End-User License Agreement

Whitebox Workflows Pro — Effective date: May 12, 2026 — Version 1.0

This End-User License Agreement ("Agreement" or "EULA") is a legal agreement between you ("Licensee") and Whitebox Geospatial Inc. ("Licensor") governing your use of Whitebox Workflows Pro (the "Software"). By activating the Software with a valid license key, you agree to be bound by the terms of this Agreement. If you do not agree, do not activate or use the Software.

0. Scope and Open-Source Carve-Out

This EULA applies only to Whitebox Workflows Pro and other proprietary components distributed by the Licensor under commercial license terms.

Whitebox Open Core and other open-source Whitebox components are licensed separately under the MIT License (or other applicable open-source licenses). Nothing in this EULA limits or replaces rights granted under those open-source licenses.

1. Grant of License

Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee a non-exclusive, non-transferable, limited license to use the Software, including all documentation, data files, and tools contained therein, for the Licensee's internal lawful business, professional, academic, and research purposes, and only within the scope permitted by the license key and any applicable order terms.

This license is personal to the Licensee and may not be shared, transferred, or sublicensed to any third party without express written consent from the Licensor.

2. Activation and License Key

To use the Software, the Licensee must:

  • Obtain a valid license key from the Licensor or an authorized reseller.
  • Use the activation mechanism provided to register the Software with the license key.
  • Maintain the confidentiality of the license key and not disclose it to third parties.

The Licensor reserves the right to revoke, suspend, or modify license keys at any time in response to breach of this Agreement, illegal use or unauthorized redistribution, non-payment or breach of payment terms, or violation of applicable law.

Licensees may transfer a license key between machines following the procedures specified in the Software documentation. Excessive transfers or patterns suggesting unauthorized use may result in license revocation.

2.1 Compliance Verification

Upon reasonable prior written notice, the Licensor may request a written self-certification confirming the Licensee's compliance with license scope, seat/device limits, and deployment restrictions. The Licensee agrees to maintain reasonably sufficient records to demonstrate such compliance.

If the Licensor has a reasonable basis to believe there is material non-compliance, the Licensor may conduct, or appoint an independent auditor to conduct, a limited compliance audit during normal business hours in a manner designed to minimize operational disruption. The auditor will be bound by confidentiality obligations. If material non-compliance is identified, the Licensee will promptly cure such non-compliance and reimburse reasonable audit costs.

3. Restrictions and Prohibited Use

The Licensee shall NOT:

  1. Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except to the extent this restriction is prohibited by applicable law.
  2. Remove, obscure, or alter any proprietary notices, labels, or marks on the Software or its documentation.
  3. Rent, lease, lend, sell, transfer, assign, or sublicense the Software or any portion thereof to any third party.
  4. Provide hosted access to the Software, or use it as part of a service bureau, managed service, SaaS, or similar third-party-facing offering, except as expressly authorized in writing by the Licensor.
  5. Use the Software in any unlawful manner or in violation of applicable local, state, national, or international law.
  6. Use the Software for any purpose that could harm public safety, national security, or violate intellectual property or data privacy laws.
  7. Redistribute the Software, license keys, or any derivative works.
  8. Use the Software in embedded systems, cloud deployments, or automated batch processing services without explicit written authorization.
  9. Attempt to bypass, circumvent, or disable any licensing, activation, or technical protection mechanism.
  10. Use the Software on more machines simultaneously than permitted by the license key or this Agreement.

4. Intellectual Property

The Software, including all code, algorithms, data structures, graphical elements, documentation, and trade secrets, is the exclusive intellectual property of the Licensor. The Licensor retains all right, title, and interest in the Software. The Licensee obtains only the limited license rights specified in Section 1. No ownership interest in the Software is transferred to the Licensee.

All improvements, modifications, or derivative works created by the Licensee remain the property of the Licensor if submitted to or incorporated into the Software at the Licensor's discretion.

For clarity, this Section applies to proprietary Pro components licensed under this EULA and does not alter the ownership or license terms of Whitebox Open Core or other open-source components distributed under separate open-source licenses.

5. Geographic and Field-of-Use Restrictions

The Licensor may impose restrictions on the geographic regions or fields of use in which the Software may be deployed (e.g., academic use only, specific country exclusions). Such restrictions will be communicated at the time of purchase and reflected in the license key metadata.

Use of the Software outside approved geographic regions or fields of use constitutes a material breach of this Agreement.

6. Support and Maintenance

This EULA does not obligate the Licensor to provide technical support, bug fixes, updates, or maintenance. Any such services are provided at the Licensor's sole discretion and may be subject to separate maintenance or support agreements.

Updates, patches, or new releases may require re-activation or renewal of the license key.

7. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The Licensor does not warrant that the Software will be error-free, uninterrupted, or suitable for the Licensee's specific requirements. The Licensee uses the Software at its own risk and assumes all responsibility for results obtained from its use.

The Software is provided as a decision-support and analytical aid only; it does not constitute professional, legal, engineering, environmental, surveying, planning, or other expert advice. The Licensee is solely responsible for exercising independent judgment in interpreting and applying Software outputs.

The Licensee must independently review, validate, and verify all outputs, models, classifications, maps, and recommendations generated by the Software before relying on them for operational, financial, regulatory, safety, environmental, or policy decisions.

8. Limitation of Liability

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE LICENSEE FOR THE LICENSE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR SHALL HAVE NO LIABILITY FOR ANY DECISIONS, ACTIONS, OR OMISSIONS TAKEN BY THE LICENSEE OR ANY THIRD PARTY BASED ON SOFTWARE OUTPUTS OR DERIVED ANALYSES, INCLUDING CLAIMS ARISING FROM INACCURATE, INCOMPLETE, DELAYED, OR MISINTERPRETED RESULTS.

9. Term and Termination

This Agreement is effective as of the date the Licensee activates the Software using a valid license key (the "Activation Date").

9.1 Automatic Expiration

The license will expire on the date specified by the license key (typically twelve (12) months from the Activation Date unless otherwise specified). Upon expiration, the Software will no longer function unless renewed.

9.2 Termination for Breach

The Licensor may immediately terminate this Agreement and revoke the license key if the Licensee materially breaches this Agreement, including but not limited to use in violation of Section 3, non-payment of renewal or maintenance fees, or unauthorized redistribution or sublicensing. The Licensor will provide written notice of termination where practicable, but termination is effective immediately upon breach discovery.

9.3 Effect of Termination

Upon termination or expiration, the Licensee must immediately cease all use of the Software, delete or destroy all copies of the Software, and remains liable for any breaches or unauthorized use occurring prior to termination.

Sections 0, 2.1, 3, 4, 7, 8, 9.3, 11, 12, 13, 14, 16, and 17 survive termination or expiration of this Agreement.

10. Data Privacy and Collection

The Software may collect non-personally identifiable usage statistics, performance metrics, and error logs to improve product quality. The Licensor agrees to:

  • Not collect personal data beyond what is necessary for license validation and usage monitoring.
  • Comply with applicable data privacy laws (GDPR, CCPA, PIPEDA, etc.).
  • Not sell or transfer user data to third parties without explicit consent.

The Licensee may opt out of optional telemetry but may not disable license validation reporting. See also our Privacy Policy.

10.1 Open-Source and Third-Party Components

The Software may include or interoperate with open-source and third-party components that are licensed under their own license terms. Those terms remain in effect for those components and are not superseded by this EULA.

11. Export Control

The Software may be subject to export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and sanctions administered by OFAC. The Licensee agrees not to export or re-export the Software to sanctioned countries or to any person or entity on a government restricted-party list.

12. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Licensor's jurisdiction (Ontario, Canada), without regard to its conflict-of-law principles. The Licensee consents to the exclusive jurisdiction of the courts located in Ontario, Canada for any dispute arising from this Agreement.

13. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14. Entire Agreement

This EULA, together with any purchase agreement or license renewal agreement, constitutes the entire agreement between the Licensor and the Licensee concerning the Software and supersedes all prior or contemporaneous agreements, whether written or oral.

15. Contact Information

For questions regarding this EULA, licensing, or to report suspected unauthorized use:
Whitebox Geospatial Inc.
Guelph, Ontario, Canada
support@whiteboxgeo.com

16. Injunctive Relief

The Licensee acknowledges that unauthorized use, disclosure, distribution, or circumvention of licensing controls may cause irreparable harm to the Licensor for which monetary damages may be inadequate. In such cases, the Licensor is entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity.

17. Miscellaneous

The Licensee may not assign or transfer this Agreement without the Licensor's prior written consent. Failure by either party to enforce any provision is not a waiver of future enforcement. Neither party is liable for delay or failure to perform due to causes beyond reasonable control. Notices under this Agreement may be provided by email or other reasonable written means to the contact information provided by each party.

Acknowledgment

BY ACTIVATING THE SOFTWARE WITH A VALID LICENSE KEY, THE LICENSEE ACKNOWLEDGES THAT: (1) the Licensee has read and understands this EULA; (2) the Licensee agrees to be bound by all terms and conditions; (3) the Licensee has the authority to enter into this Agreement; and (4) the Licensee understands and accepts the restrictions and limitations outlined herein.