End User License Agreement

Version 1.0 · Last updated: July 11, 2026

IMPORTANT — READ CAREFULLY. BY CLICKING "I AGREE," OR BY INSTALLING, COPYING, ACTIVATING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT (THE "AGREEMENT"). IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE, AND (IF APPLICABLE) REQUEST A REFUND UNDER THE REFUND AND CANCELLATION POLICY WITHIN THE REFUND WINDOW. IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND "YOU" MEANS THAT ENTITY.

Licensor: 18055441 Canada Inc., a corporation incorporated under the laws of Canada, operating as "OffloadPro" ("OffloadPro," "we," "us," or "our").

1. Definitions

1.1 "Software" means the OffloadPro desktop application and all of its local components, including the user interface application, the background daemon/service, the transfer worker, bundled command-line helpers, installers, updates, upgrades, patches, and documentation we make available.

1.2 "Services" means the OffloadPro website at offloadpro.io, download services, account portal, and the licensing, activation, and entitlement services we operate for the Software. Use of the Services is also governed by the OffloadPro Terms of Service.

1.3 "Customer Content" means media files, project files, metadata, file naming data, device registry entries, and any other data you process, store, organize, transfer, or back up using the Software. Customer Content resides on storage locations you select (local drives, network storage, removable media, or third-party cloud accounts).

1.4 "Activation" means a single installation of the Software operating under an active entitlement associated with your license or subscription. Unless your plan expressly provides otherwise, one Activation corresponds to one installation in active use at a time; you may deactivate an installation and activate another, subject to reasonable anti-abuse controls.

1.5 "Plan" means the pricing tier under which you use the Software (for example: Free, Creator, Team, or Studio), including trial, promotional, courtesy, educational, or enterprise variants of those tiers.

1.6 "Destructive Operation" means any operation of the Software that deletes, erases, formats, overwrites, or otherwise makes data unavailable, including (a) device format execution; (b) "move"-style transfers that remove source files after a copy is reported verified; and (c) any overwrite of an existing destination file that you configure or confirm.

2. Related terms and order of precedence

2.1 The following documents are incorporated into this Agreement by reference, as updated from time to time:

2.2 This Agreement governs the Software. The Terms of Service govern the website and account portal. If this Agreement conflicts with the Terms of Service with respect to installed Software, this Agreement controls. Billing mechanics stated at checkout or in the Refund and Cancellation Policy control for billing-specific matters.

3. License grant

3.1 Grant. Subject to your compliance with this Agreement and payment of applicable fees, OffloadPro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software, for your internal business or personal media ingest, verification, organization, and backup workflows, in accordance with your Plan and its Activation limits, device limits, and feature entitlements.

3.2 Commercial output permitted. For clarity, "internal" use includes using the Software in the course of providing your own professional services (for example, DIT, videography, or post-production services for your clients). What you may not do is redistribute, resell, rent, or provide the Software itself to third parties as a stand-alone offering or hosted service, except under a separate written agreement with us.

3.3 Free tier. If you use the Software without a paid Plan, your use is licensed under this Agreement with the feature set and limits of the Free Plan, at no charge. We may change Free Plan limits prospectively.

3.4 Trials, promotional, and courtesy licenses. Trial, promotional (including printed promo codes), courtesy, and educational licenses are licensed — not sold — for the stated period and feature set, may not be stacked, transferred, or redeemed for value, and may be subject to anti-abuse controls (Section 12). Trials do not require payment details and do not convert into paid subscriptions automatically; when a trial ends, the Software reverts to the Free Plan feature set.

3.5 Backup copies. You may keep a reasonable number of copies of the installer for archival and deployment purposes, provided all copies remain subject to this Agreement.

4. Ownership; Customer Content

4.1 The Software is licensed, not sold. OffloadPro and its licensors retain all right, title, and interest in and to the Software, the OffloadPro name and logo, offloadpro.io, and all related documentation, interfaces, designs, and other intellectual property. No rights are granted except as expressly stated in this Agreement.

4.2 You retain all right, title, and interest in and to Customer Content. We claim no ownership of your media. The Software is designed so that Customer Content is processed on your machine and moved only between storage locations you select; we do not receive copies of your media as part of normal operation, and we do not use Customer Content to train artificial intelligence models.

5. Restrictions

Except to the extent a restriction is unenforceable under applicable law, you may not, and may not permit anyone to:

  • copy (except as permitted in Section 3.5), modify, adapt, translate, or create derivative works of the Software;
  • reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent applicable law expressly permits it despite this limitation;
  • bypass, disable, tamper with, or interfere with license activation, entitlement verification, trial enforcement, anti-abuse, or other technical protection measures, or use the Software with any bypassed or tampered mechanism;
  • share, publish, or resell license keys, or use a license key or activation credential beyond the scope of the associated Plan;
  • distribute, rent, lease, lend, sublicense, timeshare, host as a service, or commercially resell the Software except under a separate written agreement with us;
  • remove, alter, or obscure proprietary notices in or on the Software;
  • use the Software to infringe or misappropriate any third party's rights or to violate any applicable law, including privacy and intellectual-property laws; or
  • use unauthorized, patched, cracked, or altered builds of the Software.

6. Nature of the Software; no guarantee of data preservation

6.1 What the Software does. The Software is a workflow tool designed to reduce the operational risk of media offload through device identification, transfer status reporting, checksum verification (for example xxHash64 or MD5), routing rules, backup fan-out, and pre-format verification checks.

6.2 What the Software cannot do. NO SOFTWARE CAN GUARANTEE THE PRESERVATION, COMPLETENESS, CORRECTNESS, RECOVERABILITY, OR CONTINUED AVAILABILITY OF DATA. Verification features operate on the data and storage state that exists at the time a check runs and depend on the configuration you select, the honesty of storage hardware and drivers, and conditions outside our control. A successful checksum comparison confirms only that two copies matched when compared; it does not guarantee that source media was not already corrupted at capture, that storage will not subsequently fail, or that any particular copy will remain intact.

6.3 Failure sources outside our control. Failures can result from, among other things: corrupted or counterfeit source media; failing or misreporting hardware (cards, readers, cables, hubs, enclosures, drives); interrupted power or forced shutdowns; operating system sleep, updates, or bugs; filesystem corruption; antivirus or backup agents locking files; permission or quota restrictions; network interruptions; third-party provider outages or API changes; clock or timezone anomalies; and user configuration error.

6.4 Your verification duty. You must independently confirm that files have been copied, verified, and backed up to your satisfaction — including by reviewing job status, file counts, and sizes, and spot-checking content where the material is irreplaceable — BEFORE deleting, formatting, erasing, or reusing source media, and before relying on any single copy.

7. Destructive Operations; assumption of risk

7.1 Availability. Certain Plans include Destructive Operations, such as format execution after a pre-format verification ("format preflight") and move-style transfers that remove source files after a copy is reported verified.

7.2 User authorization required. Destructive Operations run only on storage you select and only after you (or someone using your installation) expressly initiate or confirm them. You are solely responsible for ensuring that the correct device, volume, folder, or file is targeted, and that every person with access to your installation is authorized to confirm Destructive Operations.

7.3 Preflight limits. Format preflight and similar checks are point-in-time comparisons against the Software's transfer records, inventory files, and the destination and backup copies then visible to the Software. They cannot detect every failure mode — including destination media that later fails, copies altered or deleted after the check, misreporting storage hardware, or records made inaccurate by external changes — and they do not verify storage locations that are offline or not configured at the time of the check.

7.4 ASSUMPTION OF RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL RISK ARISING FROM DESTRUCTIVE OPERATIONS, INCLUDING THE RISK THAT DATA ERASED BY A DESTRUCTIVE OPERATION CANNOT BE RECOVERED AND THE RISK THAT REMAINING COPIES ARE LATER LOST, CORRUPTED, OR INCOMPLETE. DO NOT AUTHORIZE A DESTRUCTIVE OPERATION UNLESS YOU HAVE INDEPENDENTLY CONFIRMED THAT ALL DATA YOU CARE ABOUT EXISTS IN AT LEAST THE NUMBER OF INDEPENDENT COPIES YOUR WORKFLOW REQUIRES.

8. User responsibilities

You are solely responsible for:

  • selecting correct source and destination paths, routing rules, naming rules, and duplicate-handling settings;
  • maintaining sufficient storage capacity, permissions, credentials, and network connectivity;
  • the health and suitability of your hardware, storage media, readers, cables, and operating environment, including monitoring for media wear and counterfeit storage;
  • maintaining independent, redundant backups appropriate to the value of your content (for irreplaceable production media, industry practice is at least three copies on at least two different media types with at least one offsite);
  • verifying transfer and backup completion as described in Section 6.4 before authorizing any Destructive Operation or reusing media;
  • compliance with laws applicable to your content and workflows, including privacy, publicity, and copyright laws; and
  • all activity that occurs through your installation and license keys, and safeguarding your account credentials and license keys.

9. Third-party services and connectors

9.1 The Software can connect, at your direction, to third-party services such as Google Drive, Microsoft OneDrive, Dropbox, and Backblaze B2, and to notification services such as Slack and Discord (availability varies by Plan and version). Third-party services are not operated by us, and your use of them is governed solely by your agreements with the relevant provider.

9.2 Connections use provider-authorized mechanisms (for example OAuth with PKCE, or provider application keys you supply). Credentials are stored locally on your machine using operating-system-protected secure storage where available; uploads run directly from your machine to the provider. We do not proxy or store your media on OffloadPro servers as part of these transfers.

9.3 We are not responsible for third-party services, including outages, API or scope changes, rate limits, quotas, account suspensions, authentication failures, provider-side deletion, versioning, deduplication or conflict behavior, provider-side corruption, or policy changes, or for their effect on transfers, backups, or preflight checks. Cloud destinations count as "copies" only to the extent the provider actually stores and returns your data; verify independently for irreplaceable content.

10. Third-party trademarks and compatibility references

References in the Software, installer, documentation, or marketing to third-party products, services, cameras, codecs, storage formats, and cloud providers — including names and logos such as Apple, macOS, Microsoft, Windows, Linux, Google Drive, Dropbox, OneDrive, Backblaze, B2, ARRI, Canon, Sony, Panasonic, Blackmagic Design, RED, DJI, Apple ProRes, CFexpress, CFast, SD/SDXC, SxS, Slack, and Discord — are used solely to identify compatibility, interoperability, supported formats, or destination options. All third-party trademarks, service marks, and logos are the property of their respective owners. OffloadPro is not affiliated with, sponsored by, endorsed by, or otherwise associated with any of those owners, and no such affiliation or endorsement is claimed or implied. See the Third-Party Trademark and Attribution Notice.

11. Open-source and third-party software

The Software includes or is distributed with third-party and open-source components (for example, FFmpeg-project tools used for media metadata extraction) that are licensed under their own terms, including the LGPL and other open-source licenses. Those terms are set out in the third-party notices distributed with the Software and available in the application and on our website. To the extent any open-source license grants you rights that this Agreement cannot limit, the open-source license controls for that component. Nothing in this Agreement limits your rights under those licenses.

12. Licensing, activation, and offline operation

12.1 Activation. Paid Plans are activated with a license key or account sign-in. On activation, the Software exchanges the key for a signed entitlement stored locally, together with an activation credential. The raw license key is not required for routine operation after activation.

12.2 Entitlement checks. The Software periodically refreshes its entitlement when internet access is available. License validation and checking for software updates (a request for a version manifest) are designed to be the only routine communications between the Software and our servers; the Software does not send usage analytics or telemetry of your media activity. Validation involves account/licensing identifiers, plan status, application version and platform, a derived (hashed) machine fingerprint, and network metadata such as IP address, as described in the Privacy Policy.

12.3 Offline use and grace. The Software is designed for field use: after a successful entitlement refresh it can operate offline for the remainder of the entitlement lease, followed by an offline grace window. If the entitlement cannot be refreshed by the end of the grace window, paid features pause and the Software reverts to the Free Plan feature set. Your local data is not deleted by an entitlement lapse.

12.4 Anti-abuse. We may use reasonable technical controls (activation limits, hashed device fingerprints, rate limits) to prevent trial abuse, key sharing, and fraud, and may suspend activations that show clear signs of abuse, as described in Section 16.

13. Updates

13.1 We may provide maintenance releases, security patches, feature updates, and critical updates. Updates may add, change, deprecate, or remove features, and some updates may be required for continued compatibility, security, or license validation.

13.2 For critical security or data-integrity issues, the Software may decline to run licensed operations until a critical update is applied. We will use reasonable efforts to reserve this mechanism for genuine safety, security, or integrity issues.

13.3 Updated Software may be accompanied by revised terms; material changes are handled under Section 22.

14. Fees; payment; taxes

14.1 Paid Plans are sold through our merchant of record, Paddle, which handles checkout, payment processing, invoicing, applicable taxes, and payment-related compliance. Your purchase is also subject to the billing terms presented at checkout.

14.2 Prices, plan features, and limits may change; changes apply prospectively from your next renewal, not retroactively to a period you have already paid for.

14.3 Refunds, cancellations, trials, and renewal mechanics are governed by the Refund and Cancellation Policy.

15. Trial, beta, and pre-release builds

Builds designated as alpha, beta, preview, release-candidate, early-access, or pre-release are provided for evaluation, may be unstable or incomplete, may expire or change materially between builds, and are subject to the Beta / Pre-Release Terms in addition to this Agreement. Pre-release builds are not warranted for production-critical workflows, and Destructive Operations in pre-release builds should not be used on irreplaceable media.

16. Term; suspension; termination

16.1 Term. This Agreement applies from the first time you accept it or use the Software and continues until terminated.

16.2 Termination by you. You may terminate at any time by uninstalling the Software and ceasing use. Subscription cancellation and refunds are handled under the Refund and Cancellation Policy.

16.3 Suspension or termination by us. We may suspend or terminate your license, activations, or access to licensing services if (a) you materially breach this Agreement (including Section 5) and, where the breach is curable, fail to cure it within fourteen (14) days after notice; (b) fees owed are charged back, reversed, or fraudulent; or (c) suspension is reasonably necessary to address fraud, abuse, security, or legal risk. Where practicable we will notify you and, for curable issues, restore access on cure.

16.4 Effect of termination. On termination, the license in Section 3 ends and you must stop using paid features and, if we so request following termination for breach, uninstall the Software. Termination does not delete Customer Content or your local database; the Software's local data remains on your machine and the free feature set remains available unless termination was for breach. Sections intended by their nature to survive — including Sections 4, 5, 6, 7, 10, 11, 17, 18, 19, 20, and 21 — survive.

17. Privacy

Our collection and use of personal information in connection with the Software and Services is described in the Privacy Policy. Summary for the Software: no behavioral analytics or advertising identifiers; licensing, account, support, and billing data only; media stays on storage you choose.

18. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DATA LOSS, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT VERIFICATION, PREFLIGHT, OR BACKUP FEATURES WILL DETECT EVERY ERROR OR PREVENT EVERY LOSS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, AND NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS, OR MODIFIES ANY CONSUMER GUARANTEE, WARRANTY, CONDITION, OR RIGHT THAT APPLIES TO YOU BY LAW AND CANNOT LAWFULLY BE EXCLUDED, INCLUDING UNDER THE BUSINESS PRACTICES AND CONSUMER PROTECTION ACT (BRITISH COLUMBIA) OR OTHER APPLICABLE CONSUMER PROTECTION LEGISLATION. IN THAT CASE, OUR LIABILITY IS LIMITED TO THE MINIMUM EXTENT THE LAW ALLOWS.

19. Limitation of liability

19.1 EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OFFLOADPRO NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AGGRAVATED, OR PUNITIVE DAMAGES, OR FOR ANY OF THE FOLLOWING (WHETHER CHARACTERIZED AS DIRECT OR INDIRECT): LOSS OF OR DAMAGE TO DATA OR MEDIA (INCLUDING LOST, CORRUPTED, ERASED, OR UNRECOVERABLE FOOTAGE, AUDIO, OR PHOTOS), COSTS OF RECOVERY OR RECONSTRUCTION OF DATA, RESHOOT OR RE-CAPTURE COSTS, LOST PROFITS OR REVENUE, LOSS OF BUSINESS OR CLIENTS, MISSED DEADLINES OR DELIVERABLES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICES — INCLUDING ANY DESTRUCTIVE OPERATION — UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID FOR THE SOFTWARE OR SERVICES (THROUGH OUR MERCHANT OF RECORD OR OTHERWISE) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, AND (B) FIFTY CANADIAN DOLLARS (CAD $50).

19.3 EXCEPTIONS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING, WHERE APPLICABLE LAW SO PROVIDES, LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR WILFUL MISCONDUCT OR GROSS NEGLIGENCE, OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

19.4 BASIS OF THE BARGAIN. YOU ACKNOWLEDGE THAT THE FEES (INCLUDING FREE ACCESS WHERE APPLICABLE) REFLECT THE ALLOCATION OF RISK IN THIS SECTION, THAT THE SOFTWARE OPERATES ON HARDWARE, MEDIA, AND SERVICES WE DO NOT CONTROL, AND THAT WITHOUT THESE LIMITS WE COULD NOT OFFER THE SOFTWARE ON THESE TERMS.

20. Indemnification

You will defend, indemnify, and hold harmless OffloadPro and its directors, officers, employees, and agents from and against claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from (a) Customer Content, including claims that Customer Content infringes or violates a third party's rights; (b) your use of the Software or Services in violation of this Agreement or applicable law; or (c) your provision of services to your own clients using the Software. This Section does not apply to the extent a claim results from our breach of this Agreement, and, if you are a consumer, applies only to the extent permitted by the consumer protection laws of your jurisdiction.

21. Export and sanctions compliance

You represent that you are not located in, and will not use or export the Software in violation of, any applicable export-control or economic sanctions laws of Canada, the United States, or other applicable jurisdictions, and that you are not a person or entity to whom supply of the Software is prohibited under those laws.

22. Changes to this Agreement

We may update this Agreement from time to time. For material changes, we will provide notice through the Software, installer, website, or email, and the updated Agreement will apply from the earlier of your acceptance or your next renewal (or, for free use, thirty (30) days after notice). Material changes will require renewed acceptance in the Software where the Software presents an acceptance flow. If you do not agree to an updated Agreement, you must stop using the Software; if you have an active paid subscription, you may cancel under the Refund and Cancellation Policy. Each version of this Agreement is identified by version number and date.

23. Governing law; venue; consumer rights

23.1 This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Subject to Section 23.3, the courts of British Columbia sitting in Vancouver have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and the parties attorn to that jurisdiction.

23.3 If you are a consumer, Sections 23.1 and 23.2 do not deprive you of (a) the protection of mandatory consumer-protection rules of the jurisdiction where you reside, or (b) any non-waivable right to bring or defend proceedings in your local courts.

24. General

24.1 Entire agreement. This Agreement, together with the documents referred to in Section 2 and any order or checkout terms, is the entire agreement between you and OffloadPro regarding the Software and supersedes all prior or contemporaneous understandings on that subject.

24.2 Assignment. You may not assign this Agreement without our prior written consent, except to a successor of your business by merger, reorganization, or sale of substantially all assets, with notice to us. We may assign this Agreement in connection with a merger, financing, reorganization, or sale of all or part of our business.

24.3 Severability; waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect. A failure to enforce a provision is not a waiver.

24.4 Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control.

24.5 Notices. We may provide notices through the Software, the website, your account email, or the contact details you provide. Legal notices to us must be sent to legal@offloadpro.io and to our mailing address at 250-997 Seymour St, Vancouver, BC V6B 3M1, Canada.

24.6 Language. The parties have expressly required that this Agreement and all related documents be drafted in the English language. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en langue anglaise.

24.7 No third-party beneficiaries, except that our directors, officers, employees, suppliers, and licensors may rely on Sections 19 and 20.

25. Contact

18055441 Canada Inc. (operating as OffloadPro)
250-997 Seymour St, Vancouver, BC V6B 3M1, Canada
Legal: legal@offloadpro.io
Privacy: privacy@offloadpro.io
Support: support@offloadpro.io
Billing: billing@offloadpro.io