End User License Agreement

Last updated: 2026-07-29 Effective: 2026-07-29

This End User License Agreement ("EULA") is a legal agreement between you (an individual or an organization, "You" or "Licensee") and SeafloorSpeciesmapper LLC, a Wyoming limited liability company ("Company", "we", "us", or "our"), governing your use of the SeafloorSpeciesmapper desktop application software, including all its components, updates, and accompanying documentation (collectively, the "Software").

By installing, activating, or using the Software, you accept this EULA. If you do not accept this EULA, do not install, activate, or use the Software.

Use of Company's online services is governed by the separate Terms of Service at seafloorspeciesmapper.com/terms. This EULA governs only the Software.

1. Definitions

• "Software" means the SeafloorSpeciesmapper desktop application, including all Company-authored R packages installed as part of the application (currently the *mapR family, seafloormapRcore, seafloormapRtools, sonarmapR, sonarmapRclassifier, and marineregpack1-5), any command-line utilities distributed with the application, and any updates.
• "Documentation" means the user manuals and reference material published at seafloorspeciesmapper.com/docs.
• "License Key" means the alphanumeric key issued by Company that, together with License Key validation via the Company's servers, unlocks use of the Software.
• "Named User" means one specific natural person to whom a License Key is bound by email address.
• "Seat" means a single Named-User entitlement to activate the Software on up to three (3) devices belonging to that Named User.
• "Subscription Tier" means the subscription plan under which the License Key was issued (Pay-per-use, Focus, Pro, or Enterprise).
• "Term" means the period during which Licensee's subscription entitles it to use the Software.

2. License Grant

2.1 Grant. Subject to Licensee's compliance with this EULA and payment of all applicable fees, Company grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to:

• Install and use the Software on up to three (3) devices per Seat, provided each device is owned or controlled by the Named User assigned to that Seat;
• Use the Software solely for Licensee's internal business, research, or educational purposes, within the seat, cell-count, and feature limits of the Subscription Tier;
• Make one archival backup copy of the Software solely for disaster-recovery purposes.

2.2 Scope by Subscription Tier. The Software's feature set available to Licensee depends on the Subscription Tier:

• Pay-per-use: the Software may be used for methodology testing only; env-fetch integration, PDF/HTML report generation, Pack 5 valuation, and Value-adds A/B/E/I are disabled; cell count per run limited to 25,000.
• Focus: env-fetch integration, PDF/HTML reports, Pack 5, Value-adds A/B/E/I/J available; 1-3 species packs unlocked per Licensee's subscription; up to 3 Named-User Seats; cell count per run limited to 100,000.
• Pro: all species packs unlocked; Pack 2, Pack 3, all Value-adds available; custom tolerance envelope fitting (Gaussian) available; up to 5 Named-User Seats included; cell count per run limited to 1,000,000.
• Enterprise: all Pro features plus Pack 4, full custom envelope suite (KDE, biotope clustering, versioning), API access, white-label reports; up to 25 Named-User Seats included; cell count per run limited to 10,000,000.

2.3 Feature Restrictions Are Contractual. Licensee acknowledges that feature availability is enforced both technically (via License Key features flags) and contractually (via this EULA). Licensee will not attempt to enable features not covered by its Subscription Tier through any means, including modification of License Key data, network interception, or configuration file editing.

3. License Key Activation and Enforcement

3.1 Activation. Upon first launch, the Software prompts for a License Key. The Software transmits the License Key and the device's hardware fingerprint to Company's license server. If the License Key is valid and has activation slots remaining, the server issues an activation token, which the Software caches locally in an encrypted store (macOS Keychain, Windows DPAPI, or Linux libsecret).

3.2 Periodic Re-Validation. The Software re-validates the activation token at least once every seven (7) days by contacting Company's license server. Licensee grants Company the right to receive this validation traffic, including the License Key, an anonymized device identifier, and the Software version.

3.3 Offline Grace Period. If the Software cannot reach Company's license server, the Software continues to operate for up to thirty (30) days from the last successful validation. After thirty (30) days offline, the Software enters read-only mode: existing files may be opened and viewed, but new suitability runs cannot be started until a successful validation occurs. Read-only mode is not a feature reduction; it is a licensing enforcement measure.

3.4 Seat Reassignment. A Seat may be reassigned to a different Named User once every ninety (90) days by an administrator with sufficient rights on Licensee's account. Reassignment invalidates all activation tokens previously issued to the prior Named User and requires the new Named User to re-activate their devices.

3.5 Revocation. Company may revoke a License Key with immediate effect if: (a) Licensee's subscription is cancelled or expires; (b) Licensee's payment is 30+ days overdue; (c) Company reasonably determines the License Key has been shared beyond permitted uses; or (d) Licensee materially breaches this EULA.

4. Restrictions

Licensee will not, and will not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Software except as expressly permitted by this EULA;
• Reverse-engineer, disassemble, or decompile the Software, or attempt to extract source code, model coefficients, scoring algorithms, or license enforcement logic, except to the extent this restriction is prohibited by applicable law (for example, EU Directive 2009/24/EC's interoperability provisions);
• Rent, lease, lend, sell, sublicense, or otherwise transfer the Software or a License Key to any third party without Company's prior written consent;
• Remove or alter any proprietary notices, labels, or marks on the Software;
• Circumvent, disable, or interfere with License Key validation, feature flags, or any other technical protection measures;
• Use the Software in a manner that exceeds the seat, cell-count, or feature limits of the Subscription Tier;
• Use the Software to build a competing product or benchmark it against a competing product without Company's prior written consent;
• Use the Software in violation of applicable law, including sanctions and export control laws;
• Use the Software to process data on behalf of a third party as a service (for example, running a consultancy operation using a single-Seat license), except with an Enterprise agreement that expressly permits such use.

5. Ownership

5.1 Ownership of Software. The Software is licensed, not sold. Company and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. This EULA grants Licensee no ownership rights.

5.2 Third-Party Components. The Software includes open-source software subject to the terms of the applicable open-source licenses (Apache 2.0, MIT, GPL-3, and others). A current inventory of open-source components and their licenses is included with the Software installation at oss-notices.txt and published at seafloorspeciesmapper.com/oss. To the extent the terms of an open-source license conflict with this EULA, the open-source license terms govern with respect to that component.

5.3 CRAN-Published Components. Certain components of the Software (currently oystermapR and maerlmapR) are also published on CRAN under the Apache 2.0 license. Licensee's use of the CRAN-published packages under Apache 2.0 outside the Software is governed by that license, not this EULA. Nothing in this EULA restricts Licensee's Apache 2.0 rights to the CRAN-published packages.

6. Updates

6.1 Automatic Updates. The Software may check for and download updates automatically. Updates may include bug fixes, security patches, new features, and changes to the license enforcement mechanism. Licensee may configure the update behavior in the Software's settings, subject to a maximum deferral of thirty (30) days for security patches.

6.2 No Downgrade. Company is not obligated to support prior versions of the Software after a new version is released. Company will endeavor to provide at least ninety (90) days' notice before ending security support for a prior version.

6.3 Updates Are Part of the Software. Updates are provided under the terms of this EULA. Continued use of the Software after an update is deemed acceptance of any changes to this EULA that accompany the update, provided the changes are notified to Licensee at least 30 days in advance for material changes.

7. Support

7.1 Support by Subscription Tier. Support is provided as follows:

• Pay-per-use: community forum only; no dedicated support;
• Focus: email support during business hours (Monday–Friday, 09:00–17:00 UK time), best-effort response within two (2) business days;
• Pro: priority email support, target response within one (1) business day;
• Enterprise: dedicated support contact, service-level agreement per Master Services Agreement.

7.2 Excluded Support. Support does not include: (a) issues arising from Licensee's modifications to the Software; (b) issues arising from Licensee's operating system, hardware, or network configuration outside supported platforms; (c) issues arising from third-party software or data not distributed with the Software; (d) training in ecological modelling, marine biology, or GIS.

8. Data Handling by the Software

8.1 Data Processed Locally. The Software processes Customer Data (survey files, ground-truth observations, environmental data, output files) locally on Licensee's device. The Software does not transmit Customer Data to Company's servers except in the following circumstances:

• When Licensee explicitly uploads data to the online Service via the Software;
• When Licensee has enabled telemetry-with-samples (opt-in) for product improvement;
• When Customer Support requires a diagnostic bundle at Licensee's explicit request.

8.2 Telemetry. By default, the Software collects and transmits to Company: (a) License Key validation traffic (see Section 3.2); (b) crash reports and anonymized performance metrics; (c) version and platform information for update targeting. Licensee may disable non-license telemetry in the Software's settings.

8.3 Privacy Policy. Any personal data processed by the Software or transmitted to Company is handled in accordance with Company's Privacy Policy at seafloorspeciesmapper.com/privacy.

9. Warranty and Disclaimer

9.1 Limited Warranty. Company warrants that, for thirty (30) days after the initial License Key is issued, the Software will substantially conform to the Documentation. Company's sole obligation, and Licensee's sole remedy, for any breach of this warranty is that Company will use commercially reasonable efforts to correct the non-conformity, and if it cannot do so within 30 days, Licensee's exclusive remedy is a pro-rated refund of prepaid subscription fees.

9.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS EULA, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED USE. THE SUITABILITY SCORES, RANKINGS, MAPS, AND OTHER OUTPUTS PRODUCED BY THE SOFTWARE ARE DECISION-SUPPORT ARTIFACTS, NOT PERMITS OR PROFESSIONAL ADVICE. LICENSEE IS SOLELY RESPONSIBLE FOR VERIFYING OUTPUTS AGAINST GROUND-TRUTH SURVEYS AND LICENSED PROFESSIONAL CONSULTATION BEFORE ACTING ON THEM.

10. Limitation of Liability

10.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE SOFTWARE.

10.2 Damages Cap. COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS EULA FOR ANY AND ALL CLAIMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES LICENSEE PAID TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10.3 Applicability. These limitations apply regardless of the theory of liability (contract, tort, or otherwise). Some jurisdictions do not allow certain limitations of liability; in such jurisdictions Company's liability is limited to the maximum extent permitted by law.

11. Termination

11.1 Automatic Termination. This EULA terminates automatically upon expiration or cancellation of Licensee's subscription, upon revocation of the License Key under Section 3.5, or upon Licensee's material breach of this EULA.

11.2 Effect of Termination. Upon termination, Licensee must: (a) cease all use of the Software; (b) uninstall the Software from all devices; and (c) destroy or return any copies of the Software, including any archival backup.

11.3 Survival. Sections 4, 5, 9, 10, and 12 survive termination.

12. General Provisions

12.1 Governing Law and Venue. This EULA is governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws principles. Any dispute arising out of or relating to this EULA will be resolved exclusively in the state and federal courts located in Cheyenne, Wyoming, and each party consents to personal jurisdiction and venue there. This Section 12.1 does not restrict Licensee's rights under mandatory consumer protection laws of Licensee's country of residence.

12.2 Export Compliance. Licensee will not export, re-export, or transfer the Software in violation of U.S., EU, UK, or other applicable export control laws. The Software may not be used by any person or entity located in a country subject to comprehensive U.S. sanctions.

12.3 U.S. Government End Users. The Software is "commercial computer software" as defined in FAR 12.212 and DFARS 227.7202. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions of this EULA.

12.4 Assignment. Licensee may not assign this EULA without Company's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Licensee's assets. Any prohibited assignment is void.

12.5 Severability. If any provision of this EULA is held unenforceable, that provision will be modified only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force.

12.6 Waiver. No waiver of any breach constitutes a waiver of any subsequent breach. No waiver is effective unless in writing signed by the waiving party.

12.7 Entire Agreement. This EULA, together with the Terms of Service, the Privacy Policy, and any Master Services Agreement between the parties, constitutes the entire agreement between Licensee and Company regarding the Software and supersedes all prior and contemporaneous agreements.

12.8 Changes. Company may update this EULA from time to time. Company will notify Licensee at least 30 days in advance of material changes. Continued use of the Software after the effective date of updated EULA constitutes acceptance.

13. Contact

Questions about this EULA should be directed to:

SeafloorSpeciesmapper LLC 30 N Gould St, Suite R, Sheridan, WY 82801, United States United States [email protected]