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Needlework Studio

End User License Agreement

Last updated: May 11, 2026

This End User License Agreement (the "Agreement" or "EULA") is a legal agreement between you ("you" or "User") and Needlework Studio LLC, a Missouri limited liability company ("Company," "we," "us," or "our"), governing your installation and use of the Needlework Studio desktop application and any updates, components, or related materials we provide with it.

By installing, copying, activating, or otherwise using the Application, you agree to be bound by this Agreement. If you do not agree, do not install or use the Application. This Agreement supplements, and is read together with, our Terms of Use and Privacy Policy. Where the Terms of Use and this Agreement conflict on a topic specific to the Application, this Agreement controls.

1. Definitions

2. License Grant and Tiers

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Application according to the tier you have obtained:

All rights not expressly granted are reserved by us.

3. License Activation

Premium Tier and Premium Server Tier require activation with a valid License Key. Activation requires a one-time outbound connection from the Device or container to our license server to verify the Key. After successful activation, the Application functions offline; we do not require continuous connectivity to use a paid tier.

During activation, the Application transmits a Device or instance identifier and the Application version to our license server solely for license verification and fraud prevention. This is described in greater detail in the Privacy Policy. We do not collect Your Content during activation.

Each License Key is tracked per-activation, and the Application may enforce a reasonable cap on the number of concurrent Device activations associated with a Key. If you reach that cap or if a Device is permanently lost, sold, or decommissioned, contact us at legal@needlework-studio.com to deactivate that Device and free its activation slot for re-use on a new Device. We reserve the right to investigate, and to suspend or revoke a License Key, if activation patterns are inconsistent with the personal-use scope described in Section 2.

4. Beta Software

The Application is currently in a Beta release stage. You acknowledge and agree that:

We will lift this Beta notice when we declare the Application generally available. Until then, your use is at your own risk.

5. Restrictions

You may not, and may not permit any third party to:

6. Updates and System Requirements

We may, but are not obligated to, release updates, patches, or new versions of the Application. This Agreement governs any such update that replaces, repairs, or supplements the original installation, unless a separate license accompanies the update. We strongly recommend using the latest version for security, stability, and compatibility.

The Application requires a compatible operating system: macOS 11 or later, Windows 10 or later (64-bit), or a compatible Linux distribution for the desktop tiers. The Premium Server Tier requires a compatible Linux container runtime (Docker, Podman, or equivalent). You are responsible for ensuring your hardware and software environment meets the technical requirements. We may modify system requirements in future versions.

7. Intellectual Property

The Application, including all software, designs, user interface elements, documentation, the "Needlework Studio" name, logo, and all related marks and trade dress, is and remains the property of Needlework Studio LLC and is protected by copyright, trademark, trade secret, and other intellectual property laws and treaties. This Agreement grants you a license, not a sale, and does not transfer any ownership interest to you.

You retain all rights, title, and interest in and to Your Content. Nothing in this Agreement transfers ownership of Your Content to us.

8. Your Content and Third-Party Content

Your Content is stored locally on your Device unless you affirmatively choose to share or sync it. We do not access, collect, transmit, or use Your Content for our own purposes. We may collect limited technical telemetry as described in the Privacy Policy, and that telemetry never includes Your Content.

Image-to-pattern import. The Application can convert images you provide into patterns. You represent and warrant that you own, or have all necessary rights and permissions to use, any image you import. You are solely responsible for any third-party intellectual-property claim arising from images you import or patterns you derive from them.

Sharing. If you publish a pattern using a share link or otherwise make Your Content available to other users, you understand that the published Content becomes accessible to anyone with the link and may be cached or indexed by third parties. You remain responsible for ensuring you have the right to publish that Content.

DMCA notice. If you believe content made available through a share link infringes your copyright, send a notice that complies with 17 U.S.C. § 512(c)(3) to legal@needlework-studio.com. Designated-agent registration with the U.S. Copyright Office is in progress; once completed, the registered agent's details will be published on this site.

9. Open-Source Components

The Application incorporates third-party open-source software components, each governed by its own license. Those components remain the property of their respective authors, and their use is governed by their respective open-source license terms. The full text of each applicable license is included alongside the corresponding package in the installed Application. Nothing in this Agreement is intended to limit, override, or restrict your rights or obligations under those open-source licenses.

10. Refund Policy

If you are not satisfied with the Premium Tier or Premium Server Tier, you may request a refund within thirty (30) days of the original purchase by contacting legal@needlework-studio.com. Refunds are processed to the original payment method. Upon refund, your License Key is deactivated and your right to use the paid tier ends; you must uninstall the paid tier and may continue to use the Free Tier subject to its limitations.

11. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR THAT YOUR USE WILL BE UNINTERRUPTED OR ERROR-FREE.

WE DO NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATION IS FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION YOU OBTAIN FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

During the first thirty (30) days after purchase, if the Application fails to perform substantially as described, your sole and exclusive remedy is the refund described in Section 10.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEEDLEWORK STUDIO LLC OR ITS OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE APPLICATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (a) THE AMOUNT YOU PAID TO US FOR THE APPLICATION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) FIFTY U.S. DOLLARS (US$50.00).

You acknowledge that the pricing for the Application reflects the allocation of risk set forth in Sections 11 and 12, and that these limitations are an essential basis of the bargain between you and us. The foregoing limitations apply only to the extent permitted by applicable law; nothing in this Agreement limits liability for fraud, willful misconduct, or any other liability that cannot be excluded by law.

To avoid data loss, you are responsible for maintaining independent backups of Your Content. We are not liable for data loss arising from software defects, Device failure, user error, or third-party services.

13. Indemnification

You agree to defend, indemnify, and hold harmless Needlework Studio LLC and its officers, members, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of this Agreement; (b) your use of the Application in violation of applicable law; (c) Your Content, including any image, pattern, or material you import, create, share, or publish using the Application, and any third-party intellectual-property claim arising from that Content; or (d) your circumvention of the License Key mechanism or any other restriction set forth in Section 5.

14. Termination and Survival

This Agreement is effective when you first install or use the Application and continues until terminated.

Your rights under this Agreement will terminate automatically and without notice if you fail to comply with any term of this Agreement. We may also suspend or revoke a License Key in cases of suspected fraud, chargeback, or misuse, and may terminate this Agreement for any reason on reasonable written notice. Upon termination, you must cease all use of the Application, delete all installed copies, and destroy any copies of the License Key in your possession.

The following sections survive termination of this Agreement: Section 1 (Definitions), Section 5 (Restrictions, to the extent of any continued possession of the Application), Section 7 (Intellectual Property), Sections 11–13 (Warranty Disclaimer, Limitation of Liability, Indemnification), Section 17 (Export Control), Section 18 (Governing Law and Dispute Resolution), and Section 19 (General Provisions).

15. Privacy

Your use of the Application is also governed by our Privacy Policy, which describes what limited information we collect during license activation and through optional, consent-gated telemetry, and how we handle that information.

16. Third-Party Services

The Application may interoperate with third-party services, websites, or content (for example, the operating system you run it on, or a public image hosting service from which you choose to import an image). Your use of those third-party services is governed by their respective terms and policies, not by this Agreement. We are not responsible for, and make no representations about, any third-party service.

17. Export Control and U.S. Government Rights

You agree to comply with all applicable U.S. and foreign export-control and sanctions laws and regulations. You represent that you are not located in, or a national of, any country or jurisdiction subject to a comprehensive U.S. embargo, and that you are not listed on any U.S. government list of restricted or denied parties.

The Application is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 (for civilian agencies) and 48 C.F.R. §§ 227.7202-1 through 227.7202-4 (for defense agencies). U.S. Government users acquire only the rights set forth in this Agreement.

18. Governing Law and Dispute Resolution

Governing law. This Agreement is governed by the laws of the State of Missouri, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal negotiation. Before initiating any formal proceeding, you and we agree to attempt to resolve any dispute informally for at least thirty (30) days by contacting legal@needlework-studio.com with a written description of the dispute and the relief sought.

Binding arbitration. If the dispute is not resolved through informal negotiation, you and we agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Application shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer Related Disputes. The arbitration shall be conducted in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. You and we agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.

Carve-outs. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction in Missouri to protect its intellectual-property rights, License Key system, or confidential information, without first engaging in informal negotiation or arbitration. Small-claims actions within the jurisdictional limit of the relevant small-claims court are also exempt from arbitration.

Opt-out. You may opt out of the arbitration and class-action waiver provisions of this Section by sending written notice of your decision to opt out to legal@needlework-studio.com within thirty (30) days of first installing the Application. Opting out does not affect any other provision of this Agreement.

19. General Provisions

Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

Entire agreement. This Agreement, together with our Terms of Use and Privacy Policy, constitutes the entire agreement between you and us regarding the Application and supersedes any prior or contemporaneous understandings, communications, or agreements on that subject.

No waiver. Our failure to enforce any right or provision of this Agreement is not a waiver of that right or provision. A waiver is effective only if made in a writing signed by an authorized representative of the Company.

Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this paragraph is void.

Force majeure. Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor disputes, governmental action, internet or utility outages, or cyberattacks.

Notices. Legal notices to us must be sent in writing to Needlework Studio LLC, 117 S Lexington Street, Ste 100, Harrisonville, MO 64701, United States, with a copy to legal@needlework-studio.com. We may give you notice through the Application, on this site, or to the email address associated with your License Key.

Independent contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship.

20. Changes to This Agreement

We may modify this Agreement from time to time. The updated version will be indicated by an updated "Last updated" date at the top of this page, and material changes will be summarized at the top of the updated Agreement for a reasonable period after they take effect. Your continued use of the Application after the effective date of an updated Agreement constitutes your acceptance of the updated terms. If you do not agree to an updated Agreement, your sole remedy is to uninstall and cease using the Application; the refund provision in Section 10 does not extend to dissatisfaction with a future update of this Agreement.

Contact

Questions about this Agreement should be directed to:

Needlework Studio LLC
117 S Lexington Street, Ste 100
Harrisonville, MO 64701
United States
legal@needlework-studio.com