Terms of Use

1. Agreement to These Terms

These Terms of Use (the “Terms”) are a binding agreement between you and Refern Labs Inc. (“Refern”, “we”, “us”, “our”), a corporation organized under the laws of the Province of Ontario, Canada. They govern your access to and use of the refern desktop application, the refern browser extension, the refern.app website, and any related software, updates, and services we provide (together, the “Software”). By downloading, installing, activating, or using the Software, you agree to these Terms. If you do not agree, do not use the Software.

2. The Software & Your License

refern is a local-first visual asset manager and canvas tool. Your files stay on your own device; the Software organizes and references them in place.

When you purchase a license, we grant you a limited, non-exclusive, non-transferable, revocable license to install and use the Software for both personal and commercial purposes, subject to these Terms. Unless otherwise stated at the time of purchase:

• One license, one person. A license is for use by a single individual.
• Up to three devices. You may activate one license on up to three (3) devices that you own or control. You can deactivate a device to free up an activation when you change machines.
• License keys. Your license key is issued and managed through Polar (see Section 5). It is personal to you and must be kept confidential.

3. License Restrictions

You agree that you will not:

• copy, resell, rent, lease, sublicense, distribute, or otherwise make the Software available to any third party;
• share, publish, or resell your license key, or use a license key you did not lawfully obtain;
• reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the limited extent this restriction is prohibited by applicable law;
• circumvent, disable, or tamper with the trial, activation, licensing, or any security or usage-limitation features of the Software;
• remove or alter any copyright, trademark, or other proprietary notices; or
• use the Software to build a competing product, or in any unlawful manner or for any unlawful purpose.

4. Free Trial

We offer a free trial (currently 30 days) during which the Software is fully functional, with no hidden limitations. We strongly encourage you to evaluate the Software and confirm that it runs correctly on your device and operating system before purchasing. When the trial period ends, continued use of paid functionality requires a valid license. We may change the length or terms of the trial at any time for future users.

5. Purchases, Pricing & Payment

Purchases of refern licenses are processed by our payment provider, Polar, acting as our Merchant of Record.

Prices are shown in U.S. dollars (USD) unless stated otherwise. The current price is a one-time charge for a perpetual license to the version line you purchase, including the updates we make available for it. We may change our prices at any time, but a price change will not affect a license you have already purchased.

6. Refunds

Because we offer a free 30-day trial that gives you full access to evaluate the Software and confirm system compatibility before paying, license purchases are generally final. We review refund requests on a case-by-case basis under the criteria below. Where a refund is approved, it is issued through Polar as Merchant of Record; payment-processing fees may be non-refundable.

Reasons we accept

• Duplicate purchases of the same license.
• At the time of purchase, your device and operating system were within refern’s officially supported environments (Windows, macOS, Linux), but the Software could not launch properly or failed to perform its core functions, and the issue could not be resolved after reasonable assistance from our support.

Reasons we do not accept

• Subjective or personal reasons, including but not limited to “dislike”, “don’t want it”, “not user-friendly”, “changed my mind”, or financial reasons.
• Requests without a specific reason or technical explanation, such as “I just want a refund”.
• Requests based on expectations or features outside the Software’s stated scope.
• Issues related to third-party plugins or extensions, including their compatibility or usage.
• Refusal to cooperate with reasonable troubleshooting steps or support requests.
• Inability to use the Software due to user-initiated actions or environment changes made after purchase, including but not limited to: changing the operating system after purchase (for example, from Windows or macOS to Linux); using operating systems or device environments not officially supported; modifying, customizing, or using non-standard or abnormal system configurations; or running the Software via virtual machines, remote desktops, cloud environments, or other non-official compatibility solutions.

Refund evaluations are based solely on the device and system environment at the time of purchase. Any environment changes made after purchase will not be considered grounds for a refund.

How to request a refund

• Submit a refund request to jackson@refern.app within 5 days of payment.
• Clearly state the reason for the refund and provide relevant system or error details if applicable.
• After receiving your request, we will contact you within 3 business days with the review result.

Tip: if your device cannot properly access the trial features, please contact us before purchasing so we can help.

7. Your Content & Data

refern is local-first. The images, files, canvases, tags, and other content you manage with the Software (“Your Content”) stay on your own device. You retain all rights to Your Content. We do not claim ownership of it, and we do not access, upload, or sell it.

You are solely responsible for Your Content and for having the necessary rights to it, including any images or other material you save, import, or capture using the Software or the browser extension from third-party websites or sources. Do not use the Software to store or process content that infringes the intellectual property or other rights of others, or that is unlawful. Our handling of the limited personal data we do collect is described in our Privacy Policy.

8. Intellectual Property

The Software, including its source code, design, user interface, and all related content, and the “refern” name and logo, are owned by Refern Labs Inc. and are protected by copyright, trademark, and other laws. Except for the license expressly granted in these Terms, we reserve all rights. These Terms do not grant you any right to use our trademarks, logos, or branding without our prior written permission.

9. Updates & Support

We may release updates, bug fixes, and improvements to the Software from time to time, which may be applied automatically. We provide support on a best-effort basis through email and our community Discord. We do not guarantee any specific response time or that the Software will be error-free or uninterrupted.

10. Third-Party Services

The Software and website rely on certain third-party services, including Polar (payments and licensing) and Supabase (waitlist and feedback). Your use of those services may be subject to their own terms and privacy policies. We are not responsible for third-party services, websites, or content that you access through the Software, including material you save from external sources using the browser extension.

11. Acceptable Use

You agree not to use the Software to violate any law; to infringe anyone’s intellectual property, privacy, or other rights; to store or distribute malware or unlawful content; or to interfere with or compromise the integrity or security of the Software or any related systems.

12. Disclaimer of Warranties

The Software is provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. You are responsible for maintaining your own backups of Your Content. We do not warrant that the Software will meet your requirements or operate without interruption or error.

13. Limitation of Liability

To the fullest extent permitted by law, Refern Labs Inc. will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of data, profits, or goodwill, arising out of or relating to your use of (or inability to use) the Software. Our total liability for any claim relating to the Software will not exceed the amount you paid for your license in the twelve (12) months before the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

14. Indemnification

You agree to indemnify and hold harmless Refern Labs Inc. from any claims, damages, liabilities, and expenses arising out of your misuse of the Software, your violation of these Terms, or your violation of any law or the rights of a third party.

15. Termination

These Terms apply for as long as you use the Software. We may suspend or terminate your license if you materially breach these Terms, including the license restrictions in Section 3. On termination, you must stop using the Software and remove it from your devices. Sections that by their nature should survive termination (such as intellectual property, disclaimers, limitation of liability, and indemnification) will continue to apply.

16. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above. Material changes take effect when posted, and your continued use of the Software after that means you accept the updated Terms.

17. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The courts located in Ontario, Canada will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Software, and you consent to that jurisdiction and venue. Nothing in this section limits any mandatory consumer-protection rights you have under the laws of your place of residence.

18. Contact

Questions about these Terms? Reach us at jackson@refern.app or through our community Discord.