END USER LICENSE AGREEMENT ("EULA") EasyAnnotation This End User License Agreement ("EULA") contains the terms and conditions that legally govern Your use of EasyAnnotation Software enclosed or otherwise accompanied herewith (individually and collectively, the "Software") (as defined below) and imposes material limitations on Your License. You should read this EULA carefully and treat it as valuable property. THIS EULA IS BY AND BETWEEN ANDREI BELEUTA AND THE INDIVIDUAL OR LEGAL ENTITY USING THE SOFTWARE MADE AVAILABLE BY ANDREI BELEUTA ("USER") AND GOVERNS ALL USE BY USER OF THE EASYANNOTATION SOFTWARE. By signifying Your acceptance of the terms of this EULA, You intend to be, and hereby are, legally bound to this EULA to the same extent as if ANDREI BELEUTA and You physically signed this EULA. By installing, copying, or otherwise using the SOFTWARE, You agree to be bound by all the terms and conditions of this EULA. If You are acting as an agent of a company or another legal person, such as an officer or other employee acting for Your employer, then "You" and "Your" mean Your principal, the entity or other legal person for whom You are acting. However, importantly, even if You are acting as an agent for another, You may still be personally liable for violation of federal and State laws, such as copyright infringement. If You do not agree to all of such terms and conditions, You may not install or use the SOFTWARE. If You do not agree with any of the terms herewith and, for whatever reason, installation has begun or has been completed, You should cancel installation or un-install the SOFTWARE, as the case may be. YOU MAY NOT USE THE SOFTWARE FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS AGREEMENT OR LOCAL LAWS APPLICABLE TO YOU. YOUR ACCESS TO THE SOFTWARE MAY BE TERMINATED IMMEDIATELY IN THE COMPANY’S SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF YOU FAIL TO COMPLY WITH ANY PROVISIONS OF THIS AGREEMENT AND/OR ADDITIONAL TERMS, OR FOR ANY OTHER REASON, OR NO REASON. We are not responsible for any problems that may result from the EasyAnnotation Software. DEFINITIONS The following capitalized terms shall have the meanings set forth below: * "Documentation" means the documentation and guides related to the Licensed Products freely available at http://easyannotation.com. * "Free Software" means a software product that is provided by EasyAnnotation to User free of charge for User’s internal use for trial, evaluation, testing or similar non-Commercial purposes, and is expressly identified as free, as evaluation software, as Not For Resale or any similar designation. * "Licensed Products" means the Commercial Software and Free Software. * "Open-source" this means the software that users can modify and share because of its publicly accessible design. * "Open Source Software" means any third party software that is distributed as "free software", "open source software" or under a similar licensing or distribution model. MODIFICATION We reserve the right, in our sole discretion, to revise or modify this Agreement at any time by sending you a notification through the software and/or publishing the revised Agreement on the Software, and you agree to be bound by such revisions or modifications. You are responsible for reviewing this Agreement periodically. Such change will be effective 10 days following the foregoing notification and/or publishing thereof, and your continued use of the Software thereafter will constitute your acceptance of the revised Terms. LICENSE GRANT The license applies to versions of the applications that are offered on any supported Operating System and integrated in any compatible devices. This EULA entitles you to install as many copies of the Software as you want, and use the Software for any lawful purpose consistent with this EULA. Your license to use the Software is expressly conditioned upon your agreement to all of the terms of this EULA. This software is licensed, not sold. Andrei Beleuta reserves all other rights not granted by this EULA. Subject to the terms and conditions of this EULA, You are hereby granted a limited, royalty-free, non-exclusive right to install and use the SOFTWARE in a manner consistent and accordance with your purpose of usage. The following below are forms of license grants for the EasyAnnotation Software: Personal Use / Open Source Projects License: This applies only to a personal, non-commercial and open source project License. Subject to your full compliance with all the terms of this Agreement, Company hereby grants you (and only you) a limited, personal, non-sublicensable, non-transferable, royalty-free, non-exclusive, revocable license to download, install and use a copy of the Software, and to run such copy of the Software solely for your personal, non-commercial use. You hereby, agree to use the Software solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement. Commercial and Closed Source Projects License: This applies only to Commercial and Closed Source Projects. You are granted a royalty-free license to concurrently use the SOFTWARE on a perpetual basis. You are licensed to perform an installation of the SOFTWARE for a limited use. If Andrei Beleuta determines that You have more Developers in use of the SOFTWARE than Developer Licenses purchased, You shall immediately pay Andrei Beleuta the applicable fees. In accordance to this license, There will be different license packages that will include: * 1 developer - 1 project * 5 developers - 2 projects * Unlimited developers - unlimited projects Source Code License: This section applies only to a Source Code License. Subject to the terms and conditions of this EULA, if You separately acquire a Source Code License, You are licensed to use the Source Code ("SOFTWARE"). You are hereby granted a license to use the Source Code solely for educational purposes and as supplementary documentation, to enable You to understand the operation of the SOFTWARE at a Source Code level. The Source Code is not routinely delivered with all versions of the SOFTWARE and software product types, and in such case, a Source Code License must be purchased separately. The following limitations to your Source Code License shall apply: You expressly do not have, and are not granted the right to use the Source Code to create any derivative works or to modify the SOFTWARE or its Source Code in any way. Andrei Beleuta shall retain all right, title and interest in and to the licensed Source Code, and all EasyAnnotation updates, modifications or enhancements thereof. Nothing herein shall be deemed to transfer any ownership or title rights in and to the licensed Source Code from EasyAnnotation to You. THE SOURCE CODE IS PROVIDED TO YOU AS IS. EASYANNOTATION DOES NOT AND SHALL NOT PROVIDE YOU WITH ANY TECHNICAL SUPPORT, OR ANY AUTOMATIC UPDATES OR UPGRADES FOR YOUR SOURCE CODE LICENSE. LICENSE RESTRICTIONS Except as expressly provided under the previous Section (License), you agree to the following: (i.) When using the Software you must use it in a manner that complies with the applicable laws in the jurisdiction(s) in which you use the Software. (ii.) You may not sell, resell, rent, lease or exchange the Software for anything of value. (iii.) You may redistribute the software, but it must include this EULA and you may not repackage or bundle the Software with any other software. (iv.) You may not remove or alter any proprietary notices or marks on the Software. (v.) You agree that Andrei Beleuta may audit Your use of the SOFTWARE for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the SOFTWARE other than in full compliance with the terms of this EULA, You shall reimburse Andrei Beleuta for all reasonable expenses related to such audit in addition to any other liabilities You may incur because of such non-compliance. CONFIDENTIALITY You acknowledge and agree that the Source Code is confidential property of Andrei Beleuta and that it contains valuable and proprietary trade secrets of EasyAnnotation. You agree to make any and all commercially reasonable efforts to warrant the confidentiality of the Source Code; and that such Source Code will only be disclosed to those within Your organization with a clear and definitive need to know, and that such individuals will be bound by terms of confidentiality that are no less in scope than those applicable to Your own confidential materials. By disclosing the Source Code to an individual within Your organization, You assume any and all civil, financial and/or criminal responsibilities for all uses, or misuses of Source Code by any such employee, officer, representative, contractor or other third party. FEES You agree to pay all required fees in order to obtain a License to use the SOFTWARE. This is applicable for Commercial and Closed Source Projects users. Unless otherwise agreed in writing, You shall promptly pay all fees required for Your License. EasyAnnotation reserves the right to terminate this EULA and Your License, upon Your failure to pay all fees required. If additional licenses are required for the use of the SOFTWARE, You agree to pay the additional fees required. OPEN-SOURCE NOTICES Certain components of the Software may be subject to open-source software licenses ("Open-Source Components"), which means any software license approved as open-source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. The Software documentation includes copies of the licenses applicable to the Open-Source Components. To the extent there is conflict between the license terms covering the Open-Source Components and this EULA, the terms of such licenses will apply in lieu of the terms of this EULA. To the extent, the terms of the licenses applicable to Open-Source Components prohibit any of the restrictions in this Agreement with respect to such Open-Source Component, such restrictions will not apply to such Open-Source Component. To the extent, the terms of the licenses applicable to Open-Source Components require Licensor to make an offer to provide source code in connection with the Product, such offer is hereby made, and you may exercise it by contacting support@easyannotation.com INTELLECTUAL PROPERTY Copyright: You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by Andrei Beleuta, except to the limited extent that Andrei Beleuta may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licensed to You, not sold to You. Andrei Beleuta reserves all rights not otherwise expressly and specifically granted to You in this EULA. Backups: You may make a copy of the SOFTWARE solely for backup or archival purposes. Notwithstanding the foregoing, You may not copy the printed Documentation. General Limitations: You may not reverse engineer, decompile, or disassemble the SOFTWARE or any of its constituents, except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation. SOFTWARE Transfers: You may not rent or lease the SOFTWARE. You may permanently transfer all of Your rights under the EULA, provided that You retain no copies, that You transfer all the SOFTWARE (including all component parts, the media and printed materials, any updates, upgrades, this EULA and, if applicable, the Certificate of Authenticity), and that the transferee agrees to be bound by the terms of this EULA. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE. NO WARRANTY / DISCLAIMER WE DO NOT WARRANT: (1.) THAT THE SOFTWARE'S FUNCTIONS OR ANY SERVICES OR CONTENT WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS; (2.) THAT DEFECTS WILL BE CORRECTED; (3.) THAT THE SOFTWARE OR THE SERVERS HOSTING CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4.) THAT THE SOFTWARE OR SERVICES OR CONTENT AVAILABLE THROUGH THE SOFTWARE WILL CONTINUE TO BE AVAILABLE. [COMPANY NAME] SHALL HAVE NO LIABILITY FOR ANY SUCH ISSUES. [COMPANY NAME] AND THE DISTRIBUTION CHANNEL DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AVAILABILITY AND AS TO SUBJECT MATTER OF CONTENT. THE SOFTWARE, SERVICES AND CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." YOUR ACCESS TO AND USE OF THE SOFTWARE IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SOFTWARE OR ANY OF THE SERVICES OR CONTENT AVAILABLE THROUGH THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SOFTWARE. We will not be responsible for addressing any claims by you or any third party relating to the Software or your possession and/or use of the Software, including: (i.) product liability claims; (ii.) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii.) claims arising under consumer protection or similar legislation. If you have any questions on those issues, you should contact us at the address below. The Distribution Channel will also not be responsible for investigation, defense, settlement and discharge of any third party intellectual property infringement claim. LIMITATION OF LIABILITY/RELEASE OF CLAIMS WE WILL NOT BE HELD LIABLE FOR ANY FAILURE OR DELAY IN THEIR PERFORMANCE DUE TO ANY CAUSE BEYOND THEIR REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, ACTS OF THIRD PARTY SERVICE PROVIDERS, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT, POWER FAILURE OR FAILURE OF THE INTERNET OR COMPUTER EQUIPMENT. WE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SOFTWARE (INCLUDING THE SERVICES AND CONTENT AVAILABLE THROUGH THE SOFTWARE) OR THIS AGREEMENT, EVEN IF FORESEEABLE OR EVEN. IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BUT EXCLUDING WILLFUL MISCONDUCT). IN NO EVENT WILL COMPANY'S LIABILITY FOR OTHER DAMAGES EXCEED THE AMOUNT PAID BY YOU TO ACQUIRE THE SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF [COMPANY NAME]'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, DOCUMENTARY, OR OTHER AUDIO/VISUAL CONTENT OWNED, CONTROLLED, OR DISTRIBUTED BY [COMPANY NAME], INCLUDING WITHOUT LIMITATION THE SOFTWARE. ACCESS BY MINORS The Children’s Online Privacy and Protection Act requires that online service providers, which are consistently accessed by children under the age of 13 years old, obtain parental consent before they collect personally identifiable information online from these children. EasyAnnotation does not knowingly collect Personal Data from children under the age of 13, and our Software is not directed at users under the age of 13. You hereby acknowledge and agree that children under the age of 13 are prohibited from using our Software. A parent, guardian, or personal representative may use the Software on behalf of a child under the age of 13. Furthermore, you acknowledge and agree that minors between the ages of 13 and 17 may use our Software, but that a parent, guardian or personal representative must consent to this Agreement and our Privacy Policy on their behalf. INDEMNITY You will indemnify, defend, and hold Company and all of its officers, directors, owners, employees, agents, information providers, service providers, vendors, contractors, affiliates, partners, and licensors (collectively, the "EasyAnnotation Parties") harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any of the Companies Parties in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity or privacy, copyright infringement, or trademark infringement arising out of: your use of the Software; any use or alleged use of your account or your passwords by any person, whether or not authorized by you; your connection to EasyAnnotation ’s or its vendors' servers; your violation of this Agreement; or your violation of the rights of any other person or entity. EasyAnnotation reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify EasyAnnotation and you will cooperate with Company's defense of these claims. TERMINATION OF LICENSE Notwithstanding anything contrary to this EULA and to the maximum extent as permitted by law, EasyAnnotation shall have the right to terminate this EULA on thirty (30) days written notice to the Licensee without giving reasons for such termination and without incurring penalties of any nature whatsoever. If the Licensee breaches any of the stipulations in this EULA, in above, EasyAnnotation may, at its sole and absolute discretion, immediately terminate, suspend in part or in whole, or restrict the Licensee’s right to use of the Application without notice. GOVERNING LAW This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the Software of which is expressly excluded. SEVERABILITY If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the Software of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law. WAIVER Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach. ASSIGNMENT Except as permitted herein, You shall not assign this License or any rights or obligations herein without the prior written content of Company and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. ENTIRE AGREEMENT This License, including the documents incorporated hereby reference, constitutes the entire agreement with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understanding regarding such subject matter. CONTACT/CORRESPONDENCE Should you have any questions concerning this User License Agreement, or if you desire to contact us for any reason, please direct all correspondence to: contact@easyannotation.com You hereby acknowledge that you have read and understood this Agreement and agree that by clicking "Accept" or by installing, copying, or using the Software you are acknowledging your agreement to be bound by this Agreement.