Terms of Use

Effective date: [Launch date] Last updated: [Launch date]

1. About these Terms

These Terms of Use (these “Terms”) govern your access to and use of the Cinax desktop application (the “Application”), the website at cinax.app (the “Website”), and any related services we provide (together, the “Services”).

The Services are provided by Gambit Digital Solutions Limited (“Gambit”, “we”, “our”, “us”), a private limited company registered in England and Wales with company number 08493639.

By downloading, installing, or using the Application, by accessing the Website, or by purchasing a Cinax Pro licence, you agree to these Terms. If you do not agree, do not download, install, or use the Application, do not access the Website, and do not purchase a licence.

These Terms incorporate by reference our Privacy Policy and our Refund Policy.

2. Definitions

In these Terms:

• “Cinax Free” means the free-of-charge tier of the Application.
• “Cinax Pro” means the paid tier of the Application, accessed by activating a valid licence.
• “Licence” means the right granted to you under section 4 of these Terms.
• “Licence Key” means the alphanumeric key delivered to you upon purchase of Cinax Pro, used to activate Cinax Pro within the Application.
• “Permitted User” means an individual to whom a Licence has been issued (for personal use) or, where a Licence has been purchased by a legal entity, an individual employee, contractor, or agent of that entity authorised by it to use the Application.

3. The Application

3.1 General

The Application is a desktop software tool that processes video files on the computer on which it is installed. It is designed to be used with media library software such as Plex, Jellyfin, Emby, and Infuse, none of which are affiliated with or endorsed by us.

3.2 Free and Pro tiers

The Application is distributed in two tiers:

• Cinax Free is available without charge and provides the core feature set of the Application as described on the Website at the time of your download.
• Cinax Pro is available for a one-time purchase fee and provides additional features as described on the Website. Cinax Pro is activated by entering a Licence Key into the Application.

The features included in each tier may change over time. We will not retroactively move a feature from Cinax Free into Cinax Pro for users who have already downloaded the affected version of the Application, but we may add new features to either tier and may discontinue features in either tier as part of normal product evolution.

3.3 Requirements and compatibility

The Application requires a supported version of macOS or Microsoft Windows, as set out on the Website at the time of your download. We do not guarantee compatibility with future versions of these operating systems, and we may discontinue support for older versions with reasonable notice.

The Application is delivered as a self-contained installer. We do not warrant that the Application will function correctly with every configuration of hardware, third-party software, or media file format, and your use of the Application is at your own risk subject to the limitations in section 10.

4. Licence

4.1 Grant of Licence — Cinax Free

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to install and use Cinax Free on computers controlled by you (or, where you are using the Application on behalf of an organisation, by that organisation), for personal or internal business purposes.

4.2 Grant of Licence — Cinax Pro

Subject to your payment of the applicable fee and your continued compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to install and use Cinax Pro for personal or internal business purposes by the Permitted User to whom the Licence was issued.

A single Licence Key is intended for use by one Permitted User. We do not impose a hard technical limit on the number of devices on which a single Licence Key may be activated, but we reserve the right to investigate and restrict Licence Keys that show patterns of misuse (for example, simultaneous activations from a large number of unrelated devices).

4.3 What the Licence does not include

The Licence granted under section 4.1 or 4.2 does not include the right to:

• copy, modify, or create derivative works of the Application except as expressly permitted by applicable law;
• decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the Application except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
• redistribute, sublicense, rent, lease, lend, or sell the Application or any Licence Key to any third party;
• remove or alter any proprietary notice, mark, label, watermark, or licence file contained in or accompanying the Application;
• use the Application to circumvent any technological protection measure on content you do not own or have the right to use; or
• use the Application in violation of any applicable law.

4.4 Reservation of rights

All right, title, and interest in and to the Application, including all copyright and other intellectual property rights, are owned by Gambit and our licensors. No rights are granted to you under these Terms except for those expressly stated. All other rights are reserved.

5. Purchasing Cinax Pro

5.1 Payment

Cinax Pro licences are sold through our payment processor, Stripe. The price displayed at checkout is the price you will pay, except where local tax adjustments apply. We may change our prices from time to time, but a price change will not affect any Licence you have already purchased.

5.2 Delivery of Licence Keys

Following successful payment, your Licence Key will be delivered to the email address you provide at checkout, typically within a few minutes. If you do not receive your Licence Key within 24 hours, please check your spam folder and then contact us at [email protected].

5.3 Refunds

Refunds are governed by our Refund Policy.

6. Acceptable use

You agree that you will not use the Application or the Services:

• in any manner that breaches any applicable law or regulation, including without limitation laws relating to copyright, data protection, and export control;
• to process, store, or distribute content that infringes the intellectual property rights of any third party;
• to upload, distribute, or facilitate the distribution of malware, spyware, ransomware, or any other malicious software;
• to attempt to gain unauthorised access to, or to interfere with the security or integrity of, the Services or any system or network connected to the Services;
• to harass, abuse, defame, or otherwise harm any other person; or
• in any manner that could damage, disable, overburden, or impair the operation of the Services or interfere with any other party’s use of the Services.

We reserve the right to investigate suspected violations of this section 6 and to revoke any Licence Key issued to a user found to be in serious or repeated violation.

7. Third-party services

The Application and Website integrate with or refer to third-party services not operated by us, including (without limitation) TheTVDB, The Movie Database, AniDB, Stripe, Sentry, GitHub, and Cloudflare. Your use of those services is governed by the terms and privacy notices of the respective providers, and we are not responsible for the availability, content, or practices of those services.

References to third-party trademarks (including Plex, Jellyfin, Emby, Infuse, MKVToolNix, and others) are made for descriptive purposes only. The respective owners of those trademarks are not affiliated with, and do not endorse, the Application or the Services.

8. Updates and changes to the Application

We may release updates to the Application from time to time, including bug fixes, security patches, and new features. We are not obligated to release any particular update, and we may discontinue support for older versions of the Application with reasonable notice.

Some updates may change the functionality of the Application or remove features. While we will endeavour to give reasonable notice of material changes, your continued use of the Application after an update constitutes acceptance of the updated Application.

9. Termination

9.1 Termination by you

You may terminate your Licence at any time by uninstalling the Application from all of your devices and ceasing to use the Services.

9.2 Termination by us

We may suspend or terminate your Licence (including any Cinax Pro Licence) with immediate effect and without prior notice if you materially breach these Terms. In particular, we may revoke any Licence Key that is being used in serious or repeated violation of section 6 or section 4.3.

9.3 Effect of termination

On termination of any Licence:

• the rights granted to you under section 4 cease immediately;
• you must uninstall the Application from all of your devices;
• any provisions of these Terms that by their nature should survive termination (including, without limitation, sections 4.4, 10, 11, 13, and 14) will continue in effect.

Termination does not entitle you to a refund except as provided in our Refund Policy.

10. Disclaimers

10.1 General

THE APPLICATION AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE APPLICATION OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10.2 Your responsibility for your files

You are solely responsible for maintaining backups of any files you process with the Application. The Application performs operations on files at your direction, including renaming, modifying, and converting files. While we have designed the Application with safety mechanisms intended to prevent accidental data loss, you acknowledge that file operations carry inherent risk, and we strongly recommend that you maintain independent backups of any important files before using the Application.

10.3 Third-party metadata

The Application may retrieve metadata about your media from third-party databases (as described in section 7). The accuracy, completeness, and availability of that metadata are controlled by the relevant third-party provider, not by us. We are not responsible for incorrect, incomplete, or missing metadata.

11. Limitation of liability

11.1 Statutory rights

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law. If you are a consumer, your statutory rights as a consumer are unaffected by these Terms.

11.2 Excluded losses

Subject to section 11.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following, even if foreseeable and even if we have been advised of the possibility of such losses:

• loss of profits, revenue, anticipated savings, business, opportunity, goodwill, or reputation;
• loss or corruption of data or files (including, without limitation, media files processed by the Application);
• any indirect, special, incidental, or consequential loss or damage.

11.3 Cap on liability

Subject to sections 11.1 and 11.2, our total aggregate liability to you under or in connection with these Terms, the Application, or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the greater of:

• the total amount paid by you to us in the twelve (12) months preceding the event giving rise to the liability; and
• one hundred pounds sterling (£100).

12. Indemnity

You agree to indemnify and hold harmless Gambit Digital Solutions Limited, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• your violation of these Terms;
• your violation of any law or the rights of any third party in your use of the Application or the Services; or
• any content or files you process using the Application that infringe the rights of a third party.

13. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the laws of England and Wales.

You agree that the courts of England and Wales will have exclusive jurisdiction to settle any such dispute or claim, except that if you are a consumer resident in another jurisdiction within the United Kingdom or the European Union, you may also bring proceedings in the courts of your country of residence.

14. General

14.1 Entire agreement

These Terms, together with the Privacy Policy and the Refund Policy, constitute the entire agreement between you and us in relation to your use of the Application and the Services, and supersede any prior agreements, communications, or representations relating to the same subject matter.

14.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.

14.3 No waiver

No failure or delay by us to exercise any right or remedy under these Terms will be a waiver of that right or remedy.

14.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to any successor in connection with a merger, acquisition, reorganisation, or sale of substantially all of our assets, on no less favourable terms.

14.5 No partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and us.

14.6 Updates to these Terms

We may update these Terms from time to time. When we make a change, we will update the “Last updated” date at the top of these Terms. Where the change is material, we will give reasonable notice on the Website. Your continued use of the Application or the Services after the effective date of an update constitutes acceptance of the updated Terms.

15. Contact

Questions about these Terms should be directed to:

Gambit Digital Solutions Limited Email: [email protected] Registered office: Unit 1 Mistry House, Dudley Street, Luton, Beds, LU2 0NT, United Kingdom Company number: 08493639 (England and Wales)