Terms of Service and Software License

1. Agreement and scope

These Terms of Service and software license terms ("Terms") are an agreement between you and 18055441 Canada Inc., a corporation incorporated under the laws of Canada ("OffloadPro," "we," "us," or "our"). They govern your use of the OffloadPro desktop application, installers, updates, related local application components, public website, download services, and account, licensing, and billing services (collectively, the "Services"). By downloading, installing, activating, accessing, or using the Services, you agree to these Terms. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization.

2. License grant

Subject to your compliance with these Terms and payment of any applicable fees, OffloadPro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the software for your internal personal or business media-offload and file-transfer workflows in accordance with the plan, seat count, activation limits, or subscription purchased or assigned to you.

3. Ownership and customer data

The software is licensed, not sold. OffloadPro, the OffloadPro logo, offloadpro.io, and all related software, interfaces, documentation, workflows, and other intellectual property are owned by 18055441 Canada Inc. or its licensors. These Terms do not transfer ownership of the software or any related intellectual property to you.

You retain all rights in and to your own media files, project files, local storage content, cloud storage content, and other customer data processed through the software.

4. Permitted use

You may use the software to detect devices, catalog media, transfer files, verify transfers, organize destination folders, extract metadata, and upload or back up content to local, network-mounted, or user-authorized third-party cloud destinations, subject to your own permissions and the terms of the applicable storage providers.

5. Restrictions

Except as expressly permitted by applicable law, you may not:

• copy, modify, adapt, translate, or create derivative works of the software;
• reverse engineer, decompile, disassemble, or attempt to derive source code from the software;
• bypass or interfere with activation, licensing, trial, anti-abuse, or technical-protection mechanisms;
• distribute, rent, lease, sublicense, timeshare, or commercially resell the software except under a separate written agreement with us;
• remove proprietary notices from the software or use unauthorized, patched, cracked, or tampered versions of the software;
• use the Services in violation of law, contract, privacy rights, or third-party intellectual property rights.

6. User responsibilities

You are solely responsible for selecting correct source and destination paths, maintaining sufficient storage capacity and permissions, validating the health of storage devices and network environments, and independently confirming that files have been copied, verified, and backed up to your satisfaction before deleting, formatting, or reusing original media.

7. Third-party services and connectors

The software may connect to third-party services such as Google Drive, OneDrive, Dropbox, and Backblaze B2. Those services are not controlled by OffloadPro. Your use of third-party services is governed by your agreements with the relevant provider. OffloadPro is not responsible for third-party outages, API changes, account suspensions, quota restrictions, authentication failures, provider-side deletions, or policy changes.

8. Fees, subscriptions, and updates

Your right to use portions of the Services may depend on payment of subscription or license fees. Plans may renew automatically where offered on that basis, subject to the billing terms disclosed at the time of purchase. We may provide maintenance releases, security patches, feature updates, or critical updates. Some updates may be required for continued compatibility, security, or license validation.

9. Trial, beta, and pre-release use

If the software is provided as a trial, beta, preview, or pre-release build, additional limitations may apply, including feature restrictions, expiration, instability, incomplete documentation, and reduced or absent support. Pre-release versions are not warranted for production-critical workflows.

10. Suspension and termination

We may suspend or terminate access to the Services, including activation, download, or account systems, for fraud, abuse, non-payment, circumvention, or other material breach of these Terms. You may stop using the software and close your account at any time. Sections intended by their nature to survive termination, including ownership, disclaimers, and liability limitations, will survive.

11. Disclaimer of warranties

To the maximum extent permitted by applicable law, the Services are provided "as is" and "as available", without warranties or conditions of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, or that the software will be uninterrupted, error-free, or free from data loss. The software is designed to reduce operational risk through transfer verification, routing controls, and workflow safeguards, but it cannot guarantee preservation, completeness, recoverability, or continued availability of data.

12. Limitation of liability

To the maximum extent permitted by law, 18055441 Canada Inc. will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of data, lost footage, lost profits, business interruption, reshoot costs, missed deliverables, or loss of goodwill arising out of or related to the Services, even if advised of the possibility of such damages. To the extent direct damages may not be excluded, our aggregate liability for claims arising from the Services will be limited to the amounts paid by you for the applicable Services during the 12 months preceding the event giving rise to the claim.

13. Export and sanctions compliance

You represent that you will not use, export, or re-export the software in violation of applicable export-control or sanctions laws.

14. Governing law

Unless otherwise required by applicable law, these Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Any dispute will be brought before the courts having jurisdiction in British Columbia, subject to any non-waivable consumer rights that apply in your jurisdiction.

15. Contact

18055441 Canada Inc. (operating as OffloadPro)
Legal: legal@offloadpro.io
Privacy: privacy@offloadpro.io
Support: support@offloadpro.io