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CHAOS SOFTWARE LTD

END USER LICENSE AGREEMENT

PLEASE READ CAREFULLY.

The Product is licensed to You under the condition that You accept any and all terms hereof

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"Trial Period" is a limited period in which Licensee is entitled to use the Product free of charge. Subject to the terms and conditions hereof, except if otherwise provided elsewhere, Company grants to Licensee the license specified below to evaluate the Product only for a term of thirty (30) days from the date Licensee downloads the Product. Trial Period may either be found in this Agreement, on Company designated web site, in the Product user-guide, or in Company's specific instructions, in this order of prevalence.

1. LICENSE TYPE

License Type will be clearly indicated in the relevant Product section and/or supporting documentation identifying the Product as one of the following types:

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NOTE: THIS AGREEMENT SHALL APPLY TO ALL COMPANY'S SOFTWARE PRODUCTS, UNLESS OTHERWISE PROVIDED FOR IN THE SPECIFIC LICENSE TERMS AND CONDITIONS UNDER WHICH A COMPANY'S SOFTWARE PRODUCT IS MADE AVAILABLE FOR USE, FOR EXAMPLE, THIS AGREEMENT DOES NOT APPLY TO FREEWARE LICENSE TYPE SOFTWARE, OR SOFTWARE NOT DESIGNATED UNDER THE DESCRIPTION OF PRODUCT STIPULATED IN THE PREVIOUS SECTION, WHICH IS LICENSED UNDER SEPARATE TERMS AND CONDITIONS.

2. GRANT OF LICENSE

2.1. Subject to Your full payment of the applicable license fees, if any, continuous compliance with this Agreement and the restrictions agreed between You and the Company, Company grants hereby, and You accept, a non-exclusive, non-sublicensable and non-transferable (except if the latter is permitted by applicable law) right and license:

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2.2.4. Except for the cases of Metered Access Service as defined below, the term of each of the licenses, acquired under the Agreement, is indicated in the expiration section on the License Server status web page, and/or hereunder.

3. LIMITATIONS/RESTRICTIONS

3.1. You may NOT:

  1. make copies or otherwise reproduce the Product, except for installing it on Licensee's computers and for back-up copies as specified above;
  2. use the Product to develop a new software product with the same or similar main function;
  3. redistribute or give the Product away in any way (lease, rent, loan, charge, donate, exchange, share or other) to any third parties. You are not allowed to sell (except if permitted by applicable law), transfer, assign or grant access to the Product to any third party and You ensure that Product (accessed either locally or remotely) is used only by You personally, in case You are an individual, or by Your employees, on Your behalf, in case You are a legal entity, and You are responsible for compliance with the terms of this Agreement by its employees. You shall notify Company in a timely manner if You becomes aware of any unauthorized use of the whole or any part of the Product by any third party. The notification shall be made to: contacts@chaosgroup.com;
  4. use the Product for commercial rendering services that provide third parties with contracted/on demand rendering or simulation services, unless you acquired a render-farm license;
  5. create any derivative works or make any translation, adaptation, arrangement and any other alteration of the Product or make any reproduction, distribution, communication, display or performance to the public of the results of such acts;
  6. adapt or reverse compile or reverse engineer or otherwise tamper the whole or any part of the Product;
  7. remove or alter any copyright or other proprietary notice from the Product;
  8. use any of the Product's components, files, modules, audio-visual content, or related licensed materials separately from the Product;
  9. use the Product in a manner that infringes any third party's copyrights or any other rights;
  10. participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to Company or the Product;
  11. use a number of concurrent users of the Product that exceed the number of licenses acquired. Additional licenses can be added from time to time as such licenses are acquired;
  12. use the Product or Licensee's Works for commercial purposes, unless you acquired Advanced / Commercial or Render Service Provider License;
  13. use the license acquired hereunder by way of Metered Access Service, unless administered by a Company certified provider of Metered Access Service. "Metered Access Service" shall mean making the Product available to end users for on-demand metered use under the licenses granted hereby by Company. The Licensee may not exceed the limit of on-demand metered use acquired under the Metered Access Service.

4. PROTECTION MECHANISMS

4.1. The Product is protected through schemes or devices to control access and permit only the number of licenses acquired to be in use at one time and to prevent usage of unlicensed copies of the Product ("Protection Mechanism"). Protection Mechanisms may include, not limited to a hardware lock ("Dongle"), license server, software license authorization key, and/or any other legally permitted technology as may be implemented from time to time by Company.

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4.3. You may not take any steps to avoid or defeat the purpose of any Protection Mechanism or to install or use the Product in a manner that circumvents or interferes with the operation of the protection mechanisms.

5. PRODUCT DELIVERY. COLLATERAL PRODUCTS

5.1. The Company will deliver the Product electronically, You have to register and download the Product from the Company's official website. In order to receive the Software license authorization key, you may have to generate a provisional code from the machine where the License Server is installed, following the instructions in the furnished documentation and to provide that provisional code to the Company. The Company will further provide the respective Software License authorization key.

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5.4. You will take sole responsibility for acquiring and complying with any licenses that may be necessary to use or to use in a different way any third party's software, data, documents or other materials. You acknowledge and agree that Company has no responsibility for, and makes no representations or warranties regarding, such third party's software, data, documents or other materials or Your use of such third party's software, data, documents or other materials.

6. CONFIDENTIALITY AND NON-DISCLOSURE

6.1. The Company and You acknowledge and agree that during the Term of or in relation with this Agreement either party (the "Disclosing Party") may disclose to the other party (the "Recipient") certain business and/or technical information of a confidential and proprietary nature. "Confidential Information" means any proprietary information, trade secret (organization, structure, object or source code of the Product, etc. any API, SDKs, libraries, reference, sample code etc.) or other non-public information that Disclosing Party delivers or communicates to the Recipient or to which the Recipient otherwise gains access to under this Agreement;

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6.3. Recipient shall maintain the confidentiality of the Disclosing Party's Confidential Information and may not disclose, distribute or otherwise provide it to third parties, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.

7. OWNERSHIP

7.1. You acknowledge and agree that possession, installation, or use of the Product does not transfer to You any title to the Company's intellectual property. The Company and its licensors own and retain title to and ownership of, and all other rights with respect to, the Product, THE Collateral Products, the Confidential Information and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.

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7.3. APIs: You acknowledge and agree that any API information and development materials provided (a) are confidential and proprietary to the Company, (b) may not be distributed, disclosed or otherwise provided to third parties, (c) may be used only internally and only in conjunction with and for your own authorized internal use of the Product to which the API information or development materials relate, such as the development and support of applications, modules and components to operate on or with the Product, and (d) may only be Installed on the same Computer(s) where the Product is permitted to be Installed.

8. PRIVACY (IN CASE LICENSEE IS AN INDIVIDUAL)

8.1. You acknowledge and agree that in order to acquire and use the Product, You (and third parties acting on Your behalf) may have to provide, and the Company and its resellers (and third parties acting on behalf of the Company and its resellers) may acquire, certain personal information and data with respect to You. By accepting the Agreement You hereby consent to the Company processing such information and data. The Company is a data administrator and as such the Company takes appropriate technical measures to protect Your personal information and data, if any. Personal information and data provided to the Company in connection with this Agreement may be processed in Bulgaria or any other country in which the Company or its subsidiaries, affiliates or resellers maintain facilities. By acquiring the Product, You consent to the transfer of such information outside of Your country under terms and conditions which ensure the fair protection of data subject's rights. In any case such personal information and data will be processed only for the purposes of this Agreement and for the time it is effective, unless the applicable laws provide otherwise, in which case the wider limits imposed or implied by law will prevail. Any premature revocation or repudiation of data subject's consent entitles the Company to immediately terminate any associated rights and/or obligations which the Company at its free discretion may consider will not be able to further fulfil.

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8.4. The Company will keep Your personal information and data for as long as necessary to fulfil the above purposes or as provided for by law. You may modify and correct incomplete or inaccurate data at any time by notifying the Company of any change to dpo@chaosgroup.com. Any request for deletion of Your personal data may result in immediate termination of this Agreement and Your right to use the Product, which will become effective upon expiration of Your prepaid period. Company may revise from time to time its Privacy Policy, and its most up to date version You can find on https://www.chaosgroup.com/privacy.

9. LIMITED WARRANTY

9.1. YOU MAY, WITHIN FOURTEEN (14) DAYS FROM THE DATE OF ACQUISITION, RETURN THE PRODUCT TO THE COMPANY OR ITS AUTHORIZED RESELLER FROM WHICH THE PRODUCT WAS ACQUIRED, FOR A REFUND NOT EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY.

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9.4. THE ENTIRE LIABILITY OF THE COMPANY RELATED TO ANY WARRANTY CLAIM AND YOUR SOLE AND EXCLUSIVE REMEDY UNDER ANY WARRANTY WILL BE LIMITED TO EITHER, AT THE COMPANY'S DISCRETION, (I) TO USE REASONABLE EFFORTS TO CORRECT DEFECTS OR WORK AROUND ERRORS, PROVIDED THAT YOU MAKE AVAILABLE TO MAXIMUM EXTENT POSSIBLE ALL THE INFORMATION THE COMPANY MAY NEED TO RECREATE AND CORRECT THE DEFECT OR FAULT OR IF SUCH EFFORTS FAIL OR ARE UNPRACTICAL (II) TO REFUND THE LICENSE FEES, IF ANY, PAID BY YOU AND TERMINATE THIS AGREEMENT. SUCH REFUND IS SUBJECT TO THE RETURN, DURING THE WARRANTY PERIOD, OF THE PRODUCT. THE LIMITED WARRANTY SET FORTH GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER APPLICABLE LAW. COMPANY DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

10. DISCLAIMER

10.1. THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND LICENSEE ACKNOWLEDGES AND AGREES THAT COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. THE FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE AFFECTED BY COMPANY'S RENDERING OR ANY SUPPORT SERVICES OR TECHNICAL OR OTHER ADVICE OR COMMUNICATION IN CONNECTION WITH THE PRODUCT OR ITS USE. WITHOUT LIMITING THE FOREGOING DISCLAIMER, COMPANY DOES NOT WARRANT THAT PRODUCT WILL MEET LICENSEE'S EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.

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10.3. SPECIFIC DISCLAIMER APPLICABLE ONLY TO LICENSE TYPES, SUCH AS TRIAL, ACADEMIC, BETA, NFR, DEMO, LABS OR PRE-RELEASE, OR MADE AVAILABLE AS "FREE" IN OTHER TESTING MODE, OR WITHOUT REQUIREMENT OF PAYMENT, ETC., FOR WHICH THE LIMITED WARRANTY AND THE DISCLAIMER IN THE PREVIOUS SECTIONS DO NOT APPLY: IT IS UNDERSTOOD THAT THE PRODUCT, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PRODUCT, ANY SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT PRODUCT WILL MEET LICENSEE'S EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.

11. LIMITATIONS OF LIABILITY

11.1. IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. YOU ACKNOWLEDGE AND AGREE THAT IN ANY EVENT THE AGGREGATE LIABILITY OF COMPANY AND ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT AND ANY COMPANY'S PRODUCT OR SERVICE WILL BE LIMITED, EXCEPT FOR REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, TO THE AMOUNT PAID, IF ANY, BY YOU FOR SUCH PRODUCT OR SERVICE, EVEN IF THAT AMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. COMPANY DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

12. TERM AND TERMINATION

12.1. The Agreement is not limited with any term and is effective until terminated, unless, as of the time the Product is acquired, the Agreement for Your specific Product is time-limited with a fixed expiration period as may be specified on the License Server webpage, in the relevant Product section and/or supporting documentation and/or elsewhere publicly available with clear and disambiguous language.

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12.6. Sections concerning LIMITATIONS/RESTRICTIONS, CONFIDENTIALITY AND NON DISCLOSURE, OWNERSHIP, PRIVACY, LIMITED WARRANTY, DISCLAIMER, LIMITATIONS OF LIABILITY, and OTHER PROVISIONS will survive the termination of this Agreement, howsoever caused, and this will not imply or create any continued right for You to use the Product or any part of the Product after termination of this Agreement.

13. OTHER PROVISIONS

13.1. This Agreement, including the formation, interpretation, breach or termination thereof, will be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of law rules and principles. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. The parties to this Agreement shall each use commercially reasonable efforts to settle any dispute, controversy or claim arising out of or relating to this Agreement. If no solution is achieved within sixty (60) days of a party's written notice of a dispute, You agree that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the for resolution to the Court of Arbitration of the Bulgarian Chamber of Commerce and Industry in Sofia, Bulgaria, and be resolved, enforced and further executed in accordance with court rules then in effect and any other laws then in force throughout the Republic of Bulgaria, except that if You are an individual or for any other reason arbitration may not apply to You, any such claim or dispute will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the competent court in Pleven, Bulgaria, and subject to appeal before the relevant appeal court and court of cassations. The parties to this Agreement waive any other venue to which either party might be entitled by domicile or otherwise. Nothing in the foregoing will prevent Company from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur. You will be considered to have received the Product and subscribed to a service based on the governing law agreed hereunder, regardless of where the Product and the service are delivered or accessed. Licensee may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without Company's prior written consent, which may be withheld at Company's sole and absolute discretion, and any unauthorized purported assignment by You will be void. You acknowledge and agree that Company may assign or sub-contract any of its rights or obligations under this Agreement.

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13.15. Notices in connection with this Agreement will be in writing and will be sent by postal service or a delivery service. Notices will be effective when delivered and received by the Company at Company's head office address, which currently is: Chaos Software Ltd., Mladost-1A, 147, Tsarigradsko shosse, 4th floor, 1784 Sofia, Bulgaria.

14. SPECIAL TERMS AND CONDITIONS FOR ADVANCED / COMMERCIAL LICENSE

14.1. The terms and conditions of this Agreement which are not clearly referred to as applicable only to specific License Type(s) will apply to all License Types, including but not limited to Advanced / Commercial License Type.

15. SPECIAL TERMS AND CONDITIONS FOR TRIAL LICENSE

15.1. Licensee may download a Trial License version for evaluation and, thereafter, if Licensee liked the Product, order license under the terms and conditions stipulated above, i.e. Licensee can try the Product before starting to pay a license fee. Even though a license fee is not paid for the Trial License, it does not mean that there are no conditions for using the Product under Trial License. These additional and specific terms contained in this Section "Trial License" will apply whenever Licensee chooses to use the Product under Trial License.

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15.11. Sections (LIMITATIONS/RESTRICTIONS) (CONFIDENTIALITY AND NON-DISCLOSURE) (OWNERSHIP), (PRIVACY), (LIMITED WARRANTY), (DISCLAIMER), (LIMITATIONS OF LIABILITY) (OTHER PROVISIONS) will survive the termination of this Agreement, howsoever caused, and this will not imply or create any continued right for Licensee to use the Product or any part of the Product after termination of this Agreement.

16. SPECIAL TERMS AND CONDITIONS FOR BETA LICENSE

16.1. Whenever You are provided a Beta License Type for a Product, You acknowledge, understand, recognize and agree that the Product, and any of its updates may contain errors, AND ARE PROVIDED TO YOU FOR LIMITED EVALUATION PURPOSES ONLY.

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b) specific terms: in addition to the general and special terms and conditions stipulated in this Agreement, all the relevant terms specifically applicable to the Lavina Project, such as period of validity, end date, payment conditions, etc, may be specified in greater details in the relevant platform section(s) or user guide(s) produced by the Company with regard to the Lavina Project, and any and all such may be changed at any time at the sole discretion of the Company, with or without notice to You

17. SPECIAL TERMS AND CONDITIONS FOR NFR LICENSE

17.1. Whenever You are provided a NFR License Type for a Product, You acknowledge, understand, recognize and agree that it is s a designation for the Product that gives You right only for testing and demonstration purposes, with the understanding that you will not resell the Product.

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17.3. Product marked with NFR legend are not licensed for resale, and so no license for general use is granted.

18. SPECIAL TERMS AND CONDITIONS FOR EDUCATIONAL/ ACADEMIC LICENSE

18.1. Whenever You are provided an Educational, also referred to as Academic, License Type for a Product, You acknowledge, understand, recognize and agree that it is a License limited to Your educational purposes, and is only available for licensees that are academic or educational institutions or individuals that are students or educators.

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18.4. The Company may decide not to charge a full license fee and this will be clearly indicated in the relevant Product section.

19. SPECIAL TERMS AND CONDITIONS FOR RENDERFARM LICENSE

19.1. Whenever You are provided a license for use of the Product for commercial renderfarm services, an additional agreement supplementing and amending the present Agreement will be signed with You.

20. SPECIAL TERMS AND CONDITIONS FOR APPSDK FOR INTERNAL USAGE AND DEVELOPMENT

20.1 Whenever You are provided a V-Ray Application Software Development Kit ("V-Ray Application SDK") license for use of the Product, these additional conditions and limitations apply to You – the Licensee.

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20.3.2. Number of licenses. Your number of licenses is specified by the Company, where usually one Product license entitles You to one SDK license. Additional licenses can be acquired from time to time under the terms and conditions of the relevant license agreement governing the licenses acquisition. Licensee acknowledges that Company is currently developing or may develop technologies and products in the future that have or may have design and/or functionality similar to products that Licensee may develop based on the V-Ray Application SDK license herein. Nothing in this Agreement shall impair, limit or curtail Company's right to continue with its development, maintenance and/or distribution of Company's technology or products. Licensee agrees not to assert in any way any patent owned by Licensee arising out of or in connection with the SDK and/or the Product, or modifications made thereto, against Company, its subsidiaries or affiliates, or their customers, direct or indirect, agents and contractors for the manufacture, use, import, licensing, offer for sale or sale of any Company products.

21. SPECIAL TERMS AND CONDITIONS FOR PLE (Personal Learning Edition) LICENSE

21.1. If the Product You choose to be licensed for is a Personal Learning Edition License Type (also referred to as the "PLE"), it will require standard Company Protection Mechanism.

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_______END OF THE AGREEMENT_______

LICENSE SERVER AGREEMENT

PLEASE READ CAREFULLY.

THE COMPANY licenses the License Server ("THE LICENSE SERVER") to you (either you as an individual or the legal entity for which you represent and warrant that you have the right, power and authority to act on behalf of and bind to this agreement) ("THE LICENSEE") only upon the condition that you accept all of the terms and conditions contained in this LICENSE SERVER AGREEMENT ("THE AGREEMENT"). This is a license agreement and not an agreement for sale.

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By installing, accessing, or otherwise copying or using all or any portion of THE LICENSE SERVER you agree to be legally bound by THE AGREEMENT. If THE LICENSEE does not agree to any or all of the terms in THE AGREEMENT, THE LICENSEE must not install, access, or otherwise copy or use THE LICENSE SERVER or THE DONGLE (if applicable) and may, within fourteen (14) days from the date of acquisition, return, for a refund (if applicable), THE LICENSE SERVER, THE DONGLE and any accompanying documentation and materials to THE COMPANY or its authorized reseller from which THE LICENSE SERVER and THE DONGLE were acquired.

1. SCOPE

1.1. THE COMPANY licenses and THE LICENSEE accepts the following non-sublicensable, non-exclusive, non-transferable (except if the latter is permitted by applicable law) right and license:

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1.4. By this AGREEMENT no intellectual property rights of THE COMPANY, or other rights not specified herein, respectively, are being transferred or licensed to THE LICENSEE.

2. RIGHTS AND OBLIGATIONS OF THE COMPANY

2.1. THE COMPANY shall have to furnish THE LICENSEE via electronic way with the copies of THE LICENSE SERVER whose rights for use, as defined in Article 1.1., are being licensed by THE AGREEMENT.

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2.5. THE COMPANY shall not be liable in case THE LICENSEE is not able to use any or all of THE LICENSE SERVER's features due to a force majeure (including, but not limited to short-circuits, power outages, internet network malfunctions, administrative limitations and others such as a war, strike, riot, crime, or an event described by the legal term "act of God" e.g., flooding, earthquake, etc.).

3. RIGHTS AND OBLIGATIONS OF THE LICENSEE

3.1. THE LICENSEE shall not:

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3.5. THE LICENSEE shall be obligated to keep confidential any of THE COMPANY's trade secrets, as well as any other information they may become aware of during or in relation with the execution of this AGREEMENT, except where such information is required by applicable law.

4. PROTECTION MECHANISMS

4.1. THE LICENSE SERVER may include one or more protection schemes to prevent usage of unlicensed copies of the Software Products, as follows:

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4.7. Under the provisions defined in Article 4, if a DONGLE needs to be replaced, the COMPANY keeps its right to provide THE LICENSEE with a suitable replacement which may differ from the original.

5. COLLATERAL PRODUCTS

5.1. THE LICENSE SERVER,THE DONGLE, and/or THE LICENSE FILES may be accompanied, may contain or COMPANY may provide from time to time other own and/or third party's software, drivers, data, documents, materials, etc. (COLLATERAL PRODUCTS). COLLATERAL PRODUCTS may include, be subject to or provided in accordance with other terms in addition to or different from the terms set forth in this Agreement. Unless such terms are included or referenced COLLATERAL PRODUCTS are subject to this Agreement. In case such terms apply LICENSEE agrees to comply with them.

5.2. LICENSEE will take sole responsibility for acquiring and complying with any licenses that may be necessary to use or to use in a different way any third party's software, data, documents or other materials. LICENSEE acknowledges and agrees that COMPANY has no responsibility for, and makes no representations or warranties regarding, such third party's software, data, documents or other materials or LICENSEE's use of such third party's software, data, documents or other materials.

6. PRIVACY (IN CASE LICENSEE IS AN INDIVIDUAL)

6.1. LICENSEE acknowledges and agrees that in order to acquire and use THE LICENSE SERVER through THE COMPANY's online licensing service and/or THE LICENSE FILES, LICENSEE (and third parties acting on LICENSEE's behalf) may have to provide, and COMPANY and its resellers (and third parties acting on behalf of COMPANY and its resellers) may acquire, certain personal information and data with respect to LICENSEE. By accepting the AGREEMENT LICENSEE hereby consents to COMPANY processing such information and data. COMPANY is a registered data administrator (Bulgarian Personal Data Protection Act (01 Jan. 2002 and as amended from time to time)) and as such COMPANY takes appropriate technical measures to protect LICENSEE's personal information and data. Personal information and data provided to COMPANY in connection with this AGREEMENT may be processed in Bulgaria or any other country in which COMPANY or its subsidiaries, affiliates or resellers maintain facilities. By acquiring THE LICENSE SERVER, LICENSEE consents to the transfer of such information outside of LICENSEE's country. In any case such personal information and data will be processed only for the purposes of this Agreement and for the time it is effective.

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6.4. COMPANY will keep LICENSEE's personal information and data for as long as necessary to fulfil the above purposes or as required by law. LICENSEE may modify and correct incomplete or inaccurate data at any time by notifying COMPANY of any change to dpo@chaosgroup.com.

7. DISCLAIMER OF WARRANTY

LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSE SERVER, THE LICENSE FILES, ANY OTHER SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE LICENSE SERVER, THE LICENSE FILES, ANY OTHER SOFTWARE, WILL MEET LICENSEE'S EXPECTATIONS, THAT THEIR PERFORMANCE OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.

8. LIMITATIONS OF LIABILITY

IN NO EVENT WILL the COMPANY OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. LICENSEE ACKNOWLEDGES AND AGREES THAT IN ANY EVENT THE ENTIRE AGGREGATE LIABILITY OF COMPANY AND ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT SHALL BE LIMITED TO DAMAGES OF AN AMOUNT EQUAL TO THE AMOUNT OF THE INITIAL PURCHASE PRICE ORIGINALLY PAID BY THE LICENSEE FOR THE DONGLE, EVEN IF THAT AMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. COMPANY DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

9. DURATION AND TERMINATION

9.1. This AGREEMENT is effective until terminated.

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9.3. This AGREEMENT will terminate immediately without notice from THE COMPANY if THE LICENSEE fails to comply with any provision of this AGREEMENT.

10. OTHER PROVISIONS

10.1. This AGREEMENT is governed by Bulgarian law. Any dispute about the existence and the validity of THE AGREEMENT, or in relation with THE AGREEMENT or with a breach of it, including any dispute and discrepancy about the effect, interpretation, termination, performance or failure to execute it, will be settled by negotiations. In the event no solution is achieved, the dispute will be referred for resolution to the Court of Arbitration at the Bulgarian Industrial Association (BIA) in accordance with its Rules. The place of arbitration shall be Sofia, Bulgaria. Nothing in the foregoing will prevent COMPANY from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.

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_______END OF THE AGREEMENT_______

CHAOS SOFTWARE TERMS OF SERVICE

IMPORTANT. Please read these Terms carefully before You start using Services. You should keep a copy of these Terms for Your records.

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Any and all access and/or use of the Services, as defined hereunder, by You will be governed by these Terms. By accepting these Terms during Your account registration or subscription process, or by using Your existing account after the implementation of the Terms, or by accessing or using the Services, You confirm Your acceptance of these Terms and Your agreement to be a party to this binding contract. If You do not agree to these Terms, You do not have the right to access or use the Services. If You do not agree to all of the terms and conditions of these Terms, You should not select the "I Agree" button or box (or other mechanism designed to acknowledge agreement) indicating that You have read and agree to these Terms and You are not permitted to access or use the Service. Nevertheless, any unauthorized use or access by You still constitutes agreement and consent to these Terms.

DEFINITIONS.

The clause headings are included for convenience only, have no legal effect and shall be ignored when construing these Terms. Capitalized terms are defined in these Terms, or elsewhere in the other applicable terms and conditions accepted hereby by reference.

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  1. "Additional Agreement" means an agreement (1) for an Other Chaos Product (if any) or (2) that You and Chaos otherwise agree in writing constitutes an Additional Agreement and includes certain terms and conditions for access or use of the Service or Software. Additional Agreements include, without limitation, the EULA, SLA, Subscription Terms and Membership Terms as applicable.
  2. "API" means the standard applications programming interface information generally provided by Chaos to users of the Offering that specifies the requirements for interfacing to the Service or Software included in such Offering. API does not include any implementation of such interface information, any Materials or Software.
  3. "Beta" or "Trial": Offerings identified as "Beta", "Labs" or "Pre-Release" or made available as "free" or "trial" in other testing mode, or without requirement of payment for an Other Chaos Product ("Free Services", in the meaning of Services provided without obligation for payment or any additional consideration, other than receiving Feedback, or other valuable consideration which tangible value may not be easy to estimate), may be subject to additional terms and conditions that appear in connection with Your use of the Free Services and are incorporated into these Terms by reference. Beta or Trial specific terms and conditions include, without limitation, that when You are offered Beta or Trial Offering/ Service:
    • You are entitled to participation based on Your commitment to participate and test the Beta or Trial Offering/ Service, where lack of sufficient participation is a good and sufficient cause for Chaos to remove You from the Beta or Trial service;
    • You are entitled to a single account only, whilst Chaos at its discretion may renew Your account upon expiration and/or enable additional account(s) of Your;
    • Generally, You may use Offering/ Service solely for Your internal, non-productive business purposes, and solely: (a) to evaluate the technical and commercial viability of the Offering/ Service; (b) to evaluate the reliability and functionality of the Offering/ Service in a working environment; (c) to determine whether the features of The Offering/ Service perform as designed and are useful; (d) to determine whether the Offering/ Service will work for its intended purpose; and (e) to create and provide to Chaos voluntary suggestions and technical feedback regarding the Offering/ Service, including suggestions regarding viability and functionality of the Offering/ Service. If You submit feedback or suggestions about the Offering/ Service, Chaos may use Your feedback or suggestions without obligation to You;
    • Parties acknowledge and agree that either party hereto (the "Disclosing Party") may disclose to the other party (the "Recipient") certain business and/or technical information of a confidential and proprietary nature. "Confidential Information" means any proprietary information, trade secret or other non-public information that Disclosing Party delivers or communicates to the Recipient or to which the Recipient otherwise gains access to hereunder. Confidential information may be used only internally and only in conjunction with and for Recipient's own authorized internal use. Recipient shall maintain the confidentiality of the Disclosing party's Confidential Information and may not disclose, distribute or otherwise provide it to third parties, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.
  4. "Chaos Parties" means Chaos and its affiliates, agents and suppliers and each of their respective officers, directors and employees.
  5. "Claim" means any claim, suit or proceeding arising out of or in connection with: (1) Your Content/ Result or use of Your Content/ Result, including, without limitation, any assertion that Your Content/ Result or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, or are a misappropriation of any individual or entity's trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party; (2) any breach of or failure by You or Your Users to comply with applicable laws, these Terms or any Policies or Additional Agreements; or (3) use of the Offering by You (or anyone who accesses the Service through You).
  6. "Client Software" - access to the Service may require use of one or more Software programs (such as upload tools, etc.) that are made available for download by Chaos and are designed to be installed and used on a Computer, as a free or paid program as may be instructed from time time by Chaos, for the purposes of enabling use of the Service.
  7. "Computer" means (1) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (2) a software implementation of such a device (or so-called virtual machine, if specifically allowed for use with regard to Software and/or Offering by Chaos); or (3) a mobile device designed for processing digital or similar information.
  8. "Content" means, collectively, (a) any files, designs, models, data sets, images, documents or similar material submitted or uploaded to the Service by You ; (b) any software application, plug-in and other computer program or similar material (including any modules and components, functions and features of a computer program) developed by You using the API and/or Materials.
  9. "Documentation" means any technical requirements and end-user documentation for the Service made available to You by Chaos.
  10. "Effective Date" means the date You first agree to these Terms and these Terms become effective on.
  11. "Entitlements" means Your entitlement(s) to use the Service (such as maximum capacity, transactions, output, hours or other measurements of use, term or duration and any other entitlements specific to such Service) as determined by the Other Chaos Product, stand-alone Service or type or level of Subscription or Membership You subscribed to or licensed. Entitlements also include any other information about entitlements to access and use the Service which are set forth on the Entitlement Site and Portal (including, without limitation, the description of the Service, Documentation and minimum technical requirements for the Service).
  12. "Entitlement Site" means a website owned or operated by or for Chaos through which You can view Your specific Entitlements. For some Services, access to the Entitlement Site may be through functionality within Your Other Chaos Product or Service.
  13. "EULA" means the end user license agreement(s) provided or referenced by Chaos in connection with the Other Chaos Product to which the use of Software is subject to.
  14. "Feedback" means any suggestions, feedback, improvement requests or other recommendations You or Your Users provide, relating to the Services.
  15. "Materials" means SDKs (software development kits) and other toolkits, libraries, scripts, reference or sample code, and similar developer materials included in the Offering.
  16. "Metered Access Service" shall mean making the Services available to end-users such as You and Users for on-demand metered use under these Terms. You may not exceed the thresholds and limit of on-demand metered use acquired, if any.
  17. "Metrics" means information about You and Your use of the Offering (which may include storage space used, features of the Service used, metadata, index and similar information about the content stored, processed or accessed using the Offering and similar information). Metrics also includes information about You and Your users that You provide in connection with Your use of the Offering, including Personal Information (the collection, storage and use of which will be subject to the Privacy Policy). Metrics may be used predominantly for measuring Your use of Services by way of Metered Access Service.
  18. "Membership" means a membership or subscription that You purchased that entitles You (in addition to other benefits) to access and use the Service.
  19. "Membership Terms" means the terms for a Membership that may be set forth by Chaos, as they may be modified from time-to-time by Chaos in accordance with its terms.
  20. "Offering" means the Service and any and all content, sample data sets, sample models or other sample content, information, data or materials provided by Chaos hereunder or viewed or generated in connection with the Service (including, without limitation, any output, Results, recommendations or projections based upon Your Content or otherwise) or any related subject matter.
  21. "Order Form" means a form completed by or on behalf of You and submitted to Chaos (or by a reseller or distributor authorized by Chaos), directly or indirectly, in connection with Your order for the Service or an Other Chaos Product.
  22. "Other Chaos Product" means any additional Chaos Product that You acquired, licensed, joined or subscribed to which entitles You to access and use the Offering. An Other Chaos Product may be (1) a stand-alone product or service, (2) a Subscription, (3) a suite of products and/or services; or (4) a Membership.
  23. "Personal Data" or "Personal Information" has the meaning set forth in Chaos Privacy Policy and/or governing laws.
  24. "Policies" mean any and all other terms and conditions which may be incorporated into these Terms by reference.
  25. "Portal" means the website(s) owned or operated by or for Chaos that is associated with the Service.
  26. "Privacy Policy" means Chaos's [Privacy Policy](https://www.chaosgroup.com/privacy) as currently available at Portal, as it may be modified from time to time in Chaos's sole discretion.
  27. "Result" means Your specific output generated from the Service, if any, based on Your own Content, i.e. raw input data or information.
  28. "Service" means a web-, or cloud-based service requiring a connection to the Internet and that Chaos makes available through an Other Chaos Product or the Portal.
  29. "SLA" means any service level agreement that Chaos may make available to You in connection with the Service. Generally available service level agreements, if any, will be posted on Portal or any successor or supplemental web page of Chaos, as they may be modified from time to time.
  30. "Software" means any computer program or similar material, including any modules and components, functions and features of a computer program, made available by or for Chaos for use as part of the Service (whether by download or as a hosted solution).
  31. "Special Terms and Conditions" means any additional specific terms and conditions for access and use of a particular Service which may be set forth by Chaos at a location where a user may order or register for, or that is displayed in connection with ordering or registering for, such Services (e.g., a web page) or, if there are no such terms, at any web page of Chaos, as they may be modified by Chaos from time-to-time in its discretion.
  32. "Subscription" means a subscription, if available, that You purchased to a Chaos product that entitles You (in addition to other benefits) to access and use the Service.
  33. "Subscription Terms" means the terms and conditions applicable to a Subscription set forth by Chaos, as they may be modified from time-to-time by Chaos in accordance with its terms.
  34. "Terms" means, collectively, these Service Terms and the Special Services Terms, Entitlements and Policies, and other terms and conditions referred to hereunder.
  35. "Third Party Materials" means any files, content, designs, models, data sets, project information, materials, documents, computer programs or similar material (including, without limitation, any modules and components, functions and features of a computer program), media, audio, images, names, email addresses, comments, notes, links and other content, data, information, applications and services made available to You by any third party through or in connection with a Service or any website owned or operated by or for Chaos.
  36. "Users" means Your individual employees and Your consultants, contractors, agents and others with whom you conduct business for the internal purposes of Your enterprise, for whom You have purchased subscriptions to a Service who access and use the Service only for Your benefit or as part of Your project.

1. SUBJECT MATTER

1.1. Subject to Your compliance at all times with these Terms, Chaos will provide You the Services, and You may access and use the Service, and You may permit the Service to be accessed and used by Your Users, provided all such access and use is solely for Your internal enterprise business purposes and is in the form made accessible and/or provided by Chaos.

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1.3.All payments and fees, if any, for the Services are subject to the applicable terms and conditions governing payments between You and Chaos and/or a third party payment provider, authorized reseller and/or merchant.

2. RESTRICTIONS AND LIMITATIONS

2.1. This is an intuitо personae contract for Service that is personal to You, and You may not personally, nor You may permit any third party to:

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Chaos has the right, but not the obligation, upon its free discretion to immediately disable or suspend access to Your Content/ Result and/or suspend Your access to the Offering (or take other action as may be required to comply with law) without notice to You. You acknowledge and agree that Chaos also may suspend or terminate Your access to the Offering if any information You provide to Chaos in connection with Your registration for, or use of, the Service is or becomes false, inaccurate, obsolete or incomplete. Chaos may remove any content that is posted to the Service without notice if it believes that such content exceeds Entitlement or (if the Entitlement does not specify) reasonable storage limits.

3. PREREQUISITES AND REQUIREMENTS

3.1. Internet access may be needed at all times, and creation or log into an account may be needed to use the Service. You and Your Users shall not share any user ID or passwords provided to You hereunder, and You agree not to allow anyone else to access Your account or Your site (except if expressly allowed by Chaos) or do anything else that might jeopardize the security of Your account.

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3.3. Services may NOT be available in all countries or locations now or in the future. These terms do not change any territorial restrictions applicable to Your use of any Other Chaos Product.

4. CONTENT AND RESULT

4.1. Services may allow You to upload, submit, store, send or receive Content. You retain ownership of any intellectual property rights that you hold in that Content. In short, what belongs to You, stays Yours. You shall maintain ownership of, but also responsibility for Your Content, Result and responsibility for Your conduct while using the Offering. You agree that Your Content, Result and Your (and Your Users) conduct in using the Offering will comply with all applicable laws, rules and regulations and all other Policies.

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4.7. Services will be provided using processes and safeguards which are designed to help maintain the security of Your Content and/or Result that are economically appropriate for the Services. Chaos from time to time may have external auditors to verify Chaos adherence to Chaos security controls applicable to certain Chaos services.

5. SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY

5.1. Chaos will make the Service available to You and Your Users consistent with the manner in which Chaos makes the Services generally available to users of the Service. Chaos shall provide support services via email, during regular business hours and will endeavor in good faith to respond to customer support inquiries within two (2) business days, provided that both conditions are met: You and Users have installed the most current updates of the Software and You and Users are not running a beta version of the Software, Client Software, Portal and/or the Offerings.

5.2.Any SLAs which may be available in connection with the Service will be Additional Agreements and the credits (if any) set forth in any SLA will be Your sole and exclusive remedy for Chaos' failure to meet the identified service levels. Not all Services will have SLAs. Chaos does not make any representations or guarantees related to uptime or availability of the Offering, except as specifically identified in the applicable SLA, if any.

6. THIRD PARTY MATERIALS

6.1 Services and Offerings may be accompanied, may contain or Chaos may provide from time to time other own and/or Third Party Materials, including but not limited to, software, drivers, data, documents, materials, etc. Third Party Materials may include, be subject to or provided in accordance with other terms in addition to or different from the terms set forth in these Terms. Unless such terms are included or specifically referenced, Third Party Materials are subject to these Terms. In case such terms apply You agree to comply with them.

6.2 You will take sole responsibility for acquiring and complying with any licenses that may be necessary to use or to use in a different way any Third Party Materials, software, data, documents or other materials, etc. You acknowledge and agree that Chaos has no responsibility for, and makes no representations or warranties regarding, such Third Party Materials, software, data, documents or other materials or Your use of such Third Party Materials. Chaos may at any time, for any reason, modify or discontinue the availability of any Third Party Materials.

7. PROPRIETARY RIGHTS

7.1.1. You acknowledge and agree that Chaos and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, Software, API, Materials, Metrics, Documentation, Portal, Entitlement Site, sample data sets, sample models or other sample content and any information, data or materials provided or used in connection with, or generated by, the Service (NOTE: excluding Your Content and Result).

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7.3.3. Except as set forth in this section, no other right or license of any kind is granted to You with respect to the Client Software. As a clarification, all of the Restrictions applicable to the Other Chaos Product and the Offering apply to the Client Software and Your use of the Client Software is also subject to the disclaimers, limitations and the Export Laws referenced hereunder.

8. PRIVACY AND CONFIDENTIALITY

8.1.1. You acknowledge and agree that in order to acquire and use the Services, Offerings, Software and other valuable offerings that may be embodied in the Entitlement, You (and third parties acting on Your behalf) may have to provide, and Chaos (or third parties acting on behalf of Chaos) may acquire, collect, use, process, and storage Your Content and Personal Data. By accepting these terms You consent to the collection, use, processing, and storage of Your Content and Personal Data as may be further described in the then-current Privacy Policy, including cross-border transfers as may be further described in the Privacy Policy. The Privacy Policy is incorporated into these Terms by this reference.

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8.2.3 Confidential information may be used only internally and only in conjunction with and for Recipient's own authorized internal use agreed hereunder within the scope of these Terms and any Additional Agreement. Recipient shall maintain the confidentiality of the Disclosing Party's Confidential Information and may not disclose, distribute or otherwise provide it to third parties, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.

9. INDEMNIFICATION AND WARRANTIES.

9.1. You shall, at Your sole expense and to the fullest extent permitted by law, indemnify, defend (at Chaos's request), and hold harmless Chaos Parties against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by Chaos Parties by reason of any Claim. If requested by Chaos to defend a Claim, You will not agree to any settlement without the prior written consent of Chaos, and Chaos shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing.

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(4) any information You provide in connection with Your registration for, or use of, the Service is and shall remain true, accurate, and complete, and that You will maintain and update such information regularly.

10. DISCLAIMER OF WARRANTIES. LIMITATION OF LIABILITIES. OTHERS

10.1.NOTWITHSTANDING ANY WARRANTY APPLICABLE TO THE SOFTWARE IN THE EULA, THE OFFERING IS PROVIDED "AS IS" AND "AS AVAILABLE." CHAOS PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE OFFERING, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE OFFERING IS AT YOUR OWN DISCRETION AND RISK. CHAOS PARTIES DO NOT WARRANT THAT ANY USE OF OR ACCESS TO THE OFFERING WILL BE ERROR-FREE, COMPLETE, SECURE OR THE CONTENT/ RESULT WILL NOT BE OTHERWISE LOST OR DAMAGED OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED. CHAOS PARTIES DO NOT WARRANT THAT THE OFFERING WILL PERFORM IN ANY PARTICULAR MANNER. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND CHAOS PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE OFFERING; (2) USE OF THE OFFERING INCLUDING ANY CONTENT, RESULT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE OFFERING INCLUDING, WITHOUT LIMITATION, IMPACT TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; OR (3) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. CHAOS PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY. CHAOS PARTIES DO NOT REPRESENT OR WARRANT THAT THE OFFERING IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. This Section will be enforceable to the maximum extent allowed by applicable law. No information or advice (whether written, oral or otherwise) provided by Chaos Parties or their representatives will create any warranty or in any way affect the disclaimers of warranty or limitations of liability expressly provided in these Terms.

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10.4.The parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities in these Terms are a fundamental basis of the bargain between You and Chaos, and are a material part of the consideration received by Chaos for the provision of the Offering under these Terms, and Chaos would not have entered into these Terms and provided the Offering in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.

11. TERM AND TERMINATION

11.1.These Terms shall become effective on the date You first agree to these Terms.

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11.16.Upon any termination of these Terms for any reason, You and Your Users must immediately cease using the Service. Termination of these Terms does not affect, or give You any right to terminate, any Additional Agreement. Sections which by their nature should survive termination, will automatically survive termination of these Terms for any reason. It is Your responsibility to retain copies of Your Content/ Result. Upon termination Chaos shall have the right to immediately deactivate Your account(s) and suspend access to Your Content/ Result and, following the Result Retrieval Period, may delete, without notice, Your Content/ Result, if any, and all backups thereof, and Chaos Parties shall not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.

12. MISCELLANEOUS

12.1.These Terms, including the formation, interpretation, breach or termination thereof, will be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of law rules and principles. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) these Terms.

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_______END OF THE AGREEMENT_______

END USER LICENSE AGREEMENT

Last revised on July 6, 2017

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