END USER LICENSE AGREEMENT

1.1 "Agreement" means this End User License Agreement, including all schedules, exhibits, and amendments hereto, as may be updated from time to time by the Company in accordance with Section 15.6.

1.2 "Software" means the Splainin desktop animation application, including all executable files, libraries, assets, graphical user interface elements, bundled media resources, templates, and accompanying files delivered or made available by the Company under this Agreement, as well as any Updates, patches, or new versions thereof provided to Licensee.

1.3 "Licensee" (also referred to as "User" or "you") means the individual or legal entity that installs, accesses, or uses the Software and who accepts this Agreement. If you are accepting on behalf of a legal entity, you represent that you have authority to bind that entity to this Agreement.

1.4 "Company" means Splainin, LLC, a Wyoming limited liability company, its successors, and permitted assigns.

1.5 "Licensed Device" means a single personal computer or workstation owned or controlled by the Licensee upon which the Software is installed and used pursuant to the terms of this Agreement and the applicable License Type.

1.6 "Authorized User" means any individual who is licensed to access and use the Software under the terms of this Agreement, as permitted by the applicable License Type. Under a Single-User License, the Authorized User is solely the individual Licensee who purchased the license.

1.7 "Content" means any text, images, audio, video, graphics, data, or other materials that the Licensee imports into, creates within, or otherwise uses in conjunction with the Software.

1.8 "Output" means any animation files, video files, image sequences, exported media, or other digital works produced by the Licensee through the use of the Software, exclusive of any Software code, bundled assets, or proprietary elements of the Company that may be incorporated therein.

1.9 "Updates" means any patches, bug fixes, maintenance releases, minor version updates, or feature updates to the Software that the Company makes available to Licensee, whether automatically delivered or made available for download. Updates do not include major version upgrades, which may be subject to separate licensing terms.

1.10 "Documentation" means all user manuals, help files, online resources, release notes, and other written or electronic materials provided by the Company in connection with the Software, including third-party attribution notices and open-source component disclosures.

2.1 License Grant. Subject to the terms and conditions of this Agreement and the timely payment of any applicable fees, the Company hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely on the number of Licensed Devices permitted by the applicable License Type (as defined in Section 2.2), and solely for Licensee's internal personal or professional purposes as set forth herein. No other rights are granted.

2.2 License Types. The scope of the license granted hereunder shall be determined by the License Type applicable to Licensee's purchase, as follows:

1. Single-User License: Permits installation and use of the Software on one (1) Licensed Device by a single Authorized User. The Licensee may not share login credentials or allow any other individual to use the Software under a Single-User License.
2. Multi-Seat License: Permits installation and use of the Software on the number of Licensed Devices specified in Licensee's purchase order or order confirmation. Each seat corresponds to one (1) Licensed Device and one (1) Authorized User. Licensee is responsible for ensuring compliance across all seats.
3. Enterprise License: Permits installation and use of the Software across multiple Licensed Devices and by multiple Authorized Users as negotiated between Licensee and the Company in a separate written Enterprise License Agreement. The terms of any such Enterprise License Agreement shall govern to the extent they conflict with this Agreement.

2.3 Installation and Use. Licensee may install the Software on the permitted number of Licensed Devices and use the Software for personal and professional animation creation, editing, and production purposes, subject to the restrictions set forth in Section 4 of this Agreement. The Software must be used only by the Authorized User(s) associated with the applicable license.

2.4 Backup Copy. Licensee may make one (1) archival backup copy of the Software installer solely for the purpose of reinstallation in the event of data loss or corruption of the primary installation. Such backup copy must include all copyright and proprietary notices present on the original, must not be used for any other purpose, and must be destroyed upon termination of this Agreement.

3.1 Personal Use. Licensee may use the Software to create animations and related visual content for personal, non-commercial projects, including hobby projects, personal portfolios, and private entertainment, provided such use complies with all other terms of this Agreement.

3.2 Commercial Use. Subject to the applicable License Type, Licensee may use the Software to create, produce, and distribute animations commercially, including for client deliverables, advertising, branded content, and revenue-generating projects. Commercial use rights are included in all License Types unless expressly restricted at the time of purchase. Certain bundled third-party assets may carry separate restrictions on commercial use, as detailed in the Documentation.

3.3 Educational Use. Licensee may use the Software in educational settings, including classroom instruction, academic coursework, tutorials, and educational demonstrations. Educational institutions that have obtained a Multi-Seat or Enterprise License may permit enrolled students and faculty to use the Software as Authorized Users in accordance with Section 2.2.

3.4 Output Ownership. Subject to Section 5 of this Agreement, Licensee retains full ownership of all original Content created by Licensee and all Output generated using the Software. Nothing in this Agreement shall be construed to transfer ownership of Licensee's original creative works to the Company. Licensee acknowledges, however, that Output incorporating Company-owned assets (such as bundled templates, stock elements, or proprietary audio) may be subject to the usage terms applicable to those assets as set forth in the Documentation.

4.1 No Reverse Engineering. Licensee shall not, and shall not attempt to, decompile, disassemble, reverse engineer, decrypt, reconstruct, or otherwise derive the source code, algorithms, trade secrets, or underlying structure of the Software or any portion thereof, except to the limited extent that applicable law expressly permits such activity notwithstanding this restriction, in which case Licensee shall first provide written notice to the Company.

4.2 No Redistribution. Licensee shall not reproduce, redistribute, publish, sell, resell, sublicense, rent, lease, lend, transfer, or otherwise make the Software available to any third party, whether for commercial gain or otherwise, without the prior written consent of the Company. This restriction applies to the Software in both its original and modified forms.

4.3 No Modification. Licensee shall not modify, alter, translate, adapt, or create derivative works based upon the Software's source code, executable files, proprietary asset libraries, or any other component of the Software, except as expressly permitted by applicable law or by the Company in writing.

4.4 No Circumvention. Licensee shall not bypass, disable, defeat, circumvent, or otherwise interfere with any license enforcement mechanism, digital rights management (DRM) system, technical protection measure, license key validation, copy protection, or access control feature incorporated into or associated with the Software.

4.5 No Unlawful Use. Licensee shall not use the Software to create, produce, distribute, or facilitate any content that: (a) violates any applicable local, state, national, or international law or regulation; (b) is defamatory, harassing, abusive, obscene, or pornographic; (c) infringes upon the intellectual property rights, privacy rights, or other rights of any third party; or (d) promotes violence, discrimination, or illegal activity.

4.6 No Automated Exploitation. Licensee shall not use bots, scripts, scrapers, crawlers, automated processes, or any other programmatic or mechanical means to extract, harvest, copy, index, or otherwise access or collect the Software's proprietary asset libraries, templates, sound libraries, graphical resources, or any other proprietary elements embedded within the Software.

4.7 Third-Party Components. The Software may include or be distributed with certain third-party bundled assets, including but not limited to fonts, sound effects, music tracks, stock animation elements, and graphical assets, which are licensed to the Company from third-party rights holders. Such third-party assets may carry additional usage restrictions that are separate from and supplemental to the terms of this Agreement. A complete listing of applicable third-party asset restrictions is provided in the Documentation. Licensee is responsible for reviewing and complying with all applicable third-party terms.

5.1 Company Ownership. The Software, including without limitation all source code, object code, algorithms, executable files, graphical user interface elements, visual design and trade dress, bundled asset libraries, proprietary templates, trademarks, service marks, trade names, logos, and all associated intellectual property rights, are and shall remain the exclusive property of the Company and its licensors. This Agreement does not convey to Licensee any ownership interest in the Software or any portion thereof. All rights not expressly granted herein are reserved by the Company.

5.2 Licensee Content. Licensee retains all rights, title, and interest in and to any original Content created by Licensee and in the Output generated by Licensee through use of the Software, to the extent such Output constitutes an original work of authorship by Licensee. The Company claims no ownership over, and acquires no intellectual property rights in, Licensee-created Output. The foregoing is subject to any restrictions applicable to third-party bundled assets as described in Section 4.7.

5.3 Feedback. If Licensee provides the Company with any feedback, suggestions, ideas, improvement requests, recommendations, or other information relating to the Software ("Feedback"), Licensee hereby grants to the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, create derivative works from, publicly display, and otherwise exploit such Feedback for any purpose, without any obligation of compensation, attribution, or notification to Licensee.

5.4 Third-Party Notices. The Software may incorporate open-source software components that are subject to separate license terms, including but not limited to the MIT License, Apache License 2.0, GNU General Public License (GPL), or GNU Lesser General Public License (LGPL). A complete list of open-source components, their applicable licenses, and required attribution notices is available in the Documentation. Nothing in this Agreement limits any rights that Licensee may have under applicable open-source licenses with respect to those specific components.

5.5 No Implied License. No rights or licenses are granted to Licensee under any patent, copyright, trademark, trade secret, or other intellectual property right of the Company or any third party, whether by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.

6.1 Data Collection. The Software may transmit limited operational data, including: (a) crash reports and diagnostic logs when submitted or enabled by the Licensee; (b) pseudonymous aggregate usage statistics such as an installation identifier, application version, license level, launch activity, project counts, and aggregate scene and item characteristics; (c) license validation data used to authenticate a license key and device activation; and (d) update and plugin-catalogue requests. Usage statistics do not include project names, project content, imported media, scripts, narration, or exported output.

6.2 Local Processing. Animation rendering, video export, content creation, and related creative operations are processed locally on the Licensed Device. Licensee's Content and Output are not uploaded to the Company's servers or a third-party service unless the Licensee takes an explicit action that requires transmission, such as using an optional publishing, text-to-speech, AI, feedback, or other network-enabled plugin or feature.

6.3 Privacy Policy. The collection, use, storage, and disclosure of any personal data by the Company in connection with the Software are governed by the Splainin Privacy Policy, which is incorporated herein by reference and is available on the Company's website. Licensee is encouraged to review the Privacy Policy prior to installing or using the Software. In the event of any conflict between this Agreement and the Privacy Policy with respect to data handling practices, the Privacy Policy shall govern.

6.4 Third-Party Integrations and Credentials. Optional plugins and features may connect to third-party services selected by the Licensee, including text-to-speech, artificial-intelligence, publishing, media, and social-platform services. Where required, the Licensee supplies or authorizes the applicable third-party account or API credentials. Use of each third-party service, including its charges, subscriptions, data handling, and availability, is governed by that provider's terms and privacy policy. The Company does not include or control those third-party subscriptions.

6.5 Data Retention. The Company retains collected data only for as long as reasonably necessary to fulfill the purposes for which it was collected, to comply with applicable legal obligations, or to resolve disputes. Licensee may submit a written request to the Company to access, correct, or delete personal data held by the Company, subject to applicable legal requirements and the terms of the Privacy Policy.

6.6 Children's Privacy. The Software is not directed at, and is not intended for use by, children under the age of thirteen (13). The Company does not knowingly collect personal information from individuals under the age of thirteen. If the Company learns that it has inadvertently collected personal information from a child under thirteen, it will take prompt steps to delete such information. If Licensee believes that a minor has provided personal information to the Company, Licensee should contact the Company at the address set forth in Section 16.

6.7 Compliance. The Company is committed to complying with applicable data protection and privacy laws. For users located in the European Union or European Economic Area, the Company processes personal data in accordance with the General Data Protection Regulation (GDPR) (EU) 2016/679. For users located in the State of California, the Company complies with the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). Details of Licensee's rights under applicable law are set forth in the Privacy Policy.

7.1 Beta Designation. From time to time, Company may make pre-release or beta versions of the Software ("Beta Software") available to Licensees for testing and evaluation purposes. Beta Software will be clearly identified as "beta," "preview," "early access," "pre-release," or similar designation.

7.2 NO WARRANTY FOR BETA SOFTWARE. BETA SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO REPRESENTATIONS REGARDING THE FUNCTIONALITY, RELIABILITY, OR FITNESS OF BETA SOFTWARE FOR ANY PURPOSE. BETA SOFTWARE MAY CONTAIN BUGS, ERRORS, AND OTHER DEFECTS THAT COULD CAUSE DATA LOSS, SYSTEM FAILURE, OR OTHER HARM.

7.3 Not for Production Use. Beta Software is intended solely for evaluation and testing. Licensee should not use Beta Software in any production environment or for any business-critical purpose. Company strongly recommends maintaining current backups of all data before using Beta Software.

7.4 Feedback. By participating in a beta program, Licensee agrees to provide feedback, bug reports, and suggestions to Company upon request. Licensee grants Company a perpetual, irrevocable, royalty-free license to use any such feedback for any purpose, including incorporation into the Software, without any obligation or compensation to Licensee.

7.5 Time-Limited License. A license to use Beta Software may be time-limited. Upon expiration of the beta period, Company may require Licensee to upgrade to a generally available release in order to continue using the Software. Company reserves the right to terminate the beta program at any time with or without notice.

7.6 Enhanced Data Collection. Beta Software may collect additional diagnostic data, crash reports, and usage telemetry beyond what is collected in generally available releases in order to support testing and quality assurance. Licensee consents to such enhanced collection by installing or using Beta Software. Section 6 (Privacy and Data Handling) continues to govern all data collected.

7.7 Confidentiality. Unless Company expressly states otherwise in writing, Beta Software and all related information — including features, performance characteristics, and any feedback sessions — are Company confidential information. Licensee agrees not to disclose or publicize any information about the Beta Software without Company's prior written consent.

7.8 No Entitlement. Participation in a beta program does not entitle Licensee to any future version of the Software, to continued access to Beta Software features, or to any compensation or credit.

8.1 Updates. The Company may, at its sole discretion and without obligation, develop and make available Updates to the Software from time to time. All Updates provided to Licensee shall be deemed part of the Software and shall be governed by the terms of this Agreement, unless the Company provides separate terms in connection with any specific Update, in which case those separate terms shall govern with respect to that Update.

8.2 Automatic Updates. The Software may be configured to automatically check for and download and install available Updates without requiring Licensee's manual intervention. Licensee may disable automatic Updates in the Software's settings menu; however, the Company strongly recommends that Licensee keep the Software up to date in order to receive security patches and bug fixes. The Company shall not be liable for any issues arising from Licensee's election to disable automatic Updates.

8.3 Version Compatibility. The Company does not guarantee backward compatibility between major version releases of the Software. Projects created in one major version of the Software may not be fully compatible with a different major version. Licensee is solely responsible for maintaining appropriate backups of project files prior to installing any major version upgrade. The Company shall have no liability for any loss of, or inability to access, project files resulting from version incompatibilities.

8.4 Third-Party Services. Optional plugins and integrations may require a separate account, API key, purchase, or subscription from a third-party provider. Such third-party access is not included in the Software license unless expressly stated at purchase. Changes to or termination of a third-party service may affect the corresponding optional integration but shall not affect the Licensee's right to use the core Software under the applicable License Type.

9.1 AS-IS. THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

9.2 DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) ANY WARRANTY OF TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; (C) ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (D) ANY WARRANTY THAT THE SOFTWARE IS SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR COMPATIBLE WITH ANY SPECIFIC HARDWARE OR OPERATING SYSTEM.

9.3 NO GUARANTEE OF PERFORMANCE. THE COMPANY DOES NOT WARRANT THAT: (A) THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS; (B) THE SOFTWARE WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DEFECTS; (C) ANY ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED; OR (D) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR LICENSEE'S INTENDED PURPOSES.

9.4 THIRD-PARTY CONTENT. THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY THIRD-PARTY CONTENT, SERVICES, PRODUCTS, WEBSITES, OR RESOURCES THAT MAY BE ACCESSIBLE THROUGH, LINKED FROM, OR INTEGRATED WITH THE SOFTWARE. ANY DEALINGS BETWEEN LICENSEE AND THIRD PARTIES IN CONNECTION WITH THE SOFTWARE ARE SOLELY BETWEEN LICENSEE AND SUCH THIRD PARTIES.

10.1 CAP ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO LICENSEE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY LICENSEE TO THE COMPANY FOR THE SOFTWARE LICENSE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY UNITED STATES DOLLARS ($50.00 USD).

10.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO: LOSS OF DATA OR CONTENT; LOSS OF REVENUE OR PROFITS; LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES; LOSS OF GOODWILL OR REPUTATION; BUSINESS INTERRUPTION; COST OF SUBSTITUTE GOODS OR SERVICES; OR FAILURE TO MEET ANY DUTY OF CARE; EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.3 Basis of Bargain. Licensee acknowledges that the limitations of liability set forth in this Section 10 reflect a reasonable and agreed-upon allocation of risk between the parties and form an essential element of the basis of the bargain between the parties. The Company would not have entered into this Agreement or offered the Software at its current price without these limitations.

10.4 Exceptions. Some jurisdictions do not permit the exclusion or limitation of liability for certain types of damages, including incidental or consequential damages. To the extent such laws apply to Licensee, some or all of the above exclusions or limitations may not apply, and the Company's liability shall be limited to the maximum extent permitted by applicable law in such jurisdictions.

11.1 Licensee Indemnification. Licensee agrees to defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, affiliates, licensors, and successors from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Licensee's use of the Software in violation of this Agreement or any applicable law or regulation; (b) any Content created, distributed, or published by Licensee using the Software; (c) any breach by Licensee of any representation, warranty, or obligation under this Agreement; or (d) Licensee's infringement of any third-party intellectual property right in connection with Licensee's use of the Software.

11.2 Company Indemnification. Subject to the terms and conditions of this Agreement, the Company will, at its own expense, defend Licensee against any third-party claim alleging that the Software itself (exclusive of any Content, Output, or modifications made by Licensee) directly infringes a valid patent, copyright, or trademark of such third party, and will pay any damages finally awarded by a court of competent jurisdiction or agreed in a settlement, provided that: (a) Licensee promptly notifies the Company in writing of the claim; (b) Licensee grants the Company sole control over the defense and settlement of the claim; and (c) Licensee provides reasonable cooperation and assistance to the Company in connection with the defense. The Company shall have no indemnification obligation to the extent any claim arises from: (i) modification of the Software by Licensee or any third party; (ii) combination of the Software with third-party products or services not provided or authorized by the Company; (iii) use of the Software other than in accordance with this Agreement and the Documentation; or (iv) Licensee's failure to use an Update that would have avoided the claim.

12.1 Term. This Agreement is effective as of the date Licensee installs, accesses, or first uses the Software and shall remain in full force and effect until terminated in accordance with this Section 12. Any time-limited update entitlement or beta license expires according to the terms disclosed at purchase or issuance without converting a perpetual Software license into a subscription.

12.2 Termination by Licensee. Licensee may terminate this Agreement at any time by permanently uninstalling the Software from all Licensed Devices and destroying all copies of the Software in Licensee's possession or control, including any backup copies made pursuant to Section 2.4.

12.3 Termination by Company. The Company may terminate this Agreement: (a) immediately, upon written or electronic notice to Licensee, in the event of Licensee's material breach of any term or condition of this Agreement, including without limitation any violation of Section 4 (Restrictions); or (b) for convenience, upon thirty (30) days' written or electronic notice to Licensee, for any reason or no reason. The Company may also immediately suspend Licensee's access to any associated online services or license validation systems upon a reasonable good-faith belief of a violation pending investigation.

12.4 Effect of Termination. Upon termination of this Agreement for any reason: (a) all license rights granted to Licensee hereunder shall immediately cease; (b) Licensee shall permanently uninstall the Software from all Licensed Devices and destroy all copies of the Software in Licensee's possession or control, including backup copies; and (c) any provisions of this Agreement that by their nature are intended to survive termination shall survive, including without limitation Sections 1, 3.4, 5, 9, 10, 11, 14, and 15.

12.5 Refunds. Licensee's eligibility for a refund upon termination of this Agreement is governed exclusively by the Company's Refund Policy, as posted on the Company's website and as may be updated from time to time. Nothing in this Agreement shall obligate the Company to issue a refund except as required by the Refund Policy or applicable law.

13.1 Export Laws. Licensee acknowledges that the Software and related technical information may be subject to the export control laws and regulations of the United States of America, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, and the laws and regulations of other applicable jurisdictions. Licensee agrees to comply strictly with all such applicable export control laws and regulations, and shall not export, re-export, transfer, divert, or disclose the Software or any related technical information to any country, individual, entity, or end-user in violation of such laws and regulations, without obtaining the required prior authorization from the competent governmental authority.

13.2 Prohibited Jurisdictions and Parties. Licensee represents and warrants that: (a) Licensee is not located in, incorporated in, or a national or resident of any country to which the United States has imposed a comprehensive trade embargo or other export restrictions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region; (b) Licensee is not named on any U.S. government denied-party or restricted-party list, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) or the Denied Persons List maintained by the U.S. Department of Commerce; and (c) Licensee will not use the Software for any purpose prohibited by U.S. export control laws, including the development of nuclear, chemical, or biological weapons or missile technology.

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law principles or provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

14.2 Venue. Subject to Section 14.3 (Arbitration) and Section 14.4 (Injunctive Relief), and to the extent any dispute is brought in a court of law, the parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts with jurisdiction over Sheridan County, Wyoming, and waive any objection to the laying of venue in such courts, including any objection based on inconvenience of forum.

14.3 Binding Arbitration. Except as provided in Section 14.4, any dispute, controversy, or claim arising out of or relating to this Agreement, the Software, or the breach, termination, or validity thereof, shall be finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in the English language and shall take place in Sheridan, Wyoming, unless the parties agree to remote proceedings or another location. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. LICENSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

14.4 Injunctive Relief. Notwithstanding Section 14.3, either party may seek provisional injunctive or equitable relief from a court of competent jurisdiction where necessary to protect intellectual property rights, prevent unauthorized disclosure of confidential information, or prevent immediate and irreparable harm. The filing of such an action shall not constitute a waiver of the right to arbitrate the underlying merits of the dispute.

14.5 Informal Resolution. Prior to initiating any arbitration proceeding, the parties agree to attempt in good faith to resolve any dispute informally. The party asserting the dispute shall provide written notice to the other party describing the nature of the dispute and the relief sought. The parties shall then negotiate in good faith for a period of thirty (30) calendar days following receipt of such notice (the "Resolution Period"). Arbitration may be initiated only after the expiration of the Resolution Period without resolution of the dispute, unless immediate arbitration is necessary to preserve rights that would otherwise expire.

15.1 Entire Agreement. This Agreement, together with the Privacy Policy, Refund Policy, and any applicable Enterprise License Agreement or purchase order, constitutes the entire agreement between Licensee and the Company with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements, whether oral or written, relating to the Software and this Agreement.

15.2 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, void, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement, and all remaining provisions of this Agreement shall continue in full force and effect without impairment.

15.3 Waiver. No failure or delay by the Company in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of the same or any other right, power, or remedy. Any waiver must be in writing signed by an authorized representative of the Company to be effective.

15.4 Assignment. Licensee may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of the Company. Any purported assignment without such consent shall be null and void. The Company may freely assign or transfer this Agreement and its rights and obligations hereunder to any affiliate or in connection with any merger, acquisition, corporate restructuring, reorganization, or sale of all or substantially all of the Company's assets, without notice to or consent of Licensee.

15.5 Notices. Notices from the Company to Licensee under this Agreement may be provided by any of the following methods: (a) electronic mail to the email address associated with Licensee's account; (b) in-application notification delivered through the Software; or (c) posting on the Company's official website. Notices shall be deemed received upon transmission if sent by email, upon display if provided through the Software interface, or upon posting if published on the Company's website. Notices from Licensee to the Company must be submitted in writing to the Company's registered legal address as set forth in Section 16.

15.6 Amendment. The Company reserves the right to amend or modify this Agreement at any time by providing Licensee with not less than thirty (30) days' prior written notice via the methods described in Section 15.5. The updated Agreement will also be posted on the Company's website. Licensee's continued installation or use of the Software after the expiration of the notice period shall constitute Licensee's binding acceptance of the amended Agreement. If Licensee does not agree to the amended terms, Licensee must cease all use of the Software and uninstall it prior to the effective date of the amendment.

15.7 Force Majeure. Neither party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events or circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, floods, fires, earthquakes, pandemics, epidemics, acts of war or terrorism, government orders or regulations, labor disputes, civil unrest, or failures of third-party telecommunications or internet infrastructure. The affected party shall promptly notify the other and shall use commercially reasonable efforts to resume performance as soon as practicable.

15.8 Headings. Section headings and titles used throughout this Agreement are included for convenience of reference only and shall not affect the construction, interpretation, or legal effect of any provision of this Agreement.

15.9 Language. This Agreement has been drafted in the English language, which shall be the controlling language for all purposes. Any translation of this Agreement into another language is provided as a courtesy only. In the event of any inconsistency or conflict between the English version and any translation, the English version shall prevail.