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PLEASE READ CAREFULLY. OUR PRODUCTS AND THIS LICENSE AND SERVICES AGREEMENT ARE DESIGNED FOR PROFESSIONAL USE BY BUSINESS CLIENTS AND CUSTOMERS. IF YOU ARE A CONSUMER ACCORDING TO THE APPLICABLE LAWS, AND YOU WOULD STILL LIKE TO USE OUR PRODUCTS, PLEASE FIND YOUR CONSUMER END USER LICENSE AGREEMENT JUST BENEATH THIS LICENSE AND SERVICES AGREEMENT. ONLY THE TERMS OF SUCH CONSUMER END USER LICENSE AGREEMENT SHALL BE APPLICABLE TO YOU. OUR PRIVACY POLICY IS AVAILABLE HERE FOR YOUR CONVENIENCE JUST AFTER THE

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CONSUMER END USER LICENSE AGREEMENT.

LICENSE AND SERVICES AGREEMENT

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3.3. Access to Subscriptions for Licensed Materials. Single Product. This section applies to Subscriptions of Licensed Materials when provided as a downloadable Product or as a part of a Subscription including Services. The Licensed Materials are licensed to You as a single product although they may encompass separate, but interdependent, Software, Services and Content. Subject to Your compliance with this Agreement, Chaos grants You for Your Territory a paid, limited, non-exclusive, non-transferrable transferable right to Use for the Subscription term the Licensed Materials:

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3.5. License Fees You shall pay the fee set forth by Chaos for the applicable Product or Subscription. Fees are available at the Product portal. If You agreed upon a one-month term ("One-Month Subscription"), the fee is to be paid monthly in advance of the applicable One-Month Subscription. If You agreed upon a one-year term ("One-Year Subscription"), the fee is to be paid yearly in advance of the applicable One-Year Subscription. If You agreed upon a three-year term ("Three-Year Subscription"), the fee is to be paid in advance of the applicable Three-Year Subscription. Any other Subscription periods made available on a Product or Subscription portal, and relevant payments, will follow the same logic. Chaos is entitled to modify any fees for a Subscription, Product or Service at any time, on a six-week notice in writing. Except as otherwise announced with a fee modification notice, any fee modification will take automatic effect at the next renewal of Your Subscription Term, unless You elect not to renew. Where the fee modification is envisaged to take effect during Your current Subscription Term, when You do not disagree, the price modification will be effective at the end of the notice period, unless You notify Chaos earlier of Your acceptance, in which case the fee modification will be effective immediately upon Your acceptance notice. If You disagree with the fee modification, You shall notify Chaos in writing at least 30 days prior to expiration of the fee modification notice period. In this case Chaos will be, at its sole discretion, entitled to terminate Your Subscription and/or Agreement at the end of the fee modification notice period, or keep the current terms unchanged; whilst, in case Chaos decides to terminate, You will be entitled to prorated refund of the positive balance of Your prepaid fees, if any. *ther Other than as permitted in this Section or elsewhere in this Agreement, all amounts are non-refundable, non-cancelable and non-creditable. You agree that We may bill Your credit card or other payment method for renewals, additional Users, overages to set limits or scopes of Use, expenses, and unpaid fees, etc, as applicable.

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5. USE RESTRICTIONS

You shall not:

i. Use any non-commercial Product that is procured under a limited license according to its Subscription, in a production environment;

ii. Use the Products beyond the scope of the license and/or capacity purchased (e.g., Use by a number of concurrent Users of the Product that exceed the number of Subscriptions, seats, licenses, service credits, etc, acquired. Additional capacity can be added from time to time upon extra fees);

iii. Modify, translate, adapt, make arrangement or any other alteration of the Product, or make any reproduction, distribution, communication, display or performance to the public of the results of such acts, or, generally, create derivative works from the Products, in whole or in part;

iv. disassemble, decompile, reverse compile, reverse engineer or otherwise attempt to derive the source code, methodology, analysis, or results of the Products, in whole or in part, including but not limited to, for the purpose of developing, either personally or via third parties, a new product with the same or similar main functionality as the Product, unless expressly permitted by the mandatory rules of the applicable law despite this prohibition;

v. Remove, modify, or conceal any product identification, copyright, proprietary or intellectual property notices or other such marks on or within the Product;

vi. Provide Access to or otherwise make the Products or the functionality of the Products available to any third party through any means, including without limitation, by uploading the Product to a network or file-sharing service or through any hosting, managed services provider, service bureau or other type of service, unless specifically agreed otherwise in a separate agreement with Chaos. Even in case of such separate agreement, You may not Use the Product by way of Metered Access Service, unless administered by a Chaos certified provider of Metered Access Service. "Metered Access Service" shall mean making the Product available to end users for on-demand metered Use under a Subscription granted hereby by Chaos. You may not exceed the limit of on-demand metered Use acquired under the Metered Access Service;

vii. Transfer, sublicense, or assign your rights under this Agreement to any other person or entity, except for Affiliates, unless expressly authorized by Chaos in writing;

viii. Sell, resell, sublicense, assign, or otherwise transfer the Products or any rights or interests in the Products to any third party except in accordance with the express terms herein. Products purchased from unauthorized resellers or other unauthorized entities shall be subject to the Chaos license compliance and license transfer procedure;

ix. Use a Product with a Fixed License, whether physical or virtual, on another Computer, unless expressly authorized by Chaos in writing;

x. Duplicate, make copies of, or otherwise reproduce the Product, its methodology, analysis, or results, unless specifically permitted in accordance with Documentation or for the specific purpose of making a reasonable number of archival or backup copies, and provided in both cases that You reproduce in the copies the copyright and other proprietary notices or markings that appear on the original copy of the Product as delivered to You;

xi. Use Your Subscriptions or Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy, intellectual property or other rights, or participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to Chaos or the Product, including but not limited to, using the Content to create a Result of pornographic nature. Chaos is not liable for any illegal act such as defamation of a third party, distribution or transmission of obscene material and other information contrary to public order and decency, etc., and the result of any breach of this Agreement. You are solely responsible for such actions. You are responsible for using only legal content, including but not limited to, Digital Rights Management (DRM)-protected or DRM-free content on the allowed number of compatible devices that You own or control, within the restrictions provided hereby for the Product. Video and audio Content may require an HDCP connection;

xii. Use the Subscriptions in any manner not authorized by the Documentation;

xiii. Interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized Access to Product, Subscriptions or the License Server or other Protection Mechanism, their related systems or networks, or any Third Party Materials contained therein;

xiv. Take any steps to avoid or defeat the purpose of any Protection Mechanism or to Access or Use the Product in a manner that circumvents or interferes with the operation of the Protection Mechanism; or

xv. Use any of the Product's components, files, modules, audio-visual content, or related licensed materials separately from the Product.

6. PREREQUISITES AND REQUIREMENTS

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Chaos will deliver the Product electronically by giving You remote Access, whilst You have to register and an Account, Access, download and install the Product from an official website of Chaos does not warrant the authenticity and does not warrant Products acquired elsewhere. In order to receive a Product license authorization key, You may have to generate a provisional code from the Computer where the Access to License Server is installed, following the instructions in the furnished Documentation and to provide that provisional code to Chaos. Chaos may further provide the respective Software License authorization key. Subscriptions and/or Products can be provided on various pricing levels such as Beginner, Advanced, Professional, Solo, Premium, Enterprise, Copper, Silver, Gold, Platinum, and any other as may be designated from time to time by Chaos .

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You acknowledge and agree that You may provide, and Chaos and its Partners may obtain, certain information and data with respect to You (including, without limitation, personal data) and Your business in connection with this Agreement, including but not limited to, information and data provided to or obtained by Chaos and Partners, related to ordering, registration, activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to Products and/or managing the relationship with You. You hereby acknowledge that you have read and been familiarized with Chaos' data privacy and data protection policies, as such policies may be updated from time to time, located at https://enscape3d.com/privacy/ or any other successor site designated by Chaos. Please note that Your personal information may be collected and processed in order to detect, prevent, or otherwise address non-valid use such as through fraud and software piracy (e.g., to confirm that software is genuine and properly licensed) and to protect You, Chaos, and/or third parties in furtherance of our legitimate interests. Using non-valid software is an act of copyright infringement, which may result in both civil and criminal penalties. Further, this Agreement requires all customers to use the Product in compliance with all applicable laws and further prohibits any act of unauthorized use, access or reproduction. Chaos work works with third party service providers to investigate the sale and use of non-valid software and in case of suspicions of software privacy Chaos may share personal data of suspected individuals to those third parties provided all applicable legislative requirements are followed. Chaos reserves all rights to take actions against unauthorized resellers of the Product on popular marketplaces and e-commerce sites, as well as to investigate anonymous reports of suspicious resellers and users of non-valid Product and software.

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Right of Return: PROVIDED THAT THIS IS NOT IN CONFLICT WITH THE NATURE OF THE PRODUCT OR OTHERWISE AVAILABLE FOR EXCLUSION FROM THE SCOPE OF MANDATORY PRODUCT WITHDRAWALS AND RENEWALS BY THE APPLICABLE LAW, YOU MAY, WITHIN FOURTEEN (14) DAYS FROM THE EFFECTIVED EFFECTIVE DATE OF A SUBSCRIPTION, RETURN THE PRODUCT TO CHAOS OR ITS AUTHORIZED RESELLER FROM WHICH THE PRODUCT WAS ACQUIRED, FOR A REFUND NOT EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY. Termination for Cause: Either party may terminate this Agreement for cause if the other party (a) fails to cure any material breach of the terms of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Termination for Convenience: If You agreed upon the One-Month Subscription, each party shall be entitled to terminate this Agreement with respect to any renewal with two weeks' notice prior to the end of the term of the applicable One-Month Subscription. If You agreed upon the One-Year Subscription or Three-Year Subscription, each party shall be entitled to terminate this Agreement on an one-month notice prior to the end of the respective term of the applicable One-Year Subscription or Three-Year Subscription. Consequences of Termination: Upon any expiration or termination of this Agreement, You must cease using all licensed Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on Your behalf. You will certify such deletion upon our request. You may not have access to Your Data not saved on Your own storage media (and we may delete all of Your Data unless legally prohibited) after expiration or termination of this Agreement (or its applicable Subscription term), so You should make sure to export Your Data using the functionality of the Products during the applicable Subscription term. If we terminate this Agreement based on a Termination for Cause, you will pay any unpaid fees covering the remainder of the then-current Subscription term after the effective date of termination. In no event will termination relieve You of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. Suspension: Chaos may also terminate any right granted to You under this Agreement and/or suspend, modify, or delete Your account if it has another valid reason to do so (for example, You are repeatedly or seriously breaking any limitations imposed by law or contract; ceasing a Product for economic reasons due to a limited number of Users, etc.) or without reason by giving You a reasonable prior notice. If Chaos terminates any right granted to You under this Agreement and/or suspends or deleted deletes Your account, this means that Your access to and right to Use a Product will be temporarily or permanently revoked.

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Product Modifications: Chaos retain all the rights to make and have implemented, from time to time, any changes, improvements and corrections, it deems necessary upon its own discretion, to the Product hereunder, as long as such change, improvement or correction does not affect the Products main function. Agreement Modifications: From time to time, Chaos may modify, add to, supplement or delete terms of this Agreement, for instance if there is a change to its Products and Services, to improve safety or in case of change in applicable laws. If Chaos substantially changes the terms of this Agreement, Chaos will notify You in advance before the new terms of this Agreement come into effect and You will be asked to accept those changes to continue to Use the Products or Services, provided that the acceptance will be deemed given if You continue Using the Product. The applicable version of the Agreement will be at all times available on https://enscape3d.com/eula/ or any other successor site designated by Chaos, and You accept to check on a regular basis (at least every two weeks) whether the terms of the Agreement have been updated, as well as each time You Use a Product. Together with the notice, we will specify the effective date of the modifications. Unless otherwise indicated with the modifications, any and all such modifications will take effect at the next renewal of Your Subscription term and will automatically apply as of the renewal date, unless You elect not to renew. Changes to the terms of this Agreement will not substantially change the contractual balance between You and Chaos, and will not have retroactive effect. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features) there may be modifications which mandatory will mandatorily become effective during your then-current Subscription term. If the effective date of such modifications is during Your then-current Subscription term, and such modification materially adversely affects Your Use of the affected Product, then (as Your exclusive remedy) You may terminate Your affected Subscription upon notice to Us, and We will refund You prorated any fees you have pre-paid for Use of the affected Products or Services for the terminated portion of the applicable Subscription term. To exercise this right, You must provide Us with notice of Your objection and termination within thirty (30) days of Us providing notice of the modifications.

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You acknowledge and agree that the Product (including any data submitted by You in connection with a Service and any Result generated by a Service) may be subject to the export control and trade sanctions laws, rules and regulations of the United States and may be subject to the export control and trade sanctions laws, rules and regulations of other countries, including but not limited to countries where You are located or operate (hereinafter jointly refereed referred to as the "Export Controls"). Both parties shall comply with the U.S. Export Administration Regulations, and any other applicable export laws, restrictions, and regulations to ensure that the Product and any technical data related thereto is not exported or re-exported directly or indirectly in violation of or Used for any purposes prohibited by such laws and regulations You further represent, warrant and covenant that neither You nor Your Affiliates or personnel (i) are a citizen or resident of, or located within, a nation or region that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, the Crimean peninsula, Cuba, Iran, Sudan, Syria and North Korea), (ii) are identified on any applicable government restricted party lists (including, without limitation, the U.S. Treasury Department's Sectoral Sanctions List and List of Specially Designated Nationals and Blocked Persons, the U.S. Department of Commerce's Denied Party List, Entity List and Unverified List and the U.S. Department of State's proliferation-related lists), (iii) will, unless otherwise authorized under the Export Controls, Use Products (or Services) in connection with any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear activities, chemical/biological weapons, rocket systems or unmanned air vehicles, or (iv) will Use the Product (or Services) to disclose, transfer, download, export, or re-export, directly or indirectly, any of Your Results generated by the Product (or Services), Content, third party content, or any other content or material to any country, entity, or party that is ineligible to receive such items under the Export Controls or other laws or regulations to which You may be subject to.

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4.1. 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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Your number of licenses is specified by Chaos, 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. You acknowledge that Chaos 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 You may develop based on the V-Ray Application SDK license herein. Nothing in this Agreement shall impair, limit or curtail Chaos' sright right to continue with its development, maintenance and/or distribution of Chaos's technology or products. You agree not to assert in any way any patent owned by You arising out of or in connection with the SDK and/or the Product, or modifications made thereto, against Chaos, 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 Chaos's or its Affiliates' products.

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12.5. Until further notice, PLE is available as a pilot project only, may not be available in all regions across the world, and all the special terms and conditions applicable to Beta Licenses, shall also apply to PLE.

Version: 20230501

_______END OF THE AGREEMENT_______

PLEASE READ CAREFULLY. OUR PRODUCTS ARE DESIGNED FOR PROFESSIONAL USE BY BUSINESS CLIENTS AND CUSTOMERS. IF YOU ARE A CONSUMER

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ACCORDING TO THE APPLICABLE LAWS, AND YOU WOULD STILL LIKE TO USE OUR PRODUCTS, PLEASE FIND BELOW YOUR CONSUMER END USER LICENSE AGREEMENT

CONSUMER END USER LICENSE AGREEMENT

("Agreement") THE PRODUCT IS LICENSED TO YOU UNDER THE CONDITION THAT YOU ACCEPT ANY AND ALL TERMS, STIPULATED OR REFERRED TO, HEREOF, PLEASE READ CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF CHAOS' OR ITS AFFILIATES' OFFERINGS, INCLUDING SUBSCRIPTIONS, SOFTWARE, CONTENT AND OTHER COPYRIGHTED MATERIALS, SOFTWARE-AS-A-SERVICE, CLOUD- SERVICES AND OTHER SERVICES, AND ACCOMPANYING DOCUMENTATION (TOGETHER, THE "PRODUCT" OR "PRODUCTS"). PRODUCT BRANDS INCLUDE, BUT ARE NOT LIMITED TO, V-RAY, CHAOS, ENSCAPE, CHAOS PHOENIX, CHAOS PLAYER, CHAOS SCANS, CHAOS COSMOS, CHAOS CORONA, CHAOS SCATTER, CHAOS VANTAGE, ETC. THIS AGREEMENT GOVERNS YOUR USE OF PRODUCTS HOWEVER THEY WERE ACQUIRED INCLUDING WITHOUT LIMITATION THROUGH AN AUTHORIZED RESELLER (AS DEFINED BELOW), OR ONLINE APP STORE. THIS IS A LEGAL AGREEMENT BETWEEN YOU, EITHER YOU PERSONALLY IF YOU HAVE ACQUIRED THE PRODUCT, AS DEFINED BELOW, FOR YOURSELF, OR ANOTHER LEGAL ENTITY WHICH HAS ACQUIRED THE PRODUCT AND FOR WHICH YOU WARRANT THAT YOU HAVE THE CAPACITY AND AUTHORITY TO BIND TO THIS AGREEMENT (REFERRED TO HEREIN AS "CUSTOMER", "END USER", "LICENSEE", "YOU" or "YOUR"), AND (A) ENSCAPE, INC., a company organized under the laws of the USA, with office address at 80 Pine Street, Floor 24, New York, NY 10005-1732, email: contracts@chaos.com, IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA; OR (B) ENSCAPE GmbH, a company organized under the laws of Germany, with office address at An der Raumfabrik 33b, 76227 Karlsruhe, Germany, email: contracts@chaos.com, IF YOU ARE LOCATED OUTSIDE THE UNITED STATES OF AMERICA IF YOU ARE LOCATED OUTSIDE THE USA, PLEASE REVIEW THE TERMS INCLUDED IN THE COUNTRY-SPECIFIC TERMS SECTION BELOW, IF ANY, WHICH APPLY TO YOUR USE OF OR ACCESS TO A PRODUCT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS IN THE COUNTRY-SPECIFIC TERMS SECTION AND THE REMAINDER OF THIS AGREEMENT, THE COUNTRY-SPECIFIC TERMS SECTION SHALL APPLY IF YOU ARE LOCATED OUTSIDE THE USA. (REFERENCES IN THIS AGREEMENT TO "CHAOS", "WE", "OUR" or "US" IN THIS AGREEMENT REFERS, AS APPLICABLE, TO INSCAPE, INC., ENSCAPE GMBH AND/OR A RESPECTIVE CHAOS AFFILIATE THAT OWNS OR OPERATES THE PRODUCT THAT YOU ARE USING OR ACCESSING PURSUANT TO AN AUTHORIZED SUBSCRIPTION) YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF ANOTHER ENTITY UNLESS YOU ARE AN EMPLOYEE OR OTHER AGENT OF SUCH OTHER ENTITY WITH THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF SUCH OTHER ENTITY. CHAOS MAY AT ANY TIME ASSIGN THE AGREEMENT, AS A WHOLE OR IN PART, TO ANY OF ITS AFFILIATES, WITH OR WITHOUT PRIOR NOTICE. BY SELECTING THE "I ACCEPT" BUTTON OR OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN ELECTRONIC COPY OF THIS AGREEMENT, OR BY ACCESSING, DOWNLOADING, INSTALLING, REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING PRODUCTS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS AGREEMENT (INCLUDING THE TERMS IN THE COUNTRY-SPECIFIC TERMS SECTION, IF YOU ARE LOCATED OUTSIDE THE USA). IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THE AGREEMENT AND/OR THE TERMS AND CONDITIONS FOR THE LICENSE SERVER, OR ANY OTHER APPLICABLE TERMS AND CONDITIONS REFERRED TO AS PART OF OUR RELATIONSHIPS AND/OR A CONDITION PRECEDENT FOR THEIR VALIDITY, YOU MUST NOT DOWNLOAD, AGREE TO THE TERMS AND CONDITIONS, CLICK OR CHECK A RELEVANT BUTTON, OR PERFORM ANY SIMILAR ACT OF ACCEPTANCE, AND/OR DO NOT USE THE PRODUCT.

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3.3. Access to Subscriptions for Licensed Materials. Single Product. This section applies to Subscriptions of Licensed Materials when provided as a downloadable Product or as a part of a Subscription including Services. The Licensed Materials are licensed to You as a single product although they may encompass separate, but interdependent, Software, Services and Content. Subject to Your compliance with this Agreement, Chaos grants You for Your Territory a paid, limited, non-exclusive, non-transferrable transferable right to Use for the Subscription term the Licensed Materials:

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3.5. License Fees You shall pay the fee set forth by Chaos for the applicable Product or Subscription. Fees are available at the Product portal. If You agreed upon a one-month term ("One-Month Subscription"), the fee is to be paid monthly in advance of the applicable One-Month Subscription. If You agreed upon a one-year term ("One-Year Subscription"), the fee is to be paid yearly in advance of the applicable One-Year Subscription. If You agreed upon a three-year term ("Three-Year Subscription"), the fee is to be paid in advance of the applicable Three-Year Subscription. Any other Subscription periods made available on a Product or Subscription portal, and relevant payments, will follow the same logic. Chaos is entitled to modify any fees for a Subscription, Product or Service at any time, on a six-week notice in writing. Except as otherwise announced with a fee modification notice, any fee modification will take automatic effect at the next renewal of Your Subscription Term, unless You elect not to renew. Where the fee modification is envisaged to take effect during Your current Subscription Term, when You do not disagree, the price modification will be effective at the end of the notice period, unless You notify Chaos earlier of Your acceptance, in which case the fee modification will be effective immediately upon Your acceptance notice. If You disagree with the fee modification, You shall notify Chaos in writing at least 30 days prior to expiration of the fee modification notice period. In this case Chaos will be, at its sole discretion, entitled to terminate Your Subscription and/or Agreement at the end of the fee modification notice period, or keep the current terms unchanged; whilst, in case Chaos decides to terminate, You will be entitled to prorated refund of the positive balance of Your prepaid fees, if any. *ther Other than as permitted in this Section or elsewhere in this Agreement, all amounts are non-refundable, non-cancelable and non-creditable. You agree that We may bill Your credit card or other payment method for renewals, additional Users, overages to set limits or scopes of Use, expenses, and unpaid fees, etc, as applicable.

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e. to Use the Product within the scope of Your Subscription or License Type, the Documentation, and up to the number of purchased Subscriptions, seats, licenses, service credits, capacity, etc., of the Product. The Product is in Use for the duration that it keeps engaged a Subscription from the License Server or other Protection Mechanism applied by Chaos ; You acknowledge and agree that Access to and installation of a Product may be disabled by the License Server or other Protection Mechanism if You Use the Product outside the authorized Access hereunder, if You tamper with the License Server or other Protection Mechanism or date-setting mechanisms on a Computer or in the Product, if You Use the Products past an applicable Subscription period or fixed term, or if You undertake certain other actions that affect the security mode or under other circumstances and that, in any such event, Your Access to the Product and other data may be affected.

5. USE RESTRICTIONS

You shall not:

i. Use any non-commercial Product that is procured under a limited license according to its Subscription, in a production environment;

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Chaos will deliver the Product electronically by giving You remote Access, whilst You have to register and an Account, Access, download and install the Product from an official website of Chaos does not warrant the authenticity and does not warrant Products acquired elsewhere. In order to receive a Product license authorization key, You may have to generate a provisional code from the Computer where the Access to License Server is installed, following the instructions in the furnished Documentation and to provide that provisional code to Chaos. Chaos may further provide the respective Software License authorization key. Subscriptions and/or Products can be provided on various pricing levels such as Beginner, Advanced, Professional, Solo, Premium, Enterprise, Copper, Silver, Gold, Platinum, and any other as may be designated from time to time by Chaos .

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You acknowledge and agree that You may provide, and Chaos and its Partners may obtain, certain information and data with respect to You (including, without limitation, personal data) and Your business in connection with this Agreement, including but not limited to, information and data provided to or obtained by Chaos and Partners, related to ordering, registration, activation, updating, validating entitlement to, auditing, monitoring Installation of and Access to Products and/or managing the relationship with You. You hereby acknowledge that you have read and been familiarized with Chaos' data privacy and data protection policies, as such policies may be updated from time to time, located at https://enscape3d.com/privacy/ or any other successor site designated by Chaos. Please note that Your personal information may be collected and processed in order to detect, prevent, or otherwise address non-valid use such as through fraud and software piracy (e.g., to confirm that software is genuine and properly licensed) and to protect You, Chaos, and/or third parties in furtherance of our legitimate interests. Using non-valid software is an act of copyright infringement, which may result in both civil and criminal penalties. Further, this Agreement requires all customers to use the Product in compliance with all applicable laws and further prohibits any act of unauthorized use, access or reproduction. Chaos work works with third party service providers to investigate the sale and use of non-valid software and in case of suspicions of software privacy Chaos may share personal data of suspected individuals to those third parties provided all applicable legislative requirements are followed. Chaos reserves all rights to take actions against unauthorized resellers of the Product on popular marketplaces and e-commerce sites, as well as to investigate anonymous reports of suspicious resellers and users of non-valid Product and software.

...

Right of Return: PROVIDED THAT THIS IS NOT IN CONFLICT WITH THE NATURE OF THE PRODUCT OR OTHERWISE AVAILABLE FOR EXCLUSION FROM THE SCOPE OF MANDATORY PRODUCT WITHDRAWALS AND RENEWALS BY THE APPLICABLE LAW, YOU MAY, WITHIN FOURTEEN (14) DAYS FROM THE EFFECTIVED EFFECTIVE DATE OF A SUBSCRIPTION, RETURN THE PRODUCT TO CHAOS OR ITS AUTHORIZED RESELLER FROM WHICH THE PRODUCT WAS ACQUIRED, FOR A REFUND NOT EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY. Termination for Cause: Either party may terminate this Agreement for cause if the other party (a) fails to cure any material breach of the terms of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Termination for Convenience: If You agreed upon the One-Month Subscription, each party shall be entitled to terminate this Agreement with respect to any renewal with two weeks' notice prior to the end of the term of the applicable One-Month Subscription. If You agreed upon the One-Year Subscription or Three-Year Subscription, each party shall be entitled to terminate this Agreement on an one-month notice prior to the end of the respective term of the applicable One-Year Subscription or Three-Year Subscription. Consequences of Termination: Upon any expiration or termination of this Agreement, You must cease using all licensed Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on Your behalf. You will certify such deletion upon our request. You may not have access to Your Data not saved on Your own storage media (and we may delete all of Your Data unless legally prohibited) after expiration or termination of this Agreement (or its applicable Subscription term), so You should make sure to export Your Data using the functionality of the Products during the applicable Subscription term. If we terminate this Agreement based on a Termination for Cause, you will pay any unpaid fees covering the remainder of the then-current Subscription term after the effective date of termination. In no event will termination relieve You of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. Suspension: Chaos may also terminate any right granted to You under this Agreement and/or suspend, modify, or delete Your account if it has another valid reason to do so (for example, You are repeatedly or seriously breaking any limitations imposed by law or contract; ceasing a Product for economic reasons due to a limited number of Users, etc.) or without reason by giving You a reasonable prior notice. If Chaos terminates any right granted to You under this Agreement and/or suspends or deleted deletes Your account, this means that Your access to and right to Use a Product will be temporarily or permanently revoked.

...

Product Modifications: Chaos retain all the rights to make and have implemented, from time to time, any changes, improvements and corrections, it deems necessary upon its own discretion, to the Product hereunder, as long as such change, improvement or correction does not affect the Products main function. Agreement Modifications: From time to time, Chaos may modify, add to, supplement or delete terms of this Agreement, for instance if there is a change to its Products and Services, to improve safety or in case of change in applicable laws. If Chaos substantially changes the terms of this Agreement, Chaos will notify You in advance before the new terms of this Agreement come into effect and You will be asked to accept those changes to continue to Use the Products or Services, provided that the acceptance will be deemed given if You continue Using the Product. The applicable version of the Agreement will be at all times available on https://enscape3d.com/eula/ or any other successor site designated by Chaos, and You accept to check on a regular basis (at least every two weeks) whether the terms of the Agreement have been updated, as well as each time You Use a Product. Together with the notice, we will specify the effective date of the modifications. Unless otherwise indicated with the modifications, any and all such modifications will take effect at the next renewal of Your Subscription term and will automatically apply as of the renewal date, unless You elect not to renew. Changes to the terms of this Agreement will not substantially change the contractual balance between You and Chaos, and will not have retroactive effect. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features) there may be modifications which mandatory will mandatorily become effective during your then-current Subscription term. If the effective date of such modifications is during Your then-current Subscription term, and such modification materially adversely affects Your Use of the affected Product, then (as Your exclusive remedy) You may terminate Your affected Subscription upon notice to Us, and We will refund You prorated any fees you have pre-paid for Use of the affected Products or Services for the terminated portion of the applicable Subscription term. To exercise this right, You must provide Us with notice of Your objection and termination within thirty (30) days of Us providing notice of the modifications.

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You acknowledge and agree that the Product (including any data submitted by You in connection with a Service and any Result generated by a Service) may be subject to the export control and trade sanctions laws, rules and regulations of the United States and may be subject to the export control and trade sanctions laws, rules and regulations of other countries, including but not limited to countries where You are located or operate (hereinafter jointly refereed referred to as the "Export Controls"). Both parties shall comply with the U.S. Export Administration Regulations, and any other applicable export laws, restrictions, and regulations to ensure that the Product and any technical data related thereto is not exported or re-exported directly or indirectly in violation of or Used for any purposes prohibited by such laws and regulations You further represent, warrant and covenant that neither You nor Your Affiliates or personnel (i) are a citizen or resident of, or located within, a nation or region that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, the Crimean peninsula, Cuba, Iran, Sudan, Syria and North Korea), (ii) are identified on any applicable government restricted party lists (including, without limitation, the U.S. Treasury Department's Sectoral Sanctions List and List of Specially Designated Nationals and Blocked Persons, the U.S. Department of Commerce's Denied Party List, Entity List and Unverified List and the U.S. Department of State's proliferation-related lists), (iii) will, unless otherwise authorized under the Export Controls, Use Products (or Services) in connection with any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear activities, chemical/biological weapons, rocket systems or unmanned air vehicles, or (iv) will Use the Product (or Services) to disclose, transfer, download, export, or re-export, directly or indirectly, any of Your Results generated by the Product (or Services), Content, third party content, or any other content or material to any country, entity, or party that is ineligible to receive such items under the Export Controls or other laws or regulations to which You may be subject to.

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This Agreement consists of all the terms and conditions set forth hereby, inclusive of the content of any Exhibits hereto, and any other terms referred to herein, constitute the entire agreement between the parties (and merge and supersede any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising or understandings) with respect to the subject matter hereof. The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. The separate terms may be amended separately, and Chaos may amend any of them, as well as modify, update, or put to an end the Use of, any Product, from time to time, with or without notice depending on the type of change, by conveying an advance notice to You by means of sending an email message to You, publishing a notice on Websites or Product forum(s), amending the Documentation, enabling a pop-up notice in the Product, or otherwise. You agree to monitor on a regular basis the established lines of communication in order to be aware of any updates regarding the Products and the Agreement. Not providing Your disagreement prior to the effective note of a change, in addition to Your continuing Use of the Product after the effective date of a notice, shall be deemed an agreement to such a change. This Agreement shall apply to all Chaos's products, unless otherwise provided for in the specific license terms and conditions under which an Offering is made available for customer use, for example, this Agreement may not apply to certain freeware license type software, or software not designated under the description of Product stipulated in the Agreement, which is licensed under separate terms and conditions. Unless otherwise stipulated by Chaos , this Agreement shall also apply to any Products:

a. updates and upgrades,

b. supplements, and

c. related Services (if any).

Maintenance and support services are governed by the end user support agreement, which, if any, will be specified by Chaos, and is hereby incorporated by reference into this Agreement. By accepting this Agreement you also accept, agree and guarantee that in case You provide to a third person the legitimate possibility to Access or Use the Product or any part of it You shall procure the said third person's acceptance and agreement with the present Agreement otherwise such access or usage shall be deemed illegal.

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30.14. APPLICABLE LAW The Consumer's attention is further drawn to Art. 6, Section 2, Sentence 2of 2 of the Rome I Regulation.

30.15. INFORMATION REGARDING THE ONLINE DISPUTE RESOLUTION The European Commission provides a platform for the out-of-court resolution of disputes (ODR platform), which can be viewed under http://ec.europa.eu/odr. Chaos is not willing to enter into dispute resolution proceedings before the consumer arbitration board.

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4.1. 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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a. Use the SDK or any part of it "AS IS"; and/or

b. create Licensee's Works; and/or

c. link to Licensee's Works and/or any other software, software applications, products, projects, services, solutions of Yours; and/or

d. make copies of the SDK only as necessary to perform an activity permitted under this Agreement and You keep all copyright notices and other marks of ownership on each copy, or partial copy, of the SDK. Any copies or partial copies of the SDK are for Your Internal Use only and cannot be provided to any third parties. You agree to delete all copies of the SDK when they are no longer required for the purpose they were created for. You may not Use the SDK or Licensee's Works for commercial purposes, unless a specific agreement with Chaos is reached on that. "Commercial Purposes" means, not limited to: sell, charge, accept payment in any form or other compensation for the usage of the SDK, Licensee's Works or any parts thereof produced with the SDK.

10. SDK REQUIREMENTS AND ADDITIONAL LIMITATIONS:

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Your number of licenses is specified by Chaos, 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. You acknowledge that Chaos 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 You may develop based on the V-Ray Application SDK license herein. Nothing in this Agreement shall impair, limit or curtail Chaos' sright right to continue with its development, maintenance and/or distribution of Chaos's technology or products. You agree not to assert in any way any patent owned by You arising out of or in connection with the SDK and/or the Product, or modifications made thereto, against Chaos, 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 Chaos's or its Affiliates' products.

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If you are based in the UK, you may also contact our UK data protection representative at chaos@datarep.uk

Enscape – Cookie Policy

Effective Date: 05 may 2022

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_______END OF THE AGREEMENT_______

LICENSE SERVER AGREEMENT

Effective date: 1 May 2023

PLEASE READ CAREFULLY. THIS IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE.

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10.1. ALL OTHER TERMS AND CONDITIONS APPLICABLE TO THIS AGREEMENT WILL BE THE TERMS AND CONDITIONS OF YOUR CHAOS LICENSE AND SERVICES AGREEMENT OR CONSUMER END USER LICENSE AGREEMENT, PROVIDED THAT ACCORDING TO THE MEANING THEY ARE NOT SPECIFICALLY DESIGNED TO THE PRODUCT LICENSED UNDER YOUR CHAOS LICENSE AND SERVICES AGREEMENT OR CONSUMER END USER LICENSE AGREEMENT. IN CASE OF CONFLICT, THE TERMS AND CONDITIONS OF THIS AGREEMENT WIL WILL PREVAIL OVER THE TERMS AND CONDITIONS OF YOUR CHAOS LICENSE AND SERVICES AGREEMENT OR CONSUMER END USER LICENSE AGREEMENT, TO THE EXTENT OF SUCH CONFLICT.

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