross negligence, reckless or intentional misconduct, or any other liability that New Jersey law prohibits us from excluding or limiting. The business indemnity does not apply to consumers. Statutory warranties and remedies, and any legally protected right to sue in a particular forum, remain available.
20 Governing law and disputes
New Jersey law and applicable United States federal law govern these Terms, without using conflict of law rules to deprive you of mandatory protections. Unless applicable law gives you a nonwaivable right to bring a claim elsewhere, the parties consent to exclusive jurisdiction in the state courts of New Jersey and the United States District Court for the District of New Jersey.
You may contact [email protected] to try to resolve a dispute informally. Informal contact is encouraged but is not a prerequisite to bringing a claim and does not shorten any statutory deadline or restrict access to small claims court, a regulator, or another legally available forum. The governing law and forum provisions do not remove mandatory rights available to consumers in their place of residence.
21 Updates to these Terms
We may revise these Terms prospectively. We will give reasonable notice of material changes through the application, account, or email, ordinarily at least 30 days before they take effect unless a shorter period is necessary for legal or security reasons and is permitted by law. Changes do not retroactively govern an existing dispute.
We will obtain renewed affirmative agreement when required. A material change that adversely affects an existing prepaid subscription will take effect at renewal unless you expressly agree earlier or applicable law permits a different approach. If you do not agree, cancel renewal and stop using the affected Services when your current entitlement ends. We will identify the effective date of each version.
22 General terms and contact
These Terms and applicable Orders are the entire agreement about the Services, replacing earlier discussions on that subject. Neither party relies on a statement outside that agreement to the extent the law permits that limitation; nothing excludes fraud, misleading conduct, or nonwaivable rights. A waiver must be express and applies only to the specific instance. If a provision is invalid, a court may sever it to the extent permitted by law without rewriting it to defeat consumer protections.
You may not transfer your license or this agreement without our written consent, except where the law gives you that right. We may transfer this agreement in connection with a merger, reorganization, or sale of the relevant business, provided that the successor assumes our obligations and your statutory protections are preserved. Neither party is liable for a delay caused by events beyond its reasonable control to the extent the law excuses that delay; this does not eliminate refunds or other mandatory remedies.
Photodepot LLC
Mailing address: PO Box 10012
Edison, NJ 08906
Legal notices: [email protected]
Support and billing: [email protected]