END USER LICENSE AGREEMENT

DATE OF LAST REVISION: March 2, 2025

IMPORTANT - READ CAREFULLY BEFORE USING THIS PRODUCT:  YOU
ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS END
USER LICENSE AGREEMENT ("AGREEMENT") BY SELECTING THE
"ACCEPT" OPTION AND DOWNLOADING THE SOFTWARE PRODUCT OR BY
INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. IF YOU
DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST
SELECT "DECLINE" OR "CANCEL" AND YOU MUST NOT DOWNLOAD,
INSTALL, USE, OR COPY THE SOFTWARE PRODUCT. IF THIS
AGREEMENT IS CONSIDERED AN OFFER BY US, THEN ACCEPTANCE IS
EXPRESSLY LIMITED TO THESE TERMS AND CONDITIONS. THIS IS A
LEGAL AGREEMENT BETWEEN YOU AND DATACLAY.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF ANOTHER
PERSON OR A COMPANY OR OTHER LEGAL ENTITY, THEN YOU
REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND
THAT PERSON, COMPANY, OR LEGAL ENTITY TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT,
THEN YOU ARE NOT ENTITLED TO USE THE SOFTWARE.



LICENSE

Subject to the terms and conditions of this Agreement, Dataclay, LLC
("Dataclay", "we", "us" or "our") hereby grants you ("Licensee", "you" or
"your") a non-exclusive, non-sublicensable, non-transferable, personal and
limited license to use the software product(s) specified on your order
("Order") and for which you have paid the applicable fees ("Software")
only: (a) in object code, (b) for Licensee's own internal business
operations, (c) in accordance with the applicable user documentation
("Documentation"), and (d) in accordance with any installation, copy, use
and machine restrictions specified or referenced in the Order or
Documentation including, but not limited to, license subscription term
limit (including, without limitation, any trial periods), user limits,
machine limits, copy limits or other limitations. For purposes of this
Agreement, Licensee's internal business operations means use of the
Software internally for Licensee's own business purposes and/or use of the
Software in or as part of Licensee's cloud-based "software-as-a-service"
applications or solutions provided or licensed to Licensee's end users.
Further, the following specific license rights and limitations apply to the
Software license type you acquired or purchased:

        -- If you acquired a Trial License, then you have the right
        to install, copy and use such copies of the Trial Software
        on an unlimited number of machines owned or controlled by
        you. Multiple users may use such Trial Software copies. 
        
        -- If you purchased a Standard License, then you only have
        the right to install and use one copy of each such Standard
        License Software on a single machine. Multiple users may
        use a Standard License Software copy installed on a single
        machine, but not concurrently. Such Standard License
        Software copy may be de-installed on such single machine
        and reinstalled on another single machine, provided that
        such Standard License Software copy cannot be copied and
        installed and used concurrently on multiple machines.
        Further, this Standard License does not permit (i) the
        installation or use of multiple copies of a single Standard
        License Software copy, or (ii) the installation of a single
        Standard License Software copy on more than one machine at
        any given time, or (iii) the installation of a Standard
        License Software copy on a system that allows shared use of
        applications, or on a multi-user network, or on any
        configuration or system of computers that allows multiple
        users of such single Standard License Software copy.
        Multiple copy use or machine or system installation is only
        allowed if Licensee obtains a separate Floating License for
        each user and each copy of the Floating License Software
        for a single machine or system.
        
        -- If you purchased a Floating License, then you have the
        right to install one copy of such Floating License Software
        on a single machine or system that is accessible by
        multiple nodes for use by Licensee users up to the number
        of Floating License Software copies purchased by Licensee.
        Any number of Floating License Software copies purchased by
        Licensee may be installed on a single machine or system.
        Each such Floating License Software copy will be associated
        with the single machine or system and not with any of the
        nodes that access it for use by Licensee users. Such
        Floating License Software copy may be de-installed on such
        single machine or system and re-installed on another single
        machine or system, provided that such Floating License
        Software copy cannot be copied and installed and used
        concurrently on multiple machines or systems (other than
        nodes as described in this paragraph).

You may not use, copy, or install the Software on any system with more than
one computer, or permit the use, copying, or installation of the Software
by more than one user or on more than one computer. If you hold multiple,
validly licensed copies, you may not use, copy, or install the Software on
any system with more than the number of computers permitted by license, or
permit the use, copying, or installation by more users, or on more
computers than the number permitted by license.

You may make one archival copy of the Software. The archival copy must be
on a storage medium other than a hard drive and may only be used for the
reinstallation of the Software.

Licensee has no right to receive, use or examine any source code or design
documentation relating to the Software. The term "Software" also includes
updates, modifications or new releases of the Software and Documentation
that may be provided by Dataclay to Licensee from time to time in its sole
discretion or pursuant to a support and maintenance agreement with
Dataclay. No rights or licenses are granted by Dataclay or its licensors
under this license, expressly or by implication, with respect to any
proprietary information or patent right, copyright, trade secret right or
other intellectual property right owned or controlled by Dataclay or its
licensors, except as expressly provided herein. Licensee's rights in the
Software will be limited to those expressly granted in this Agreement.
Dataclay and its licensors reserve all rights and licenses in and to the
Software not expressly granted to Licensee under this Agreement.  The
Software and Documentation are licensed and not sold.



RESTRICTIONS

Except for one copy solely for archival purposes, copying of the Software
or any portion thereof is expressly prohibited. Licensee must reproduce and
include the copyright notice and any other notices that appear on the
Software on any copy. 

Licensee will not (and will not authorize or enable any third party to):
(a) decompile, disassemble, reverse engineer or otherwise attempt to
discover the source code or underlying ideas or algorithms of the Software,
(b) modify, adapt, alter, translate, or create a derivative work of any
part of the Software, (c) sublicense, rent, lease, distribute, sell or
otherwise transfer the Software or the rights to the Software to any third
party (except as expressly provided below), (d) use the Software or any
results obtained from the Software for timesharing or service bureau
purposes, or (e) remove any proprietary notices or labels on the Software.

Where Licensee has other rights under statute, Licensee will provide
Dataclay with reasonably detailed information regarding any intended
disassembly or decompilation. Licensee will not decrypt the Software unless
necessary for legitimate use of the Software.

Licensee is hereby notified that the Software may contain time-out devices,
counter devices, registry entries and/or other devices intended to ensure
the limits of a particular license will not be exceeded ("Limiting
Devices"). If the Software does contain Limiting Devices, then Dataclay
will ensure that you receive any keys or other materials necessary to use
the Software to the limits of your license.



LICENSEE DATA

If Licensee has licensed Dataclay's Templater™ Software and is using such
Software in conjunction with Dataclay's software-as-a-service known as
QUE™, then as part of the provision of the QUE service Licensee
acknowledges that certain Licensee data or data files may be automatically
uploaded from Templater into QUE without Licensee designating such data or
data files for uploading.



LICENSE FEES

Dataclay has established its License fees based on whether or not a
licensee is an Enterprise. For purposes of this Agreement "Enterprise"
means an organization (including its affiliates) that meets one or more of
the following criteria upon the effective date of this Agreement or upon
renewal of the Software license subscription term. Licensee's organization
(including affiliates) is an Enterprise if it:

        (a) employs more than 250 individuals as employees or
        consultants;
        
        (b) has annual gross revenues of $20,000,000 or more;
        
        (c) intends to use the Software to auto-generate or modify
        more than: 1,000 videos per day; 3,000 videos per week;
        10,000 videos per month; or 100,000 videos per year; and/or
        
        (d) is listed as a Fortune 500, Inc. 5000 company, and/or
        Fortune Global 500.

You represent and warrant that at the time you purchase a Software
license, and upon renewal of your Software license, you have paid the
applicable Software license fees that correspond to your status as an
Enterprise or non-Enterprise organization based on the above criteria. You
will promptly contact Dataclay to correct an incorrect designation and pay
the additional license fees, if applicable.

If you are not an Enterprise at the time you purchase a Software license,
but during the subscription term of the Software license you become an
Enterprise, the Software license fees due by you will not increase to the
Enterprise level until renewal of your Software license. Likewise, if you
are an Enterprise at the time you purchase a Software license, but during
the subscription term of the Software license you no longer meet the
criteria for an Enterprise, the Software license fees due by you will not
decrease to the non-Enterprise level until renewal of your Software
license.

Licensee will conduct such internal audits as are reasonably required to
verify its compliance with this Agreement and, upon Dataclay's request
from time to time, certify compliance with any Software copy, use or other
restrictions, including without limitation, whether or not Licensee is an
Enterprise, and provide Dataclay with such certification and supporting
evidence in writing within ten business days of such request.



QUE METER CREDITS FOR DATACLAY SUITE OF PRODUCTS

As an alternative to the above License Fees section and to give you the 
opportunity to try all of our suite of products and services, you may 
elect to purchase QUE Meter credits which may be used for any Dataclay 
suite of products and services including Templater, QUE Services and
Projector. The rules for QUE Meter credits include the following:

        • You must create a QUE account

        • You must purchase a perpetual Templater Rig software license

        • QUE Meter credits may only be used for output as determined
          in Dataclay’s sole discretion

        • QUE Meter credits will expire 1 year after purchase; however,
          if you purchase additional QUE Meter credits then the 
          expiration date for all QUE Meter credits (the new credits
          as well as the existing QUE Meter credits) will be 1 year
          from the new QUE Meter credit purchase date

        • You may only purchase and maintain the maximum number of
          QUE Meter credits specified on your Order
          
        • QUE Meter requires Dataclay applications, including Templater,
          to run in environments with an active internet connection 
          that can reach the que-api.dataclay.com domain.

Additional rules for QUE Meter credits may be included on your Order. 
In the event of a conflict between this Section and any other section
of this Agreement, this Section will prevail.



TITLE AND COPYRIGHT

As between the parties, Dataclay retains all right, title, and interest,
including, without limitation, all intellectual property rights in and to
the Software, and any copies or portions thereof. The Software is
protected by the copyright laws of the United States and international
copyright treaties. Licensee's Software license confers no title or
ownership and is not a sale of any rights in the Software. Third-party
suppliers and licensors may protect their rights in the Software in the
event of any infringement.



TERM; RENEWAL AND TERMINATION

The term of this Agreement for the Software license is the applicable
perpetual or subscription term you selected when you Ordered the Software
License. This Agreement is effective from the date you download the
Software and will remain in force until terminated or expiration of the
subscription term of your Software license (including, without limitation,
any trial licenses), whichever occurs first. 

If you selected a recurring Software license subscription, then your
subscription term will continue to automatically renew, and you will
continue to be charged applicable license fees for such subscription via
your selected payment method, until and unless you terminate the recurring
renewal of your Software license subscription through the termination
process made available in your account. If you terminate your recurring
Software license subscription, your subscription will continue in effect
until the end of your paid subscription term and then terminate on that
date. (For example, if your paid six-month subscription start date is on
January 1 and you cancel on May 15, your subscription will continue through
June 30.)

If you do not have a recurring Software license subscription, then you may
terminate this Agreement at any time by destroying the Documentation and
the Software (together with all copies and adaptations thereof) or by using
the uninstaller function to uninstall the Software. Such termination does
not relieve you of any obligation to pay any outstanding fees for the
Software (e.g. for the subscription term of the Software license purchased
by you).  

This Agreement will automatically terminate if you breach any of the terms
or conditions of this Agreement. We may also terminate this Agreement for
any of the following reasons: (a) your failure to pay any applicable fees,
(b) our obligation to do so by law, or (c) our decision to discontinue a
Software product that is licensed to you on a subscription term basis. 

Upon termination or expiration of this Agreement for any reason, you will:
(a) stop using the Software, and (b) destroy the Software and the
Documentation (together with all copies thereof), which may be done by
using the uninstaller function to uninstall the Software. 

The Agreement Sections titled "Restrictions", "Title and Copyright",
"Limitation of Liability", "Limited Warranty and Disclaimer", "Open Source
Software" and "General Provisions" will survive any termination or
expiration of this Agreement.



SUPPORT

This Agreement does not include any maintenance and/or support of the
Software including, without limitation, any updates, upgrades or new
versions ("Support Programs"); provided, however, that if we provide or you
download or otherwise obtain in any manner any Support Programs they will
become part of the Software and the terms of this Agreement will apply to
such Support Programs.

Dataclay makes available on its website certain self-help support services
such as tutorials, a knowledgebase, user-to-user forums and discussion
areas ("Self-Help Support"). The Self-Help Support we make available on our
website may contain information, products, and services provided by third
parties and links (including advertisements) to websites made available by
third parties. This information and these products, services, and links are
provided only as a convenience to users of the Self-Help Support. Dataclay
does not control this information or these products, services, or websites,
and Dataclay does not make any representations or warranties, express or
implied, regarding this information or these products, services, or
websites and will not be liable for any information or services you receive
from them. Inclusion of any of the foregoing in the Self-Help Support does
not constitute or imply an endorsement, authorization, sponsorship, or
affiliation by or with Dataclay with respect to any third party, any third
party's website or its content, or any information, products, or services
provided by a third party.

Dataclay makes no representations or warranties with respect to any
user-to-user forums, blogs, private messages, emails, or other electronic
discussion mediums made available via the Self-Help Support (collectively,
"Discussion Areas") or with respect to any messages, information, or
materials contained in the Discussion Areas. Your use of, or reliance upon,
any such messages, information, or materials is at your sole risk and
expense. Dataclay does not, and cannot, review all of the information and
materials provided in the Discussion Areas and has no responsibility or
liability for any such information or materials or their use. If Dataclay
becomes aware of any information or materials that it determines violate
its agreements or the Discussion Areas' policies promulgated by Dataclay
from time to time or that Dataclay otherwise deems inappropriate in its
sole discretion, Dataclay reserves the right to delete, move, or edit any
such information or materials.

You acknowledge that any ideas, inventions, suggestions for improvement or
discussions submitted by you regarding any aspect of the Software or the
Self-Help Support ("Feedback") that are not already subject to third party
intellectual property rights may be used by us or any other user of the
Self-Help Support without compensation or attribution, and you hereby grant
us a worldwide, irrevocable, royalty-free, non-exclusive, sublicenseable
and transferable license under all your intellectual property rights in the
Feedback for any purpose.



DISCLAIMER 

TO THE EXTENT ALLOWED BY LOCAL LAW, THE SOFTWARE IS PROVIDED
TO LICENSEE "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY
KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. DATACLAY
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS
OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT,
TITLE AND FITNESS FOR A PARTICULAR PURPOSE. DATACLAY
SPECIFICALLY DISCLAIMS ANY LIABILITY FOR ANY ACTIONS
RESULTING FROM LICENSEE'S USE OF THE SOFTWARE. DATACLAY DOES
NOT WARRANT THAT THE SOFTWARE WILL MEET ALL OF LICENSEE'S
REQUIREMENTS OR THAT THE USE OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE
RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY
LICENSEE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
DATACLAY OR DATACLAY'S AUTHORIZED REPRESENTATIVES BEFORE
CREATE A WARRANTY OR AMEND THIS WARRANTY.

Some jurisdictions do not allow exclusions of implied warranties or
conditions, so the above exclusion may not apply to Licensee to the extent
prohibited by such local laws.  Licensee may have other rights that vary
from country to country, state to state, or province to province. To the
extent warranties cannot be disclaimed or excluded, they are limited to the
duration of the minimum warranty period required by law.



LIMITATION OF LIABILITY

EXCEPT TO THE EXTENT PROHIBITED BY LOCAL LAW, DATACLAY'S
TOTAL AGGREGATE LIABILITY FOR ANY KIND OF LOSS, DAMAGE OR
LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE
SOFTWARE OR DOCUMENTATION, UNDER ANY THEORY OF LIABILITY, IS
LIMITED TO THE TOTAL OF THE FEES ACTUALLY PAID BY LICENSEE
TO DATACLAY HEREUNDER FOR THE SOFTWARE IN THE TWELVE-MONTH
PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF
ACTION GIVING RISE TO SUCH LIABILITY AROSE.  MULTIPLE CLAIMS
WILL NOT EXPAND THIS LIMITATION.

IN NO EVENT WILL DATACLAY BE LIABLE FOR INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE OR
DOCUMENTATION, WHETHER BASED ON BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY,
OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT
DATACLAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

The limitations specified in this Limitation of Liability Section will
survive and apply even if any limited remedy specified in this Agreement is
found to have failed of its essential purpose.

These limitations will not apply to liability for death or personal injury
resulting from Dataclay's negligence to the extent applicable law prohibits
such limitation.

Some jurisdictions do not allow the exclusion or limitation of liability
for incidental or consequential damages, so the above limitation may not
apply to Licensee to the extent prohibited by such local laws. Only those
limitations and exclusions that are lawful in your jurisdiction will apply
to you and, in such instances, Dataclay's liability will be limited to the
maximum extent permitted by law.

Dataclay will not be liable to Licensee because of any exercise of
Dataclay's right to terminate this Agreement, as provided hereunder, at law
or equity for compensation, reimbursement or damages on account of any loss
of prospective profits on anticipated sales or on account of expenditures,
investments, leases or other commitments relating to the business or
goodwill of Licensee, notwithstanding any law to the contrary.



OPEN SOURCE SOFTWARE; THIRD PARTY SOFTWARE

Open Source Software. The Software includes certain "Open Source Software".
A list of the Open Source Software included in the Software and available
to Licensee from Dataclay, the applicable license terms, and how to obtain
the Open Source Software is provided at http://legal.dataclay.com. Any
provisions in this Agreement which differ from any Open Source Software
license are offered by Dataclay alone and not by any other party.
ALL OPEN SOURCE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS,
AND DATACLAY DISCLAIMS ALL WARRANTIES WITH REGARD TO OPEN
SOURCE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL DATACLAY
OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL
DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, WHETHER IN AN
ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION,
ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE
OF THE OPEN SOURCE SOFTWARE EVEN IF DATACLAY OR ITS
LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE
FORESEEABLE. THIS LIMITATION WILL NOT APPLY TO LIABILITY FOR
DEATH OR PERSONAL INJURY RESULTING FROM DATACLAY'S OR ITS
LICENSORS' NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS
SUCH LIMITATION.

Adobe. Licensee understands and acknowledges that the Software was
developed as a plug-in application for use with Adobe's software product
known as Adobe After Effects (however it may be renamed by Adobe) and that
Licensee must separately obtain a license to Adobe After Effects in order
to use the functionality of the Software. Further, Licensee understands and
acknowledges that it is Licensee's responsibility to understand and comply
with the applicable Adobe software license agreement and terms of use for
Adobe After Effects including, without limitation, Licensee's installation,
copying and use of Adobe After Effects on a computer file server within
Licensee's internal network. While the Software may be run on a server, it
is not required to be run on a server in order to use the Software
functionality.

LICENSEE WILL NOT RELY ON ANY DISCUSSIONS, COMMUNICATIONS,
ADVERTISING OR WRITTEN INFORMATION OR ADVICE GIVEN BY
DATACLAY OR DATACLAY'S AUTHORIZED REPRESENTATIVES REGARDING
LICENSEE'S USE OF ADOBE AFTER EFFECTS WITH THE SOFTWARE
AND/OR LICENSEE'S COMPLIANCE WITH THE APPLICABLE ADOBE
SOFTWARE LICENSE AGREEMENT AND TERMS OF USE FOR ADOBE AFTER
EFFECTS.

Licensee agrees to indemnify Dataclay from any claim, demand, loss or
damages including, without limitation, reasonable attorneys' and expert
witness' fees, arising out of or related to Licensee's use of Adobe After
Effects and/or Licensee's breach of the applicable Adobe software license
agreement and terms of use for Adobe After Effects.

"Adobe" means Adobe Systems Incorporated and/or Adobe Systems Software
Ireland Limited.



GENERAL PROVISIONS

Assignability; Restrictions on Transfer. If you accepted this Agreement on
behalf of a company or other legal entity, then you may assign or transfer
this Agreement and the Software license in whole, but not in part, in
connection with a change of control, change in majority ownership or the
sale of all or substantially all of the assets of your company or other
legal entity. Otherwise, if Licensee is not a company or other legal
entity, then you may not assign or transfer in whole or in part or in any
manner this Agreement or any of your rights, obligations, or any interest
in or under this Agreement or the Software without Dataclay's prior
written express consent, which may be withheld in its sole discretion, and
payment to Dataclay of any applicable fees. Any attempted assignment or
transfer in violation of this section will be void. 

Upon permitted assignment and transfer of the Agreement and Software
license, Licensee will immediately deliver all copies of the Software to
the assignee or transferee. The assignee or transferee must agree in
writing to the terms and conditions of this Agreement. Licensee's Software
license will automatically terminate upon such permitted assignment and
transfer.

Dataclay may at any time and without Licensee's consent assign this
Agreement or all or a portion of its rights and obligations under this
Agreement. This Agreement and all of its provisions will inure to the
benefit of and become binding upon the parties and the successors and
permitted assigns of the respective parties. 

Indemnity. Licensee agrees to indemnify Dataclay from any claim, demand,
loss or damages including, without limitation, reasonable attorneys' and
expert witness' fees, arising out of or related to Licensee's use of the
Software or violation of this Agreement.

No Waiver.  No waiver of any right under this Agreement will be effective
unless in writing, signed by a duly authorized representative of Dataclay.
No waiver of any past or present right arising from any breach or failure
to perform will be deemed to be a waiver of any future right arising under
this Agreement.

Severability.  If any provision in this Agreement is held invalid or
unenforceable, that provision will be construed, limited, modified or, if
necessary, severed, to the extent necessary, to eliminate its invalidity
or unenforceablility, and the other provisions of this Agreement will
remain unaffected.

Non-Exclusive Remedy.  Except as otherwise expressly stated herein,
termination, expiration or cancellation of this Agreement and/or
Licensee's use of the Software will be a non-exclusive remedy of Dataclay
and will be without prejudice to any other right or remedy of Dataclay.
Except as otherwise expressly stated herein, Dataclay's rights and
remedies are cumulative and not alternative.

Attorneys' Fees. In the event of any legal proceeding between Dataclay and
you arising out of or related to this Agreement, Dataclay will be entitled
to recover, in addition to any other relief awarded or granted, its costs
and expenses (including reasonable attorneys' and expert witness' fees)
incurred in any such proceeding.

U.S. Government End Users.  The Software is a "commercial item," as that
term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial
computer software" and "commercial computer software documentation," as
such terms are used in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all
U.S. Government End Users acquire the Software with only those rights set
forth herein. Contractor/Manufacturer is Dataclay, LLC, 6425 Living Place;
Suite 200; Pittsburgh, PA 15206.

Export. Licensee will comply with all applicable export laws,
restrictions, and regulations of any United States or foreign agency or
authority. Licensee will not export or re-export or allow or authorize the
export or re-export of the Software and Documentation, or any product,
technology or information it obtains or learns pursuant to this Agreement
(or any direct product thereof) in violation of any such laws,
restrictions or regulations.

English Language Controls. We may provide translations of this Agreement
as a convenience to licensees. However, in the event of a conflict or
inconsistency between the English and any non-English versions, the
English version of this Agreement will govern, to the extent not
prohibited by local law in your jurisdiction. 

Notices

    To Dataclay: Licensee may send notices to Dataclay at the following
address: Dataclay, LLC, 6425 Living Place; Suite 200; Pittsburgh, PA
15206, as it may be updated from time to time on the Dataclay website.

     To Licensee: Dataclay may notify Licensee by email, postal mail or
other legally acceptable means using the contact information provided by
Licensee.

Marketing. Dataclay may use and display Customer's name, logo, trademarks,
and service marks on Dataclay's website and in Dataclay's marketing
materials in connection with identifying Customer as a customer of
Dataclay. Upon Customer's written request, Dataclay will promptly remove
any such marks from Dataclay's website and, to the extent commercially
feasible, Dataclay's marketing materials.

Complete Understanding. This Agreement sets forth the entire understanding
and agreement between Licensee and Dataclay with respect to the subject
matter hereof and supersedes any prior representations, discussions,
undertakings, communications, or advertising relating to the Software.
This Agreement may be amended only in writing signed by an authorized
representative of Dataclay.
NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR
OTHER PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO
MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS
DIFFERENT THAN, OR IN ADDITION TO, THIS AGREEMENT ABOUT THE
SOFTWARE.

Governing Law. This Agreement will be governed by, and interpreted in
accordance with, the laws of the State of Texas (U.S.A.) exclusive of
its choice of law provisions. Licensee consents to the exclusive
jurisdiction and venue of the State and Federal Courts for Travis
County, Texas; provided, however, that an action for injunctive relief
may be filed in a jurisdiction where the actions or party to be enjoined
is located. This Agreement expressly excludes the United Nations
Convention on Contracts for the International Sale of Goods. The parties
expressly exclude the application of the United Nations Convention on
the International Sale of Goods and UCITA (the Uniform Computer
Information Transactions Act) as it may be enacted in the applicable
jurisdiction. The prevailing party in any action to enforce this
Agreement will be entitled to recover costs and expenses, including,
without limitation, fees of attorneys and experts and costs and fees on
appeal. English will be the controlling language of this Agreement.

Trademark Notice. Copyright © 2014-2025 Dataclay, LLC All rights
reserved. Templater®, Templater Rig™, Templater Pro™, Templater Bot™ and
QUE™ are trademarks of Dataclay, LLC. All other marks referenced are the
property of their respective owners.


