End User License Agreement - Mattistic Flame Version 16 August 2022 Please read this End User License Agreement ("EULA") before You purchase a License Key for the Mattistic Flame plugin and subsequently download and use the Mattistic Flame plugin. By purchasing a License Key and/or downloading and using the Mattistic Flame plugin, You agree, without reservation to be bound by the terms of this EULA. If You do not agree with the terms of this EULA, please do not purchase a License Key and/or download and use the Mattistic Flame plugin. If You accept the terms and conditions in this EULA on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in this EULA on behalf of such company or other legal entity, and to legally bind such company or other legal entity. You may not accept this EULA if You are not of legal age to form a binding contract with Mattistic. 1. Definitions 1.1 In this EULA the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise: - "Confidential Information" - any and all information that Mattistic discloses to You, whether in writing, electronically or orally and in any form (tangible or intangible) that is confidential, proprietary, or relates to shareholders, whether commercial, technical, financial, customer, supplier, product or production related; - "Documentation" - the detailed information about the Mattistic Flame plugin, its features and the system requirements as made available on the website of Mattistic, as amended from time to time; - "Mattistic Flame License" - the license for the Mattistic Flame plugin for the term specified on the webpage of the store where You purchase the license, or in any applicable agreement concerning the purchase of the license to Use the Mattistic Flame plugin; - "License Key" - a unique code provided by Mattistic, which enables You to activate the Mattistic Flame plugin and to subsequently use the Mattistic Flame plugin during the applicable license term; - "Mattistic" - the company Mattistic, located in Hilversum, the Netherlands with chamber of commerce registration number 82627576 and VAT number NL003710108B90; - "Mattistic Flame plugin" - any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by Mattistic, including any Updates; - " Host Application" - the software application that allows the Mattistic Flame plugin to be executed and operated; - "Upgrade" - a release of the Mattistic Flame plugin which adds new functionality and/or feature enhancements, identifiable by an increased major version; - "Updates" - any modified versions and updates of, and additions to the Mattistic Flame plugin (excluding Upgrades of the Mattistic Flame plugin); - "Use" - the access, download, install, copy or get benefit from using the Mattistic Flame plugin in accordance with the documentation; - "You" - you, the final and ultimate user of the Mattistic Flame plugin or the authorized representative of a company or other legal entity that will be the final and ultimate user of the Mattistic Flame plugin, and the company or other legal entity that will be the final and ultimate user of the Mattistic Flame plugin, if applicable. 2. General 2.1 - This EULA applies to any licenses granted to You by Mattistic for the use of the Mattistic Flame plugin. 2.2 - By purchasing a License Key for the Mattistic Flame plugin and/or downloading and using the Mattistic Flame plugin, You enter into this EULA with Mattistic. 2.3 - You acknowledge that this EULA may be modified from time to time without prior notice to You. Such modifications will be effective upon posting on https://www.mattistic.com/vfx-plugins/eulas/. 3. License 3.1 - Mattistic grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to Use the Mattistic Flame plugin in accordance with this EULA. Mattistic reserves all rights not expressly granted to You. 3.2 - Mattistic is and remains the owner of any intellectual property rights with respect to the Mattistic Flame plugin. You shall not acquire any ownership to the Mattistic Flame plugin as result of Your purchase of the License Key or Your Use of the Mattistic Flame plugin. 4. Permitted use and restrictions 4.1 - In order to be able to install the Mattistic Flame plugin and receive Updates, Your computer shall meet the requirements described in the Documentation that can be found on the webpage: https://mattistic.com/vfx-plugins/requirements/. 4.2 - You shall Use the Mattistic Flame plugin on one computer only. If You exceed the limit, Mattistic may block the License Key. 4.3 - You shall Use the Mattistic Flame plugin in accordance with applicable laws and shall not: a. rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit the License Key; b. assign the License Key or the Mattistic Flame License without prior written approval of Mattistic; c. Use the Mattistic Flame plugin for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity; d. delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Mattistic Flame plugin; e. copy (except as otherwise provided in this EULA), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Mattistic Flame plugin and the License Key or any parts thereof, except to the extent permitted by applicable law; or f. disclose Confidential Information unless if this is required by law or authoritative order. 4.4 - Mattistic may modify the Mattistic Flame plugin at any time at its sole discretion and without notice to You, for example to comply with applicable law or a court order, to avoid a third party infringement claim or to provide Updates and Upgrades. 5. Maintenance and support 5.1 - Mattistic will notify You of any available Updates and Upgrades through the website of Mattistic and optionally through a subscription to the Mattistic newsletter. 5.2 - You will be entitled to receive Updates, excluding Upgrades, to the Mattistic Flame plugin free of charge upon purchasing the License Key for the Mattistic Flame plugin. 5.3 - You may need to pay an additional fee in order to be able to download an Upgrade. 5.4 - You can download available Updates and Upgrades from the website of Mattistic. 5.5 - Any maintenance and support provided by Mattistic, including the provision of Updates and Upgrades, will be provided in an adequate way on an "as is" basis without any warranty, as soon as reasonably practicable, subject to availability of personnel. 5.6 - The terms of this EULA will govern any Updates. 6. Use of data 6.1 - Mattistic may collect and use technical and related data concerning the Mattistic Flame plugin You have licensed, including about the name and version number of the Host Application You have installed and about the system You have installed the Mattistic Flame plugin on. Mattistic will use such data to facilitate maintenance, support and improvements with respect to the Mattistic Flame plugin. 6.2 - Mattistic may process personal data with respect to You, if and to the extent necessary to provide the License Key, to provide maintenance and support to You with respect to the Mattistic Flame plugin and to comply with its obligations under this EULA. To the extent Mattistic will process personal data, it will comply with its obligations under applicable data protection law. Please see our privacy statement for more details on the processing of Your personal data that Mattistic has collected and received. 7. Disclaimer 7.1 - You Use the Mattistic Flame plugin at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You. 7.2 - The Mattistic Flame plugin and accompanying documentation are provided on an "as is" and "as available" basis without warranty - express or implied - of any kind, and Mattistic specifically disclaims the warranty of fitness for a particular purpose. No oral or written advice given by Mattistic, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and You may not rely upon such information or advice. 8. Termination 8.1 - This EULA will continue to be in force until the expiry or termination of the Mattistic Flame License. 8.2 - Mattistic is entitled to terminate the Mattistic Flame License by blocking the License Key during the license term with immediate effect and without prior notice in the event You fail to comply with the terms in this EULA, in the event You fail to pay Your fee for the License Key within the applicable payment term, or in the event Mattistic is required to do so by law or an order of an applicable court. 8.3 - Upon termination of the Mattistic Flame License, You shall cease all use of the Mattistic Flame plugin. 8.4 - You acknowledge that the provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA. 9. Integration 9.1 - Both parties hereby agree that this EULA is the entire and exclusive statement and legal acknowledgement of the mutual understanding of the parties and supersedes and cancels any previous written and oral agreement and/or communication relating to the subject matter of this EULA. 10. Severability 10.1 - No delay or failure to exercise, on the part of either party, any privilege, power or rights under this EULA shall operate as a waiver of any of the terms and provisions of this EULA. Accordingly, no single or partial exercise of any right under this Agreement shall preclude further exercise of any other right under this EULA. Suppose any of the outlined provisions of this EULA is deemed to be unenforceable or invalid in whole or in part by a court of competent jurisdiction. In that case, such provision shall be limited to the minimum extent necessary for this EULA to remain in full force and effect and enforceable. The remaining provisions of this Agreement shall not be rendered unenforceable or invalid. They shall continue to be enforceable and valid in isolation of the unenforceable and invalid provisions of this EULA. 11. Warranty and Disclaimer 11.1 - Mattistic, and author of this Software, expressly disclaim any warranty for Mattistic Flame. The Licensed Product and all applicable documentation is provided as-is, without warranty of any kind, whether express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Accordingly, the Licensee accepts any risk arising out of the use or performance of the Software. 12. Limited Liability 12.1 - The Licensee agrees that Mattistic shall not be liable to Licensee, or any other related person or entity claiming any loss of profits, income, savings, or any other consequential, incidental, special, punitive, direct or indirect damage, whether arising in contract, tort, warranty, or otherwise. Even if Mattistic has been advised of the possibility of such damages. These limitations shall necessarily apply regardless of the primary purpose of any limited remedy. Under no circumstances shall Mattistic aggregate liability to the Licensee, or any other person or entity claiming through the Licensee, exceed the actual monetary amount paid by the Licensee to Mattistic for the Software. 13. Indemnification 13.1 - You hereby agree to indemnify and hold Mattistic harmless from and against all liabilities, damages, losses or expenses, including but not limited to reasonable attorney or other professional fees in any claim, demand, action or proceeding initiated by any third-party against Mattistic, arising from any of your acts, including without limitation, violating this EULA or any other agreement or any applicable law. 14. Governing Law and Jurisdiction 14.1 - This EULA shall be deemed to be construed under the jurisdiction of the courts located in the Netherlands, without regard to conflicts of laws as regards the provisions thereof. Any legal action relating to this EULA shall be brought exclusively in the courts of the Netherlands, and all parties consent to the jurisdiction thereof. Furthermore, the prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, legal fees. Accordingly, this EULA is made within the exclusive jurisdiction of the Netherlands, and its jurisdiction shall supersede any other jurisdiction of either party's election.