Software End User License Agreement

UPDATED JANUARY 9, 2022

AYAIC INTERNATIONAL LLC

Product: Software Plugins

ATTENTION:

USE OF THE SOFTWARE AND ASSOCIATED DOCUMENTATION (“SOFTWARE”) THAT YOU HAVE LICENSED FROM AYAIC INTERNATIONAL LLC IS SUBJECT TO THE AYAIC SOFTWARE LICENSE TERMS SET FORTH BELOW (“EULA”). USING THE AYAIC SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS. THE SOFTWARE MAY BE DISTRIBUTED WITH SOFTWARE OR COMPONENTS FROM THIRD PARTIES (“THIRD PARTY SOFTWARE”). USE OF THIRD PARTY SOFTWARE IS ALSO SUBJECT TO THE TERMS OF THIS EULA, AND REFERENCES TO SOFTWARE SHALL INCLUDE THIRD PARTY SOFTWARE.

SOFTWARE LICENSE TERMS

The following terms govern your use of the enclosed Software. If AYAIC changes the terms of this EULA in a material respect, we will notify you in advance either via pop-up within the Software or via email, using the email address currently associated with your account, and continued use of the Software after such notice will constitute your acceptance of the revised EULA.

AYAIC LLC (“AYAIC” or “we”) provides the AYAIC website service that allow you as an end user (“you” or “User”) to purchase and/or access third party licensed content and applications (“Plugins”) and other downloadable software and content as defined below (collectively “Service”). Please read the following terms and conditions (“Terms of Service”) carefully. These Terms of Service and the AYAIC Privacy Policy, which is incorporated herein by reference, govern your access to and use of the AYAIC Service.

BY ACCESSING OR USING THE SERVICE, OR BY POSTING OR ACCESSING ANY CONTENT ON THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE.

1. License Grant

AYAIC grants you a non-exclusive, revocable, personal, non-transferable, non-sub-licensable license to use the Software on up to two (2) hardware units (USB drives) simultaneously pursuant to the terms of this EULA. "You" means the company, entity or individual licensing the Software. "Use" means storing, loading, installing, executing or displaying the Software as intended pursuant to the terms of this EULA. The Software is not supplied for use on a network or multi-user system. In such cases, additional licenses must be requested from AYAIC. Additional licenses can be purchased at discount rates. Please contact the sales support at info@ayaincinc.com

2. Restrictions

You may not (i) copy the Software, except for purposes consistent with this EULA; (ii) transfer the Software to a third party; (iii) modify, decompile, disassemble, decrypt, reverse engineer or otherwise attempt to derive the source code of the Software; (iv) export the Software in contravention of applicable U.S. and foreign export laws and regulations; (v) use the Software other than in connection with operation of the Software; (vi) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof.

3. Ownership

The Software, and all intellectual property rights therein, including without limitation copyrights, is owned by AYAIC or its third party suppliers and is protected by domestic and international laws. Your license confers no title or ownership in the Software and should not be construed as a sale of any right in the Software, but it authorizes you to work with the Software as a user provided you adhere to the terms of this EULA.

4. Updates

AYAIC may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that AYAIC has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You also agree to implement any Updates in a commercially reasonable time to the extent expressly requested by AYAIC.

5. Indemnification

You agree to indemnify, defend and hold harmless AYAIC and its officers, directors, employees, agents, affiliates, successors, third party licensors, suppliers and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Software or your breach of this EULA.

6. Transfers

You may only transfer the Software in accordance with the AYAIC transfer policy found here, which you must access while being logged into your AYAIC account. Subscription Software licenses cannot be transferred and perpetual Software licenses cannot be transferred to a Subscripton Software license. The transferee must have an active AYAIC account and will incur a transfer fee. Your license will automatically terminate upon any transfer of the Software. Software rental is not allowed. Upon transfer, you must deliver the original and all complete, partial or electronically stored copies of the Software and related documentation to the transferee. The transferee must accept this EULA as a condition to the transfer.

7. Third Party Materials

The Software may display or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that AYAIC is not responsible for Third Party Materials. The Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.

8. DISCLAIMER OF WARRANTIES

EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. AYAIC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR THIRD PARTY MATERIALS, INCLUDING THEIR CORRECTNESS, TIMELINESS, ACCURACY, FUNCTIONALITY, RELIABILITY, NON-INFRINGEMENT OR OTHERWISE.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AYAIC, ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, DAMAGED EQUIPMENT, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THIRD PARTY MATERIALS, EVEN IF AYAIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AYAIC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM IN THE PAST 3 MONTHS OR $10, WHICHEVER IS GREATER. YOU MUST SUBMIT ALL CLAIMS WITHIN A YEAR OF THE DATE OF OCCURRENCE OR ELSE THEY ARE WAIVED BY YOU.

10. Term of Software License

Software licenses will continue unless terminated in accordance with Section 11 below provided that you have an active AYAIC account in good standing and are in full compliance with this EULA and Terms of Service, including without limitation timely payment of Subscription fees.

11. Termination

AYAIC may terminate your license without notice (a) for failure to comply with this EULA or Terms of Service; (b) in the event of a change of control or sale of AYAIC; (c) in the event AYAIC otherwise goes out of business; (d) in the event AYAIC discontinues the Software. Upon termination, you must immediately destroy the Software together with all copies, adaptations and merged portions in any form.

12. Subscriptions

AYAIC may offer subscriptions for certain Software or bundle of Software (“Subscriptions”) in monthly, bi-annual, annual, etc. subscription terms (each a “Subscription Term”). Your Subscription will automatically renew for additional Subscription Terms unless you cancel it before the next Subscription Term. You will automatically be charged the Subscription price before the start of each Subscription Term (i.e., every month in the case of monthly Subscriptions or each year in the case of annual Subscriptions). You may cancel the Subscription at any time through your AYAIC account. Upon cancellation of your Subscription, you will no longer be charged for additional Subscription Terms, and you may continue to use the Software for the remaining Subscription Term for which you were charged. For the avoidance of doubt, once you pay for a Subscription Term, you may not request a refund for that Subscription Term, unless otherwise required by applicable law. If you allow your Subscription to lapse by failing to pay, your Software will no longer run. Subscription pricing is subject to change. New pricing takes effect upon renewal of your Subscription. AYAIC reserves the right to change bundle content.

13. Indemnity

You agree to defend, indemnify, and hold AYAIC, its officers, directors, employees, agents, and third party licensors, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your User Submissions, your access to or use of the Service or AYAIC Content, or your violation of these Terms of Service.

14. Export Requirements

You may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.

15. Collection of your information

You acknowledge that when you download, install or use the Software, AYAIC may collect information about you and your use of the Software. All information we collect through or in connection with this Software is subject to our Privacy Policy. By downloading, installing, using the Software or providing your information to AYAIC, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

16. Notice to U. S. Government End Users

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under this EULA, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

17. General Provisions

Claims arising under this EULA shall be governed by the laws of California, USA, you agree consent to the exclusive jurisdiction of the courts located in Santa Clara County. AYAIC is not obligated under any other agreements unless they are in writing and signed by an authorized representative of AYAIC. This EULA, along with the AYAIC Terms of Service and Privacy Policy, constitute the entire agreement between you and AYAIC. If any provision or portion thereof of this EULA is found by any court, tribunal or administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this EULA and the remaining EULA will remain in full force and effect. Failure of AYAIC to exercise or enforce any of its rights under this EULA will not act as a waiver of such rights unless expressly agreed to in writing. You may not assign this EULA except as provided for in Section 6 herein.

Copyright (c) AYAIC INTERNATIONAL LLC.

All rights reserved.