Software License and Support Agreement

1. SCOPE.

   This agreement describes the licensing of the Software and Support provided to Customer.

2. LICENSE.

   1. Grant. Subject to the other terms of this agreement and an order, Film Impact grants Customer, a perpetual or term (as set forth in the order), non-exclusive, non-transferable license up to the license capacity purchased to use the Software only in Customer's internal business operations.
   2. License Capacity. The Software is licensed on a "Per Copy" basis, and Customer may install the Software on 2 "Devices" (but only on one operating system per Device) per each copy of the Software licensed. For clarity, each operating system install will count as a separate Device. A "Device" is any electronic equipment controlled by a CPU, including desktop and laptop computers, smartphones, and tablets. Customer may transfer the Software from one Device to another, so long as the Software is no longer installed or running on the initial Device, subject to the following:
      1. Term License: Unlimited de-activations and re-activations of the Software on Devices for the term of the license.
      2. Perpetual: Includes a maximum of 10 re-activations of the Software on Devices. Additional re-activations can be purchased.
   3. Customer Data. The Software collects anonymized data of Customer's use of the Software (Customer Data) through Film Impact's server connection to the Software, and through the use of a third party analytics collection software. During and after the term of this agreement, Film Impact may use Customer Data for purposes of enhancing the Software, aggregated statistical analysis, technical support, and other business purposes.
   4. 30-Day Trial Version. If Customer has registered for a trial use of the Software, Customer may access the Service for a 30-day time period (unless extended by Film Impact in writing). The Software is provided 'AS IS', with no warranty during this time period.
   5. Free Version. If Customer has registered for a no-charge use of the Software, Customer may access the Software until it is cancelled by Film Impact upon notice via email, or by the Customer. The Software is provided 'AS IS', with no warranty during the no-charge period.

3. WARRANTY, REMEDY, DISCLAIMER.

   1. Software Warranty. For new license purchases, Film Impact warrants that the Software will perform in substantial accordance with its accompanying technical documentation for a period of 90 days from the date of the initial order. This warranty will not apply to any problems caused by software not licensed to Customer by Film Impact, use other than in accordance with the technical documentation, or misuse of the Software. The warranty only covers problems reported to Film Impact during the warranty period. Customer will cooperate with Film Impact in resolving any warranty claim.
   2. EXCLUSIVE REMEDY AND SOLE LIABILITY. FILM IMPACT WILL USE COMMERCIALLY REASONABLE EFFORTS TO EITHER REMEDY COVERED WARRANTY CLAIMS WITHIN A REASONABLE PERIOD OR REPLACE THE SOFTWARE, OR IF FILM IMPACT CANNOT DO EITHER, IT WILL REFUND TO CUSTOMER THE LICENSE FEE PAID. THIS REMEDY IS CUSTOMER'S EXCLUSIVE REMEDY AND FILM IMPACT'S SOLE LIABILITY FOR THESE WARRANTY CLAIMS.
   3. FILM IMPACT DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS THAT THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. SOME JURISDICTIONS MAY NOT ALLOW SUCH DISCLAIMERS, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO CUSTOMER.

4. PAYMENT.

   Customer will pay all fees due on receipt of an invoice, unless otherwise provided on an order, plus applicable sales, use, withholding, VAT, and other similar taxes.

5. MUTUAL CONFIDENTIALITY.

   1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Film Impact's Confidential Information includes, without limitation, the Software and pricing information.
   2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
   3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

6. PROPERTY.

   1. Reservation of Rights. The Software is the proprietary property of Film Impact and its licensors, and all right, title, and interest in and to the Software, including all associated intellectual property rights, remains only with Film Impact and its licensors. The Software is protected by applicable copyright and other intellectual property laws. Customer may not remove any product identification, copyright, trademark, or other notice from the Software. Film Impact reserves all rights unless expressly granted in this agreement.
   2. Restrictions. Customer may not: (i) transfer, assign, sublicense, rent the Software, create derivative works of the Software, or use it in any type of service-provider environment; (ii) reverse engineer, decompile, disassemble, or translate the Software; (iii) evaluate the Software for the purpose of competing with Film Impact; or (iv) operate the Software other than in accordance with its technical documentation.

7. TERM AND TERMINATION.

   1. Term. This agreement expires at the end of the license period specified in the accompanying order.
   2. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
   3. Return Film Impact Property Upon Termination. Upon termination of this agreement or a license for any reason, Customer must discontinue using the Software, de-install, and destroy or return the Software and all copies within 5 days. Upon Film Impact's request, Customer will confirm in writing its compliance with this destruction or return requirement.

8. LIABILITY LIMIT.

   1. EXCLUSION OF INDIRECT DAMAGES. FILM IMPACT IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. CUSTOMER MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER LOCAL LAW.
   2. TOTAL LIMIT ON LIABILITY. FILM IMPACT'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE LICENSE TO THE SOFTWARE.

9. SUPPORT.

   1. Perpetual License. Film Impact's annual technical support and maintenance services for perpetual licenses (Perpetual Maintenance) is included with new license purchases for a period of 12 months. Perpetual Maintenance includes maintenance releases, enhancements, new minor version releases (major version releases require an upgrade fee), additions, and modifications to the Software, that it provides to all customers under Perpetual Maintenance for no additional fee. Perpetual Maintenance includes email support only (no phone) through supp[email protected], with a general response time of 24-72 hours.
   2. Term License. Film Impact's annual technical support and maintenance services for term licenses (Term Maintenance) is included with the license purchase. Term Maintenance includes maintenance releases, enhancements, new versions (minor and major versions), additions, and modifications to the Software, that it provides to all customers under Term Maintenance for no additional fee. Term Maintenance includes email support only (no phone) through supp[email protected], with a general response time of 24-72 hours.

10. GOVERNING LAW AND FORUM.

    This agreement is governed by the laws of the Netherlands (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the courts of Arnhem, Netherlands, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.

11. OTHER TERMS.

    1. Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by Film Impact.
    2. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.
    3. Independent Contractors. The parties are independent contractors with respect to each other.
    4. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities.
    5. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
    6. No Additional Terms. Film Impact rejects additional or conflicting terms of a Customer's form-purchasing document.
    7. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
    8. Survival of Terms. Any terms, that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including, without limitation, payment, limitation of liability, and the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
    9. Export Compliance. Customer must comply with all applicable export control laws of the United States, foreign jurisdictions, and other applicable laws and regulations.
    10. U.S. Government Restricted Rights. If Customer is a United States government agency or acquired the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1), and DFAR §252.227-7014(a)(5), or otherwise, all Software provided in connection with this agreement are "commercial items," "commercial computer software," or "commercial computer software documentation.§ Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure, or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement.
    11. Open Source Software Licenses. The Software may contain embedded open-source software components, which are provided as part of the Software and for which additional terms may be included in the technical documentation.
    12. Feedback. If Customer provides feedback or suggestions about the Software, then Film Impact (and those it allows to use its technology) may use such information without obligation to Customer.

Film Impact B.V.
Vossenstraat 6
6811 JL Arnhem
KVK: 66360722