Terms of Service and End User Licence Agreement

Coii Ref

Effective effective date

These terms are the agreement between you and Riff Tech, Inc. ("we", "us") covering Coii Ref (the "Software"). Installing or using the Software means you accept them. If you do not, do not install it.

1. What the Software is

Coii Ref indexes folders of images and video that are already on your Mac, makes thumbnails and canvas-resolution proxies of them, and lets you tag, search and arrange them on infinite canvases. All of that runs on your machine. Your files stay in your own folders — the Software reads them where they are and writes its own artifacts beside them; it does not copy your collection into a library of its own, and it never uploads it. We operate no server that receives your files, because we operate no server at all. What the app does reach over the network, and why, is listed exhaustively in the Privacy Policy.

The Software is sold as it is described at the time you buy it. Features may be added, changed or removed in later versions.

2. The licence we grant you

When you buy a licence, we grant you a personal, limited, non-exclusive, non-transferable, revocable licence to install and use the Software.

• One licence, one person. A licence is for use by a single individual, including for that individual's commercial and business work.
• Up to three devices. You may activate the licence on up to three devices that you own or control. Freeing a device's slot is described in §7.
• A team needs one licence per person. Buy the number of licences you have people; do not share one key across a team.

We keep every right not expressly granted here.

Coii Ref™ and Coii™ are trademarks of Riff Tech, Inc. The licence above is a licence to use the Software. It gives you no right to use our name, our logo or our marks — not in a product name, a domain, a listing, or anything else that would suggest we made, supplied or endorsed what you built.

Saying truthfully what your work was made with is not that, and needs no permission from us.

3. The free trial, and the one thing it gates

The Software runs with every feature available for thirty days from first launch. The trial needs no account, no payment method and no registration of any kind. There is nothing to cancel.

When the trial ends, one category of action stops working: deliberately growing the library. Registering a new folder, running an importer and starting an indexing pass by hand are refused. Nothing else is.

Everything already indexed stays exactly as it was and stays fully usable — every item searchable, every canvas openable and editable, every tag, rating, smart view, thumbnail, crop and export intact — with no licence and forever. Your files are your own files in your own folders; we do not hold them, lock them or hide them, and expiry does not change that.

Two consequences of that design, stated so neither is a surprise:

• The filesystem watcher keeps running. A file dropped into a folder that is already registered is still picked up after the trial ends, because the alternative is a library that quietly lies about what is on your disk.
• Nothing you made stops opening. Canvases are files on your disk in a documented format (canvas-format.md), and the index is an ordinary SQLite database beside your content.

The trial's start date is checked against a clock this machine does not own (§3.3 of the Privacy Policy explains how). Being offline is not an error. Deliberately manipulating your system clock, the trial state file or the keychain entry to extend or restart the trial is a breach of §4.

4. What you may not do

You may not:

• share, publish, sell, sublicense, rent or transfer your licence key;
• use one licence for more than one person, or on more than the permitted number of devices;
• circumvent, disable or interfere with the trial, activation or licensing mechanism, including by tampering with local state or intercepting licensing requests;
• reverse engineer, decompile or disassemble the Software, except to the extent that applicable law expressly permits this despite this restriction — for example the interoperability rights under EU or UK law;
• remove or obscure any copyright, licence or attribution notice; or
• use the Software in violation of any applicable law, including in the ways described in §9.

A breach terminates your licence (§15).

5. Buying: Lemon Squeezy is the merchant of record

Lemon Squeezy LLC, a Utah limited liability company (222 Main Street, Suite 500, Salt Lake City, UT 84101, USA), is the merchant of record and reseller for your purchase.

Your payment, billing, invoicing and tax contract for the transaction is with Lemon Squeezy, not with us. Its name may appear on your card or bank statement. Lemon Squeezy takes the payment, issues your receipt or invoice, and calculates, collects and remits any applicable taxes such as VAT, GST or sales tax. Its own terms apply to that part of the transaction.

The licence to use the Software itself is granted to you by Riff Tech, Inc. under these terms.

Lemon Squeezy also hosts My Orders at https://app.lemonsqueezy.com/my-orders, which is where you recover a lost licence key and find your receipt. It is reached with your purchase email address and a link mailed to it; we do not run an account system and cannot log in on your behalf. Note what it does not do: see §7 on device slots.

6. Price, and what a purchase includes

The Software is $19 USD, charged once, for a perpetual licence.

Updates are included. Every later version of the Software that we make available is covered by the licence you bought, at no further charge. There is no subscription and nothing renews. That is not a promise held up by a policy: the licence state has no version field and the app never re-validates, so a new build has nothing to ask anyone.

We may change the price of the Software at any time. A change never affects a licence already bought.

7. Activation and the device limit

Activation is two requests from your device to Lemon Squeezy carrying your licence key: one that asks which product the key was sold for, and one that activates it. Lemon Squeezy counts activations against your key server-side and refuses one past the limit. After a successful activation the Software stores the result locally and stops contacting the licensing service — it does not re-check, so the Software keeps working with no network connection indefinitely.

Three consequences are worth stating plainly:

• Reinstalling is normally free. Licence state lives outside the application bundle and is mirrored in your keychain, so updating, reinstalling or moving the app does not consume a slot.
• A slot is released from the machine that holds it. "Deactivate this machine" in Settings → License is the only self-service way to free one: My Orders shows your licence key, not the machines it is activated on, and Lemon Squeezy provides no way for you — or for us — to delete an activation from elsewhere.
• Erasing the device's data can consume a slot. If both the local state file and the keychain entry are gone — a wiped machine, a new Mac, a cleanup tool — the next activation is counted as a new one. Release the slot before you wipe. If you are stuck, write to support@coii.io: we cannot delete the stale activation, but we will raise your key's activation limit so you are not left short a device.

Because the Software does not re-validate after activation, revoking a key stops new activations but does not disable an installation that has already been activated. That is a deliberate trade for an app that must work offline.

8. Your files, and what the Software writes beside them

You own your images, videos, canvases, tags, notes and everything else you make. Nothing in these terms gives us any right to them, and no clause is needed to protect them from us, because they never reach us.

The Software works in place. To index a folder it also writes its own artifacts into that folder, all of them prefixed coii-: the database coii-db.sqlite, and the directories coii-thumbnails, coii-proxies, coii-crops, coii-backups, coii-canvases and coii-trash. Deleting them removes everything the Software has made about that folder and leaves your own files untouched.

Two things follow, and you should read them as warnings rather than as disclaimers:

• Deleting an item in the Software moves the file. It goes to coii-trash inside the workspace rather than to the system Trash, and emptying that directory is a real deletion.
• You are responsible for backing up. The Software is not a backup, does not keep a second copy of your originals, and cannot recover data lost to a disk failure, an accidental deletion, or a mistake in another program that shares the same folder.

9. What you index is your responsibility

A reference library is usually built out of other people's work. The Software indexes whatever you point it at and records where you say an image came from; it does not check, and cannot check, whether you are entitled to hold, use or publish any of it.

Complying with copyright, licence terms, model and property releases, confidentiality obligations and your employer's rules is entirely yours. Using the Software to organise material does not grant you any right in that material, and no feature of it — a source URL field, a tag, a canvas, an export — should be read as advice that a given use is permitted.

10. Search results and other machine output

Perceptual hashes, colour palettes, "similar item" results and semantic search are computed by algorithms and machine-learning models running on your device. They are approximations and they are wrong sometimes: two different pictures can be reported as similar, a search can miss the item you meant, and a match is not a statement that two files are the same file or that one is derived from another.

Do not rely on this output as evidence of provenance, duplication or infringement, and do not rely on it for anything consequential without checking the files themselves. It is provided without any warranty of accuracy, completeness or fitness for any decision you make from it.

11. Third-party components and models

The Software includes open-source components, uses tools that ship with macOS, and downloads machine-learning model weights from a third-party host when you choose to install semantic search. Those components and weights are licensed by their own authors under their own terms, which are listed in third-party-notices.md and which govern your use of them.

Downloading a model connects your device to a third-party host, subject to that host's terms and privacy policy. We do not control that host and are not responsible for its availability. If it removes a model, the Software may no longer be able to fetch it — everything else in the app keeps working, because semantic search is a component you install rather than a part of the app.

12. Importing from another application

The Software can import a library made by another application, reading that application's own database out of a folder on your disk in order to carry across ratings, tags, canvases and notes you created there.

It reads your copy of your own data, on your own machine, and copies the foreign database before opening it so that the other application's files are never modified. It contains no code, assets or content belonging to the other application, and the names of other products appear here and in the app only to say what the Software is compatible with. Those names belong to their owners, who have not endorsed this Software.

Whether you may extract your data from another product is between you and that product's terms. We provide a reader; deciding that you are entitled to use it is your part.

13. Updates

We may release updates, fixes and new versions. Where the Software applies an update automatically, you consent to that. We are not obliged to release any particular update, to maintain compatibility with future versions of macOS, or to support the Software indefinitely.

14. No warranty

To the fullest extent permitted by law, the Software is provided "as is" and "as available", without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. We do not warrant that the Software will be uninterrupted or error-free, that it will read any given file format, or that any index, search result or thumbnail will be accurate.

Some jurisdictions do not allow the exclusion of certain warranties. Where you have statutory consumer rights that cannot be excluded — including under EU, UK or Australian consumer law — those rights are not affected by this section, and nothing in these terms limits them.

15. Limitation of liability

To the fullest extent permitted by law:

• We are not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost business, lost data or lost files, however caused.
• Our total liability arising out of or relating to the Software or these terms is limited to the amount you actually paid for your licence.

Nothing here excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be excluded by law.

16. Termination

Your licence terminates automatically if you breach these terms, in particular §4. On termination you must stop using the Software and remove it from your devices. Sections 8, 9, 10, 12, 14, 15 and 18 survive termination.

You may stop using the Software at any time. Refunds are governed by the Refund Policy, which forms part of these terms.

17. Changes to these terms

We may change these terms for future versions of the Software and for future purchases. The version in force for you is the one published when you bought your licence, except where a change is required by law. The current version is always at https://coii.io/ref/terms.

18. Governing law

These terms are governed by governing law, without regard to conflict-of-law rules, and disputes are subject to jurisdiction. If you are a consumer, this does not deprive you of the protection of mandatory provisions of the law of your country of residence.

If any provision is found unenforceable, the rest stays in force.

19. Contact

Riff Tech, Inc. seller address support@coii.io