Terms & Conditions

1. What Filamental Is

Filamental is a desktop flowchart application that you download and run locally on your computer (the "Software"). The Software is provided on a subscription basis (monthly or yearly) or, if you choose the free tier, under a limited perpetual license.

The Software is designed to operate entirely on your own computer. We do not:

• Store or process your files on any cloud server operated by us.

• Require you to create an account with us (your license is managed via Lemon Squeezy).

• Collect, transmit, or analyse your designs or usage data (except for license validation as described in our Privacy Policy).

• Provide collaboration, sharing, or online publishing features.

Your files remain entirely on your own device. You are solely responsible for backing them up.

We may use third-party service providers for customer support or email delivery, who may process limited contact data under contractual confidentiality obligations. This does not include your design files or app usage data.

2. License Grant

2.1 Paid Subscriptions

Subject to your compliance with these Terms and the continued payment of your subscription fees, we grant you a non-exclusive, non-transferable, non-sublicensable license to install and use one copy of the Software on a single computer for the duration of your active subscription period. This license is solely for your personal or internal business use.

Your rights to use the Software are strictly limited to your active subscription period. If your subscription expires or is terminated for any reason, your license to use the Software will immediately cease.

2.2 Free Tier

If you use Filamental under a free plan, your license is perpetual (does not expire) but is limited to the feature set described on our website (e.g., number of worlds, nodes, etc.). We may change free tier features at any time with reasonable notice. Free tier users are not entitled to support unless we choose to provide it.

3. Subscriptions, Billing, and Payment

3.1 Subscription Term and Renewal

Your subscription begins on the date of purchase and continues for the period you selected (e.g., monthly or annually) (the "Subscription Term"). Unless you cancel before the renewal date, your subscription will automatically renew for the same period at the then-current subscription fee.

3.2 Payment Processing

All payments are processed by Lemon Squeezy, a third-party payment processor. When you purchase a subscription:

• You will be directed to Lemon Squeezy's checkout page.

• Lemon Squeezy will collect your payment information and transaction details.

• Upon successful payment, Lemon Squeezy will provide you with a license key.

We do not receive or store your full payment card details on our servers.

Payments are received by BlackCat Marketing LLC, 30 N Gould St Ste N, Sheridan, WY 82801, USA

3.3 Cancellation

You may cancel your subscription at any time via your Lemon Squeezy customer portal or by contacting us. Cancellation takes effect at the end of your current billing period. No refunds or credits for partial periods are provided, except where required by the law of England and Wales.

3.4 Price Changes

We may change subscription fees for future renewal periods. We will notify you at least 30 days in advance via the email address associated with your Lemon Squeezy account. Your continued use after the change constitutes acceptance of the new price. If you do not wish to pay the increased price, you may cancel your subscription before the change takes effect.

3.5 Non-Payment and Suspension

If your payment method fails and you do not update it within 14 days of notice, we may suspend your access to the Software. If payment is not updated within 30 days of suspension, we may terminate your subscription without further notice.

3.6 Lifetime Licences

If we offer a lifetime licence option, the specific terms applicable at the time of purchase will govern. A lifetime licence grants you access to the Software version available at the time of purchase, plus any updates we choose to provide for that version, for as long as the Software remains commercially available. Lifetime licences do not include future major version releases unless expressly stated at purchase. We reserve the right to discontinue the Software entirely by providing at least 90 days' notice on our website. If we discontinue the Software, no refund or credit will be provided. Lifetime licences are non-refundable and non-transferable.

3.7 Promotional and Discounted Subscriptions

From time to time, we may offer subscriptions at a promotional or discounted rate at our sole discretion. The following terms apply to any promotional subscription:

(a) Discount applies to the then-current fee
A promotional discount (for example, a percentage discount "for life") applies to the then-current standard subscription fee, not to a fixed historical price. If we increase the standard subscription fee in accordance with Section 3.4, the promotional discount will be calculated against the new fee.

(b) Continuous subscription required
The promotional rate is conditional on your subscription remaining active and continuous. If you cancel your subscription, allow it to expire, or fail to make payment resulting in suspension or termination under Section 3.5, the promotional rate is immediately and permanently forfeited.

(c) No reinstatement
If you re-subscribe after cancellation or expiration for any reason, you will be charged the then-current standard subscription fee. The promotional rate will not be reinstated, transferred, or reapplied to any new subscription, even if the gap between cancellation and re-subscription is brief or immediate.

(d) Withdrawal of offers
We may modify or withdraw promotional offers at our sole discretion. If a promotional offer under which you are currently subscribed is withdrawn, we will notify you and your subscription will renew at the then-current standard subscription fee unless you cancel before the renewal date.

4. License Validation

To ensure compliance with these Terms, the Software will periodically connect to Lemon Squeezy's license validation servers to confirm your subscription status. This connection transmits only your license key, a unique installation identifier, and the current timestamp. No design files or personal content are transmitted.

If validation fails (for example, because your subscription has expired or been cancelled), the Software may stop functioning, enter a restricted "view-only" mode, or cease to operate or enter a restricted mode. You are responsible for exporting or backing up your files before cancellation or expiration.

5. Updates

We may from time to time provide updates, bug fixes, or new versions of the Software. For active subscription holders, these updates will be provided free of charge as part of your subscription. Free tier users may receive updates at our discretion. We reserve the right to determine the method and timing of update delivery.

6. Your Responsibilities

You are solely responsible for:

• The content of your flowcharts and any files you create with the Software.

• Complying with all applicable laws in your use of the Software.

• Ensuring your computer meets the minimum system requirements.

• Backing up your files.

You must not use the Software to create, store, or distribute any material that is illegal, defamatory, infringing, or otherwise unlawful under UK or applicable local law.

7. Intellectual Property

7.1 Our Ownership

The Software (including its code, design, icons, and underlying technology) is owned by us or our licensors. These Terms do not give you any ownership rights in the Software.

7.2 Your Ownership

You retain all ownership rights in the files and flowcharts you create using the Software. We claim no intellectual property rights over your work.

7.3 Feedback and Contributions

If you provide us with any suggestions, ideas, feature requests, feedback, bug reports, code, extensions, or other contributions ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, reproduce, modify, adapt, publish, and incorporate that Feedback into the Software or any other products, without any obligation to compensate you. You waive any moral rights in the Feedback to the extent permitted by law. No gift card, acknowledgment, or other compensation is due unless we expressly offer it in writing at our sole discretion.

8. Restrictions on Use of the Software

You will not, nor permit any third party to:

• Rent, lease, sell, sublicense, or distribute the Software or any license key.

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software (except to the extent permitted by applicable law despite this restriction).

• Remove or alter any proprietary notices on the Software.

• Use the Software to develop a competing product.

• Circumvent any license key or copy protection mechanisms.

• Use the Software to transmit unsolicited emails or engage in spamming or phishing.

• Use any form of data mining, extraction, or scraping on the Software.

9. No Warranty

To the maximum extent permitted by applicable law, the Software is provided "as is" and "as available", without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

User Status. These Terms apply to all users. However, if you use the Software in connection with any trade, business, profession, or commercial activity — whether as a sole trader, through a company, or otherwise — you are a "Business User." Business Users acknowledge that the Software is a professional tool provided for general use and is not tailored to any specific business process, regulatory requirement, or industry standard. All users, including consumers, benefit from the liability limitations in Section 10. The additional warranty disclaimers in this Section 9 apply to all users but are expressly reinforced for Business Users.

To the maximum extent permitted by law, all implied warranties, conditions, or terms (whether implied by statute, common law, or otherwise) including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or conformity to description are expressly excluded. The Software is provided for general use only and is not tailored to any specific business process or regulatory requirement. You assume full responsibility for selecting the Software, for its installation and use, and for verifying that the results obtained meet your requirements.

We do not warrant that the Software will be error-free, secure, or uninterrupted, or that all defects will be corrected. Because you run the Software locally, we cannot be responsible for any damage to your computer system, data loss, or other harm resulting from your use of the Software.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud, or for any other liability that cannot be excluded or limited under UK law.

10. Limitation of Liability

To the fullest extent permitted by law:

10.1 No Consequential Losses

We will not be liable for any indirect, incidental, special, or consequential damages (including loss of profits, data, business, or goodwill) arising from your use or inability to use the Software, even if we have been advised of the possibility of such damages.

10.2 Aggregate Liability Cap

Our total aggregate liability to you for all claims arising out of or relating to these Terms or the Software (whether in contract, tort, negligence, or otherwise) is limited to the greater of (i) the total fees paid by you to us during the 12-month period preceding the claim, or (ii) £20.

10.3 Time Bar

Any claim against us must be brought within 12 months of the date on which the cause of action first arose. Any claim brought after that period is barred.

10.4 Exceptions

The limitations in this Section 10 do not apply to liabilities arising out of your indemnification obligations (Section 11), your breach of Section 8 (Restrictions on Use), or any liability that cannot be excluded or limited by law.

These limitations apply even if any exclusive remedy fails of its essential purpose and to the fullest extent permissible under English law.

10.5 Class Action and Jury Waiver

To the fullest extent permitted by law, you agree that any proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. To the extent permitted by law, you irrevocably waive any right to a jury trial in any dispute arising from these Terms or the Software.

11. Indemnity by You

You agree to defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) your use of the Software (including any output or files you create);

(b) your breach of these Terms;

(c) any claim that your use of the Software infringes or misappropriates any third-party intellectual property or other rights; or

(d) any claim by a third party arising from your business processes, products, or services that incorporate output from the Software.

This indemnity does not apply to the extent a claim arises solely from our gross negligence or wilful misconduct.

12. Termination

12.1 By You

You may terminate these Terms at any time by cancelling your subscription via Lemon Squeezy and uninstalling all copies of the Software.

12.2 By Us

We may terminate these Terms immediately if you breach any material term (e.g., by reverse engineering the Software or sharing your license key). Upon termination for your breach:

• Your license rights cease immediately.

• You must uninstall and delete all copies of the Software.

• No refund will be provided.

12.3 Effect of Termination

Upon termination for any reason, you must cease using the Software. You will lose access to the Software and any associated services. You are responsible for exporting or backing up your files before termination. We will not be liable for any loss of data following termination.

12.4 Survival

Sections titled "No Warranty" (9), "Limitation of Liability" (10), "Indemnity by You" (11), "Feedback and Contributions" (7.3), and "Miscellaneous" (15) will survive any expiration or termination of these Terms.

12.5 Termination for Convenience

We may terminate all subscriptions and cease providing the Software at any time by providing at least 60 days' notice on our website and (if we hold your email address) by email. Upon such termination, we will refund a pro-rata portion of any pre-paid subscription fees for the unused portion of your current Subscription Term. This Section 12.5 does not apply to termination for your breach under Section 12.2. You remain responsible for exporting and backing up your files before the termination date.

13. Entire Agreement / No Conflicting Terms

These Terms (together with our Privacy Policy) constitute the entire agreement between you and us regarding the Software. They supersede all prior agreements, understandings, or representations. Any terms, conditions, or provisions contained in any purchase order, invoice, or other business document issued by you shall have no force or effect, even if we purport to accept or act on such document. We expressly reject any additional or different terms.

14. Third-Party Services

Payment processing is provided by Lemon Squeezy, a third-party service. We are not responsible for any errors, delays, security breaches, or data handling by Lemon Squeezy. Your interaction with Lemon Squeezy is governed by their own terms and privacy policy.

15. Miscellaneous

Changes to these Terms: We may update these Terms from time to time. The latest version will always be available on our website. If we make material changes that adversely affect your rights, we will notify you by email (if we have your address) or by posting a notice on our website. Your continued use of the Software after the effective date of changes constitutes acceptance of the revised Terms.

Governing Law: These Terms are governed by and construed in accordance with the laws of England and Wales. Any dispute shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days, either party may bring proceedings in the courts of England and Wales. You and we agree to the exclusive jurisdiction of those courts. If you are a consumer, you may also have the right to bring proceedings in your local court under UK consumer protection laws.

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Waiver: Our failure to enforce any right or provision does not waive that right.

Assignment: You may not assign these Terms or your license without our written consent. We may assign these Terms to an affiliate or a successor in connection with a merger or acquisition.

No Third-Party Beneficiaries: These Terms do not confer any rights on any third party.

16. Contact Us

If you have any questions about these Terms or need support, please contact us at:

Email: support @filamental.space