This document constitutes a legally binding agreement between you (the “User” or “you”) and Enigmatic Saola LTD, a company registered at HaKeren 1, Ra’anana in Israel (“Company”, “we”, “us”, or “our”).
This End User License Agreement (“EULA” and/or “Agreement”) sets forth the terms and conditions governing your access to and use of the setup utility and all related software components for the application known as ClearBG (“Software”), which includes any related services and features that allow you to upload an image of up to 6MB for processing in order to remove its background and receive a PNG file for download. By downloading, installing, launching, or otherwise using the Software, you acknowledge that you have read, understood, and agreed to be bound by this Agreement in its entirety.
1. Ownership and Scope
The Software is the sole and exclusive property of the Company, or has been duly licensed to it by applicable rights holders. This Agreement applies to all components of the Software, including its modules, features, internal utilities, and any supplemental services provided in connection with it, including the service functionality made available through the Software that enables you to upload images for processing and to remove, change, or replace image backgrounds.
2. Acceptance of Terms
By downloading, installing, accessing, or making any use of the Software in any manner, including the use of background removal, change, or replacement functionality that involves uploading images, you confirm your full and unconditional acceptance of this Agreement and the accompanying Privacy Policy (“Privacy Policy”), and agree to comply with all applicable laws and regulations. Should you disagree with any part of these terms, you must immediately discontinue use of the Software and remove it from all your devices. To support operational security, performance diagnostics, and analytics, the Software may collect and process limited technical and usage data as described in the Privacy Policy. We encourage you to review the Privacy Policy before proceeding with installation.
3. Software Provisions
By initiating the installation process, you authorize the Company to install the Software and any supporting files required for its proper operation. You further acknowledge that ClearBG may operate as your default image background removal utility and may incorporate related services provided by third-party providers.
4. License Grant and Restrictions
Subject to your compliance with this Agreement, the Company grants you a limited, personal, non-transferable, revocable, and non-exclusive license to use the Software strictly for personal, non-commercial purposes. All rights not expressly granted herein are reserved by the Company or its licensors.
5. User Obligations
You agree that you are solely responsible for any content, including any images you upload, or otherwise make available through the Software, and you represent and warrant that such content does not infringe, misappropriate, or otherwise violate any third-party rights, and that you have obtained all rights, consents, and approvals required for such content and its processing through the Software in compliance with applicable law.
You agree that you will not:
- Copy, distribute, sublicense, sell, lease, or otherwise commercially exploit the Software or any portion thereof.
- Modify, disassemble, decompile, or attempt to derive the source code of the Software through reverse engineering or any other method.
- Bypass, disable, or interfere with any security mechanisms or access controls within the Software or its infrastructure.
- Use the Software in furtherance of any fraudulent, unlawful, abusive, or malicious purpose.
- Violate any provision of this Agreement or any applicable law or regulation.
Any violation of the above restrictions may result in immediate termination of your license and potential legal action.
6. Third-Party Content
The Software may integrate or display access to third-party materials, services, or external platforms. The Company does not endorse, control, or accept responsibility for any third-party content, products, or services. Your interactions with any such third-party content are undertaken at your own risk and may be subject to those parties’ own terms and privacy policies.
7. Intellectual Property
All intellectual property rights in and to the Software—including but not limited to source code, object code, visual elements, trademarks, trade names, and proprietary documentation—remain exclusively vested in the Company or its licensors. Nothing in this Agreement shall be construed as transferring any ownership of intellectual property to the User.
8. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR SPECIFIC REQUIREMENTS. YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY EXCEED THE LESSER OF (I) TEN US DOLLARS ($10 USD) OR (II) THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.
10. Indemnification
You agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, agents, and representatives from and against any claims, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising from: (i) your use of the Software; (ii) your breach of any provision of this Agreement; or (iii) your violation of any third-party rights or applicable laws.
11. Updates and Modifications
The Company reserves the right, at its sole discretion, to release updates, patches, or enhancements to the Software at any time. Continued use of the Software following any such update constitutes your acceptance of the modified version. The Company is not obligated to provide advance notice of updates and does not warrant that any update will correct existing issues or introduce specific features.
12. Termination
This Agreement is effective from the date of your first use of the Software and shall remain in force until terminated. You may terminate this Agreement at any time by completely uninstalling the Software and ceasing all use. The Company may terminate or suspend your license immediately and without prior notice if you breach this Agreement or if your continued use is deemed harmful to the Company, other users, or third parties. Upon termination, all licenses granted to you shall immediately expire, and any continued use of the Software shall constitute a material breach of this Agreement.
13. Changes to Terms
The Company reserves the right to amend this Agreement at any time. Revised versions will become effective upon being posted or otherwise communicated to you. Your continued use of the Software following notification of any changes shall constitute your binding acceptance of the updated terms.
14. General Provisions
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
The Company’s failure to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.
You may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign this Agreement.
15. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel. All claims must be brought within one (1) year of the date on which the cause of action arose.
16. Force Majeure
The Company shall not be liable for any failure or delay in fulfilling its obligations under this Agreement where such failure or delay is caused by circumstances beyond the Company’s reasonable control, including without limitation natural disasters, acts of war, civil unrest, power failures, internet outages, or governmental orders.
17. Contact Information
For any questions, support requests, or inquiries regarding this Agreement, please contact us at:
Email: [email protected]