This End-User License Agreement ("EULA") is a legally binding agreement between you ("User," "you," "your") and Elly Software, a company registered in the United Kingdom ("Company," "we," "us," "our"), governing your use of the FrameQuery desktop application and any associated files, libraries, and documentation (collectively, the "Software").
By downloading, installing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this EULA. If you do not agree to these terms, do not install or use the Software.
This EULA governs the desktop application specifically. Your use of the FrameQuery cloud services, website, and API is governed by our Terms of Service and Privacy Policy.
1. License Grant
Subject to your compliance with this EULA, we grant you a limited, non-exclusive, non-transferable, revocable licence to download, install, and use the Software on devices that you own or control, for your personal or internal business purposes.
- Free Tier: You may use the Software and its core features (including local indexing, search, and offline access) at no cost, indefinitely. No subscription is required for local functionality.
- Paid Subscriptions: Certain features (such as cloud-hosted sharing, timecoded comments, and approval workflows) require an active subscription. Access to these features is contingent on your subscription status and governed by the Terms of Service.
2. Restrictions
You agree not to:
- Copy, modify, adapt, translate, or create derivative works based on the Software, except as expressly permitted by applicable law.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation (including, but not limited to, Article 6 of the EU Software Directive 2009/24/EC and Section 50B of the UK Copyright, Designs and Patents Act 1988).
- Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software or any rights therein to any third party.
- Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
- Use the Software for any unlawful purpose or in violation of any applicable local, national, or international law or regulation.
- Use the Software to develop a competing product or service.
3. Biometric Data Processing
The Software includes face recognition and voice recognition features that process biometric data. This section describes how that data is handled.
3.1 How Biometric Processing Works
- Face recognition uses on-device models to generate 512-dimension facial embeddings from video frames. These embeddings allow the Software to identify and cluster appearances of the same person across your video library.
- Voice recognition uses on-device models to generate speaker embeddings from audio tracks. These embeddings allow the Software to identify unique voices and link them to recognised faces.
- Both recognition models run entirely on your machine. Biometric embeddings are never transmitted to our servers or any third party.
3.2 Local Storage and Encryption
- All biometric data (face embeddings, voice embeddings, and person names you assign) is stored in an encrypted database on your local disk using AES-256-GCM encryption.
- Encryption keys are stored in your operating system's secure keychain (Keychain on macOS, DPAPI on Windows).
- Person names are local-only and are never synced to our servers.
3.3 Consent
- The Software will request your explicit consent before performing any biometric processing. Consent is collected through a clear dialogue with non-pre-checked options.
- You may withdraw consent at any time through the Software's settings. Withdrawing consent will stop future biometric processing and you may choose to delete existing biometric data.
- The Software maintains a local audit trail of all consent actions, including timestamps and consent versions.
3.4 Sharing and Exporting
- Biometric data is never included in shared or exported indexes. When you publish, share, or export a search index, all face embeddings, voice embeddings, and person names are automatically excluded. Only non-biometric metadata (descriptions, transcripts, tags, and timestamps) is included in shared indexes.
- Recipients of a shared index may run their own face and voice recognition locally on their own device if they have access to the underlying video files. That processing is governed by their own consent and is independent of your biometric data.
- Your biometric data never leaves your device under any circumstances.
3.5 Retention and Deletion
- Biometric data is retained locally for as long as you maintain the Software and have active consent. A default retention period of 365 days applies unless you configure otherwise.
- You may delete all biometric data at any time through the Software's settings. Deletion is permanent and includes secure overwriting of data files and removal of encryption keys from the OS keychain.
- Upon uninstalling the Software, you will be prompted to delete all local biometric data. If you choose to retain your index for future use, biometric data remains encrypted on disk.
3.6 Regulatory Compliance
The Software's biometric processing features are designed to comply with applicable biometric privacy regulations, including:
- BIPA (Illinois Biometric Information Privacy Act): explicit consent collection, retention schedules, and deletion procedures.
- GDPR (General Data Protection Regulation): data minimisation, purpose limitation, and the right to erasure.
- CCPA (California Consumer Privacy Act): disclosure of biometric data collection and the right to deletion.
Because all biometric processing occurs on your device and data never leaves your machine, the Software minimises the regulatory burden associated with biometric data handling.
4. Local Data and Index Storage
- The Software creates and maintains a local search index on your device. This index contains metadata derived from your video files (descriptions, transcripts, tags, timestamps) and is stored locally.
- You are solely responsible for backing up your local index and any associated data. We are not liable for any loss of local data due to hardware failure, accidental deletion, or any other cause.
- Once indexed, your search index works entirely offline with no internet connection required.
- If your subscription expires or is cancelled, your local index and all offline search functionality remain fully operational. Only cloud-dependent features (such as cloud-hosted sharing) will become unavailable.
5. Automatic Updates
- The Software may periodically check for and download updates automatically. These updates may include bug fixes, security patches, new features, or changes to existing functionality.
- You may disable automatic updates in the Software's settings. However, we strongly recommend keeping the Software up to date to benefit from security patches and improvements.
- Continued use of the Software after an update constitutes acceptance of any revised terms included with that update.
6. Third-Party Components
The Software incorporates open-source libraries and third-party components. A full list of these components and their respective licences is available within the Software under Settings > Privacy and Analytics > Open Source Licences. Your use of these components is subject to their individual licence terms.
7. System Requirements
The Software is designed to run on supported versions of macOS and Windows. We do not guarantee compatibility with all hardware configurations, operating system versions, or third-party software. System requirements are published on our website and may change with updates.
8. Intellectual Property
The Software and all copies thereof are the intellectual property of and are owned by Elly Software. The structure, organisation, and source code of the Software are valuable trade secrets and confidential information of Elly Software. The Software is protected by copyright law and international treaty provisions, including the UK Copyright, Designs and Patents Act 1988. This EULA does not grant you any intellectual property rights in the Software except for the limited licence set out in Section 1.
9. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS. THE ACCURACY OF AI-GENERATED METADATA, TRANSCRIPTS, FACE RECOGNITION RESULTS, AND VOICE RECOGNITION RESULTS IS NOT GUARANTEED.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELLY SOFTWARE, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ELLY SOFTWARE FOR ALL CLAIMS RELATING TO THE SOFTWARE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR FIFTY POUNDS STERLING (£50), WHICHEVER IS GREATER.
11. Indemnification
You agree to defend, indemnify, and hold harmless Elly Software and its officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable legal fees) arising from: (i) your use of the Software; (ii) your violation of this EULA; (iii) your violation of any law or the rights of a third party; or (iv) any biometric data you choose to share with other users through the Software's sharing features.
12. Termination
- Termination by You: You may terminate this EULA at any time by uninstalling the Software and deleting all copies from your devices.
- Termination by Us: We may terminate this EULA if you breach any of its terms. Upon termination, you must cease all use of the Software and uninstall it from your devices.
- Effect of Termination: Termination of this EULA does not affect your ownership of any local data or indexes created while the EULA was in effect. However, you will no longer be authorised to use the Software to access that data. Sections 8, 9, 10, 11, and 14 survive termination.
13. Export Controls
The Software may be subject to export control laws and regulations. You agree not to export, re-export, or transfer the Software in violation of any applicable export control laws, including UK export regulations and, where applicable, the U.S. Export Administration Regulations.
14. Governing Law and Dispute Resolution
This EULA shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions. Any dispute arising out of or in connection with this EULA shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.
15. Changes to This EULA
We reserve the right to modify this EULA at any time. If we make material changes, we will notify you through the Software (for example, via an in-app notification on next launch) or by email at least thirty (30) days before the changes take effect. Your continued use of the Software after the effective date of a revised EULA constitutes acceptance of the updated terms.
16. Severability
If any provision of this EULA is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
17. Entire Agreement
This EULA, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Elly Software with respect to the Software and supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral.
18. Contact Information
If you have any questions about this EULA, please contact us at:
legal@framequery.com