SAAS End User License Agreement (EULA).

PLEASE READ THIS EULA CAREFULLY BEFORE ORDERING OR ACCESSING OR USING ANY SERVICES OF FOUNDRY. YOUR ATTENTION IS PARTICULARLY DRAWN TO: (A) CLAUSE 8 IN WHICH SUBSCRIPTION CUSTOMERS (LICENSEES) AGREE TO THE AUTO-RENEWAL OF THEIR LICENSE(S) ON AN ANNUAL BASIS; (B) CLAUSE 14 WHERE WE LIMIT OUR LIABILITY TO USERS OF OUR SERVICES; (C) CLAUSE 18 REGARDING THE DATA (INCLUDING PERSONAL DATA) WE MAY COLLECT AND HOW WE MAY USE IT; AND (D) CLAUSE 18.17 WHERE YOU AUTHORISE FOUNDRY TO USE THE SERVICES TO ACCESS AND COLLECT CERTAIN INFORMATION AND TO TRANSMIT THIS INFORMATION TO FOUNDRY.

IMPORTANT NOTICE TO ALL USERS: BY ACCESSING AND/OR USING THE SERVICES YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA DO NOT ACCESS OR USE THE SERVICES.

IMPORTANT NOTICE TO CONSUMERS WHO PURCHASE SERVICES DIRECT FROM FOUNDRY: YOU HAVE THE RIGHT TO CANCEL YOUR CONTRACT AND OBTAIN A FULL REFUND IN ACCORDANCE WITH CLAUSE 9. HOWEVER, YOU WILL LOSE THIS RIGHT ONCE YOU LOGIN. THIS DOES NOT AFFECT YOUR CONSUMER RIGHTS IN RELATION TO DEFECTIVE PRODUCTS OR SERVICES. YOU ARE CONSUMER IF YOU ENTER INTO THIS CONTRACT FOR PURPOSES OUTSIDE YOUR TRADE, BUSINESS, CRAFT OR PROFESSION.

IMPORTANT NOTICE TO US CONSUMERS: CLAUSE 26 REQUIRES YOU TO RESOLVE DISPUTES WITH FOUNDRY THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATION. YOU MAY OPT OUT BY EMAILING LEGAL@FOUNDRY.COM WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THIS EULA. SEE CLAUSE 26.3 FOR DETAILS.

This SAAS END USER LICENCE AGREEMENT (“EULA”) is, in cases where you purchase services direct from Foundry, incorporated into the agreement between The Foundry Visionmongers Ltd a company registered in England and Wales with company number 4642027 and whose registered office is at Squire Patton Boggs Secretarial Services Limited, Rutland House, 148 Edmund Street, Birmingham, United Kingdom, B3 2JR and whose address for correspondence is at 5 Golden Square, London W1F 9HT, (“Foundry”), and you, as either an individual or a single company or other legal entity (“Licensee”) on the terms on which you will purchase the services of Foundry (the “Agreement”). In cases where you purchase the services from one of our resellers, the use of the term “Agreement” in this EULA refers to the arrangements between Foundry and Licensee on which Licensee is permitted to use Foundry’s services, including this EULA.

Foundry reserves the right to refuse to grant a Licence (as defined in clause 1.1) to any Licensee who has failed to pay any sum due either to Foundry or to a reseller of Foundry, in connection with the Agreement, in connection with any other services or software licence, in connection with any other agreed terms between Foundry and Licensee, to receive or use any services or software product(s) of Foundry.

1. GRANT OF LICENSE

1.1. Subject to terms and the scope of the applicable licence model as set out in clause 2, the limitations of clause 3 and all the other terms of the Agreement, Foundry grants to Licensee a limited, non-transferable and non-exclusive licence, without the right to grant sublicences, to permit the Authorised Users (defined in clause 3.1) to access and use the subscription services provided by Foundry to Licensee under the Agreement via www.foundry.com, www.griptape.ai, www.griptapenodes.com or any other website notified to Licensee by Foundry from time to time (“Services”) (subject to clause 4) together with, and in accordance with, any accompanying user guide and other documentation (the “Documentation”), and where Licensee is a business, solely for Licensee’s own internal purposes or, where Licensee is a consumer, solely for domestic, private and non-commercial purposes (the “Licence”); provided, however, that Licensee’s right to access and use the Services and the Documentation is limited to those rights expressly set out in this EULA. The rights provided under this clause 1.1 are granted to Licensee only, and shall not be considered granted to any subsidiary or holding company of Licensee.

1.2. Some types of licence models set out in clause 2.1 limit the access and use of the Services (including the online software applications provided as part of the Services (“Software”)) to the country in which Licensee is based at the date of purchase (the “Home Country”), unless otherwise agreed by Foundry in writing. For the avoidance of doubt, ‘use’ in a Home Country requires the server, network and user to be based in the Home Country. Notwithstanding such limits, Licensee may still access and use the Services outside the Home Country if travelling or working outside the Home Country on a temporary basis provided that such use does not exceed 70 days in aggregate in any rolling twelve month period or, in the case of any licence which lasts for less than twelve months, does not exceed the number of days representing 20% of the term of the licence. Notwithstanding any other terms, the Services may not be accessed or used in countries which are subject to import/export controls or sanctions, as further detailed in clause 21.

2. LICENCE MODELS

2.1. The Services will be provided to Licensee on a subscription basis in accordance with one or more of the licence models set out in this clause 2.1, as specified in Foundry’s invoice or order confirmation (as applicable), and subject to the other terms and conditions of this EULA. Please note that some licensing models set out below do not apply to certain Services provided by Foundry, and certain Services may be sold on an Enterprise Licence basis (as set out in the definitions below). In addition to the terms expressly stated in this EULA, by using any tool, plug-in, SDK or other functionality in conjunction with the Services which is owned or licensed by any third party (each, a “Third Party Licensor”), Licensee agrees to review, comply with, and be legally bound by the licence terms and conditions of that Third Party Licensor.

(a) “Enterprise Licence” means a Licence that is available for certain Services only, relating to large-scale commercial deployments to enable a specific number of Authorised Users to access and use the Services within an enterprise environment, with specific additional terms and support arrangements, as may be agreed separately in an enterprise licence agreement in writing between Foundry and Licensee (the “Enterprise Licence Agreement”). Access and use of the Services shall be limited to any site in the Home Country, unless agreed otherwise in the Enterprise Licence Agreement.

(b) “Individual Login Licence” means if Licensee purchases an Individual Login Licence, Licensee warrants and represents that Licensee is a natural person and that only Licensee shall access and use the Services. Licensee will be issued with log in details and may access and use the Services on any number of computers (but not simultaneously). Access and use of the Services shall be limited to any site in the Home Country.

If Licensee has purchased the Services on a subscription basis then: (a) the Licence shall be limited to the Subscription Period (as defined in clause 8.1) after which it shall automatically expire and; (b) the provisions of clause 8, including but not limited to auto-renewal, shall apply.

3. USER SUBSCRIPTIONS

3.1. In relation to those employees, agents and independent contractors of Licensee who are authorised by Licensee to use the Services and the Documentation, in the case of business users, or, in relation to Licensee itself, where Licensee is a consumer (“Authorised Users”), Licensee undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of user subscriptions it has purchased from time to time (“User Subscriptions”) (other than in relation to Enterprise Licences, in which case the total number of users shall be in accordance with the terms of the specific Enterprise Licence Agreement for that Licensee);

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than every three (3) months and that each Authorised User shall keep their password confidential; and

(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Foundry within seven (7) days of Foundry’s written request at any time or times.

3.2. Licensee may, from time to time during any Subscription Period (as defined in clause 8.1), purchase additional User Subscriptions. If Licensee wishes to purchase additional User Subscriptions, Licensee shall notify Foundry in writing. Foundry shall evaluate such request for additional User Subscriptions and respond to Licensee with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions. If Foundry approves Licensee’s request to purchase additional User Subscriptions, Licensee will be charged and agrees to pay to Foundry or Foundry’s authorised reseller (as applicable) the Licence Fee (as defined in clause 7.1) as notified by Foundry (or its reseller) at the time of the purchase of the additional User Subscriptions. If such additional User Subscriptions are purchased by Licensee part way through the Initial Subscription Period or any Auto-renewal Periods (as defined in clauses 8.2 and 8.3), such fees shall be pro-rated from the date of activation by Foundry for the remainder of the Initial Subscription Period or then current Auto-renewal Period (as applicable).

4. RESTRICTIONS ON USE

4.1. Licensee shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:

(a) attempt to copy, modify, adapt, duplicate, translate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, the Software (including any tool, plug-in, SDK or other functionality) or Documentation (as applicable) in any form or media or by any means;

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-readable form all or any part of the Services or the Software (including any tool, plug-in, SDK or other functionality);

(c) implement or use any method or mechanism designed to enable product functionality not available in the Software or the Services but available in other Foundry products or services or other Foundry releases of the same;

(d) use, or allow the use of, the Services, the Software (including any tool, plug-in, SDK or other functionality) or Documentation on any project other than a project produced by Licensee (an “Authorised Project”) or to provide a service (whether or not any charge is made) to any third party;

(e) access all or any part of the Services, the Software (including any tool, plug-in, SDK or other functionality) or the Documentation in order to build a product or service which competes with the Services, the Software or the Documentation;

(f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Software (including any tool, plug-in, SDK or other functionality) or Documentation available to any third party except the Authorised Users;

(g) attempt to obtain, or assist third parties in obtaining, access to the Services, the Software (including any tool, plug-in, SDK or other functionality) or Documentation, other than as provided under clause 2;

(h) introduce, or permit the introduction of, any: (i) thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, computer or software exploits, and other similar things or devices (together, “Virus”); or (ii) weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of the Services (“Vulnerability”), in each case, into the Services or Foundry’s network and information systems;

(i) take any action, or fail to take action, that could adversely affect the trade marks, service marks, patents, trade secrets, copyrights or other intellectual property rights of Foundry or any Third Party Licensor; or

(j) use the Services, or permit any third party to use the Services, for any illegal purpose.

4.2. Notwithstanding clause 4.1, where the reduction of the Software to human readable form is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by Licensee in accordance with section 50B of the Copyright Designs and Patents Act 1988 (or any analogous legislation in other jurisdictions), prior to reducing the Software to human readable form (whether by reverse engineering, decompilation or disassembly), Licensee shall notify Foundry in advance and allow Foundry a reasonable period to either carry out such action as is required to fulfil the integration or provide the information necessary to achieve such integration to Licensee, and in either case Licensee shall meet Foundry’s reasonable costs in doing so.

4.3. Licensee shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property,

and Foundry reserves the right, without liability or prejudice to its other rights to Licensee, to disable Licensee’s access to any material that breaches the provisions of this clause 4.3.

4.4. Licensee shall maintain appropriate internal security, safeguards and controls which shall be at least as great as the measures Licensee uses to keep Licensee’s own information secure (but in any case, using no less than a reasonable degree of care) to ensure that the Services are not used in any way which is in breach of this clause 4 or of the Agreement. For the avoidance of doubt, Licensee remains fully liable for any unauthorised use of the Services by the Authorised Users.

4.5. The Services, the Software and/or any components thereof are not intended to be used for and Licensee shall not use the Services or the Software for (or modify the Software such that it is suitable for): (a) any prohibited practices pursuant to applicable law, including pursuant to Article 5 of Regulation (EU) 2024/1689 (the “EU AI Act”) or similar legislation; (b) any use or other application that would result in the Services or the Software being considered or otherwise classified as a high-risk AI system or that otherwise qualifies as “high-risk” under the EU AI Act or a similar concept in other applicable regulations; (c) life-critical systems, medical devices, or safety-critical infrastructure; (d) autonomous weapons systems or mass surveillance applications; (e) any illegal, immoral or improper use (including inputting illegal, immoral, or inappropriate content or prompts into any AI models in connection with the Services or the Software); or (f) any use that would subject Foundry to additional regulatory obligations. Licensee shall indemnify and keep Foundry indemnified against all costs and liabilities arising from such prohibited and high-risk uses. Licensee may not remove, alter or obscure any metadata fields which are automatically applied to content generated by the Services or the Software which indicate that such content has been artificially generated or manipulated.

4.6. Licensee shall indemnify and keep Foundry indemnified against claims, actions, proceedings, losses, damages, regulatory fines, costs or expenses arising out of or in connection with Licensee’s non-compliant use of the Services, the Software and/or the Documentation.

5. OPEN SOURCE SOFTWARE

5.1. To the extent that the Services or the Software links to or itself incorporates any open source software or software libraries (“OSS Components”) that are provided to Licensee with or as part of the Services or the Software, then where such OSS Components are licensed on the terms of an open source software licence that requires Foundry to make the OSS Components available to Licensee on specific terms (the “OSS Licence Terms”), those OSS Components are licensed to Licensee on, and subject to, the terms of the relevant OSS Licence Terms.

5.2. Where Foundry is required by any OSS Licence Terms to make the source code of the relevant OSS Component available to Licensee, Foundry will at any time during the three (3) year period starting on the date of the Agreement, at the request of Licensee and subject to Licensee paying to Foundry a charge that does not exceed Foundry’s costs of doing so, provide Licensee with the source code of the relevant OSS Component (the “OSS Source Code”) in order that Licensee may modify the OSS Component in accordance with the relevant OSS Licence Terms, together (where appropriate) with certain object code of the Software necessary to enable Licensee to re-link any modified OSS Components to the Software (the “Object”).

5.3. Notwithstanding any other term of the Agreement, Foundry gives no express or implied warranty, undertaking or indemnity whatsoever in respect of the OSS Components, the OSS Source Code or the Object, all of which are licensed on an “as is” basis, or in respect of any modification of the OSS Components or the OSS Source Code made by Licensee (“Modification”). Licensee may not use the Object for any purpose other than in respect of the Modification.

5.4. Notwithstanding any other term of the Agreement, Foundry shall have no obligation to provide support, maintenance, upgrades or updates of or in respect of any of the OSS Components, the OSS Source Code, the Object or any Modification. Licensee shall indemnify and keep indemnified Foundry against all liabilities and expenses (including reasonable legal costs) incurred by Foundry in relation to any claim asserting that any Modification infringes the intellectual property rights of any third party.

6. OWNERSHIP AND UNDERTAKING

6.1. Licensee acknowledges that the Services, the Software and the Documentation and all related intellectual property rights and other proprietary rights are and shall remain the sole property of Foundry and/or the Third Party Licensors (as applicable).

6.2. Nothing in the Agreement shall be deemed to give Licensee any rights in the trade marks, service marks, patents, trade secrets, confidential information, copyrights or other intellectual property rights of Foundry or any Third Party Licensor, and Licensee shall be strictly prohibited from using the name, trade marks or service marks of Foundry or any Third Party Licensor in Licensee’s promotion or publicity without Foundry’s express prior written approval.

6.3. Foundry undertakes (the “Undertaking”) to defend Licensee or at Foundry’s option settle any claim brought against Licensee alleging that Licensee’s use of the Services or Documentation in accordance with the Agreement infringes the intellectual property rights of a third party in the same country as Licensee (“Claim”) and shall reimburse all reasonable losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against Licensee in connection with any such Claim, provided that the Undertaking shall not apply where the Claim in question is attributable to: (a) use of the Services or Documentation other than in accordance with the Agreement or the instructions given by Foundry to Licensee; (b) in combination with any software or service not supplied or specified by Foundry; (c) modification of the Services or Documentation by anyone other than Foundry; or (d) Licensee’s use of the Services or Documentation after notice of the alleged or actual infringement from Foundry or any appropriate authority.

6.4. The Undertaking is conditional on Licensee: (a) giving prompt written notice of the Claim to Foundry; (b) giving Foundry sole authority to defend or settle the Claim; (c) cooperating in the defence or settlement of the Claim; and (d) not making any admission of liability or taking any step prejudicial to the defence of the Claim.

6.5. If any Claim is made, or in Foundry’s reasonable opinion is likely to be made, against Licensee, Foundry may at its sole option and expense: (a) procure for Licensee the right to continue using the Services; (b) modify the Services so that they cease to be infringing; (c) replace the Services with non-infringing services; or (d) terminate the Agreement immediately by notice in writing to Licensee and refund the Licence Fee (less a reasonable sum in respect of Licensee’s use of the Services to the date of termination). The Undertaking and the foregoing constitutes Licensee’s sole and exclusive rights and remedies, and Foundry’s only liability, for infringement or alleged infringement of the intellectual property rights of any third party.

6.6. Where the Services integrate with third-party AI models, tools, libraries, or services provided by Third Party Licensor(s), Foundry has not reviewed, approved, confirmed, pre-vetted any such third-party components (including their fitness for a particular purpose), nor does Foundry host, control, or endorse such third-party components. Licensee acknowledges and agrees that use of such components is at Licensee’s own risk and is subject to the Third Party Licensor’s terms and conditions, as applicable.

6.7. Where the Services enable generation of AI-powered content or workflows (“AI Outputs”), ownership of such AI Outputs vests in Licensee (in so far as applicable law allows), subject to any third party rights (including any rights of any Third Party Licensors) in the underlying AI models, training data, or other components. Licensee is solely responsible for ensuring that all inputs are legally compliant and appropriate, and for reviewing, validating, and ensuring the accuracy, quality, legality, and appropriateness of all AI Outputs before use or distribution, and Foundry disclaims all warranties and liabilities in relation to AI Outputs (as further set out in clause 12). Licensee shall not input illegal, immoral or inappropriate content or use the Services to generate AI Outputs that infringe third party rights or violate applicable laws.

7. LICENCE FEE

7.1 Licensee acknowledges that the rights granted to Licensee under this EULA are conditional on Licensee’s timely payment of the licence fee payable to Foundry in connection with the Agreement or, as the case may be, payable to Foundry’s reseller (the “Licence Fee”). Except where the applicable invoice expressly sets out payment in instalments, the Licence Fee shall be payable in full as one single payment.

7.2. Licensee will be charged and agrees to pay to Foundry or Foundry’s authorised reseller (as applicable): (a) the Licence Fee as notified by Foundry (or its reseller) at the time of the initial purchase of the Licence; and (b) in respect of any Subscription Auto-renewal Period for a Subscription Licence, the Licence Fee as notified by Foundry (or its reseller) on or about the applicable Renewal Date.

7.3. Unless stated otherwise, any Licence Fee notified to Licensee by Foundry (or its reseller) is exclusive of sales tax, VAT and any other similar taxes, duties or levies, which shall be payable by Licensee (and Licensee agrees to pay) in addition to the Licence Fee.

7.4. If Foundry has not received payment by the due date, and without prejudice to any other rights and remedies of Foundry:

(a) Foundry may, without liability to Licensee, disable Licensee’s password, account and access to all or part of the Services and Foundry shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 6% over the then current base lending rate of the Bank of England’s base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8. SUBSCRIPTION LICENSES AND AUTO-RENEWAL

8.1. If Licensee has purchased a Subscription Licence, the Licence shall be limited to the Initial Subscription Period and any/all Auto-renewal Periods (together the “Subscription Period”) after which it shall automatically expire.

8.2. The Subscription Licence shall begin as soon as Foundry accepts Licensee’s order (the “Subscription Start Date”) and shall continue for an initial period of twelve (12) months (the “Initial Subscription Period”) unless earlier terminated in accordance the terms of this EULA, or unless otherwise communicated by Foundry in writing.

8.3. Unless Licensee opts out of auto-renewal in accordance with clause 8.5 then upon the first anniversary of the Subscription Start Date and each subsequent anniversary (each a “Subscription Renewal Date”), Licensee’s Subscription Licence shall renew automatically for a further twelve (12) months (each an “Auto-renewal Period”). Licensee’s Subscription Licence will continue to auto-renew in this manner until Licensee opts out of auto-renewal or unless earlier terminated in accordance with the terms of this EULA.

8.4. Prior to each Subscription Renewal Date, Foundry shall send one (1) email to advise Licensee that the Subscription Licence is approaching auto-renewal to the contact email address as provided by Licensee in accordance with clause 23. The reminder email will be sent not less than thirty (30) days prior to the relevant Subscription Renewal Date.

8.5. Opting Out of Auto-renewal and Licence Expiry. If Licensee wishes to opt out of auto-renewal then Licensee must email licenses@foundry.com providing details of the Subscription Licence(s) which it wishes to opt out of not less than seventy-two (72) hours prior to the relevant Subscription Renewal Date. Provided that Licensee notifies Foundry in accordance with the provisions of this clause 8.5 then the Subscription License(s) will not auto-renew and shall expire at the end of the then-current Subscription Period.

8.6. Increases to the Licence Fee for Subscription Licences. Foundry reserves the right to increase the Licence Fee for Subscription Licences from time to time provided that it shall provide Licensee with not less than thirty (30) days’ written notice of any increase prior to the relevant Subscription Renewal Date.

9. CANCELLATIONS

9.1. Licensee may cancel a Licence within fourteen (14) days of the original purchase date (“Cancellation Deadline”) to obtain a full refund and Licensee will no longer be able to use the Services once the Licence is cancelled. Licensee’s right to obtain a refund will be lost once Licensee logs into the platform for the Services.

9.2. Refunds are not payable for cancellations made after Cancellation Deadline. This includes Subscription Licences which are subject to the fixed twelve (12) month terms and for which Licensee may opt out of auto-renewal in accordance with clause 8.

9.3. Cancellations and requests for refunds can be made by contacting Foundry’s Sales Support team at licenses@foundry.com.

10. AVAILABILITY, MAINTENANCE AND SUPPORT

10.1. Foundry shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance and emergency maintenance.

10.2. Subject to Licensee’s timely payment of the applicable Licence Fee, each Subscription Licence shall include access to certain maintenance and support services in accordance with the Maintenance and Support Terms which are available on Foundry’s website (the “Maintenance and Support Terms”). The specific maintenance and support services offered or made available by Foundry shall be those set out in the table at clause 1.2 of the Maintenance and Support Terms (the “Maintenance and Support”).

11. TAXES AND DUTIES

Licensee agrees to pay, and shall indemnify and keep Foundry indemnified from claims for any local, state or national tax (exclusive of taxes based on net income), duty, tariff or other impost related to or arising from the transaction contemplated by the Agreement.

12. FOUNDRY’S OBLIGATIONS

12.1. Foundry shall perform the Services substantially in accordance with the functions described in the Documentation and with reasonable skill and care.

12.2. Foundry’s obligations at clause 12.1 shall not apply to the extent of any: (a) non-conformance which is caused by use of the Services contrary to Foundry’s instructions; (b) modification or alteration of the Services by any party other than Foundry or Foundry’s duly authorised contractors or agents; and/or (c) use of the Service (including the Software and any tool, plug-in, SDK or other functionality) in conjunction with third party technology. If the Services do not conform with the terms of clause 12.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. If Licensee is a business, such correction constitutes Licensee’s sole and exclusive remedy for any breach of the undertaking set out in clause 12.1. If Licensee is a consumer, the remedies given in clause 12 are in addition to Licensee’s legal rights in relation to any Services that are not carried out with reasonable skill and care.

12.3. Foundry does not warrant that: (a) the Services or the Documentation will meet Licensee’s requirements; (b) Licensee’s use of the Services will be uninterrupted or error free; or (c) the Software or the Services will be free from Vulnerabilities or Viruses. Where the Software or the Services include AI-enabled features, Foundry makes no warranties, express or implied, regarding the accuracy, quality, originality, merchantability, non-infringement or fitness for purpose of any AI Outputs, and Licensee uses such AI Outputs entirely at its own risk.

12.4. Foundry is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Licensee acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

12.5. Where consumers based in the European Union use the Services, the safety of the Services is dependent on Licensee’s use in accordance with the Agreement and the Documentation.

13. INDEMNIFICATION

13.1. Licensee agrees to indemnify, keep indemnified, hold harmless and defend Foundry, the Third Party Licensors and Foundry’s and each Third Party Licensor’s respective affiliates, officers, directors, shareholders, employees, authorised resellers, agents and other representatives from all claims, defence costs (including, but not limited to, legal fees), judgments, settlements and other expenses arising from or connected with any claim that any use of the Services or the Documentation by Licensee or any person connected with Licensee or any person provided with the Services by Licensee, infringes the intellectual property rights or other proprietary rights of any third party, including without limitation any claims arising from Licensee’s input into, or outputs from any AI-enabled features (including Licensee’s creation, use or distribution of any AI Outputs) in connection with the Services.

13.2. Licensee agrees to indemnify, keep indemnified, hold harmless and defend Foundry, the Third Party Licensors and Foundry’s and each Third Party Licensor’s respective affiliates, officers, directors, shareholders, employees, authorised resellers, agents and other representatives from all claims, defence costs (including, but not limited to, legal fees), judgments, settlements and other expenses arising from or connected with any claim that any use of the Services or the Documentation, by Licensee, any person connected with Licensee or any person provided with the Services by Licensee, causes any of them or any third party (including but not limited to those viewing a product of the Services) to suffer harm or loss of any kind.

14. LIMITATION OF LIABILITY

14.1. To Business Users (this clause applies where Licensee is a business user (and for these purposes any Licensee that is not a consumer shall be treated as a business user)):

(a) Licensee acknowledges that the Services have not been developed to meet Licensee’s individual requirements, and that it is therefore Licensee’s responsibility to ensure that the facilities and functions of the Services as described in the Documentation meet such Licensee requirements. The Services and Documentation are supplied only for Licensee’s internal use for its business, and not for any re-sale purposes or for the provision of the Services (whether directly or indirectly) to third parties.

(b) Subject to clause 14.1(e), Foundry shall not under any circumstances whatever be liable to Licensee, its affiliates, officers, directors, shareholders, employees, agents or other representatives, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for any: (i) loss of profits (whether direct or indirect); (ii) loss of sales, business, or revenue (whether direct or indirect); (iii) business interruption (whether direct or indirect); (iv) loss of anticipated savings (whether direct or indirect); (v) loss or corruption of data or information (whether direct or indirect); (vi) loss of business opportunity (whether direct or indirect); (vii) loss of goodwill or reputation (whether direct or indirect); or (viii) indirect or consequential loss or damage.

(c) In respect of any other losses, subject to clause 14.1(d), Foundry’s maximum aggregate liability under or in connection with the Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the greater of: (i) five thousand pounds Sterling (£5,000); and (ii) a sum equal to the latest annual Licence Fee.

(d) Nothing in the Agreement shall limit or exclude Foundry’s liability for: (i) death or personal injury resulting from Foundry’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by applicable law.

(e) This EULA sets out the full extent of Foundry’s obligations and liabilities in respect of the supply of the Services and the Documentation. Except as expressly stated in writing in this EULA, the Services and the Documentation are provided to Licensee on an “as is” basis there are no conditions, warranties, representations or other terms, express or implied, that are binding on Foundry. Any condition, warranty, representation or other term concerning the supply of the Services and Documentation which might otherwise be implied into, or incorporated in, the Agreement, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

14.2. To Consumers (this clause applies where Licensee is a consumer):

(a) Licensee acknowledges that the Services have not been developed to meet Licensee’s individual requirements, and that it is therefore Licensee’s responsibility to ensure that the facilities and functions of the Services as described in the Documentation meet such Licensee requirements. The Services and Documentation are only supplied for Licensee’s domestic, non-commercial and private use. Licensee agrees not to use the Services and Documentation for any commercial, business or re-sale purposes.

(b) Subject to clause 14.2(d), Foundry has no liability to Licensee for any: (i) loss of profit (whether foreseeable or not); (ii) loss of business (whether foreseeable or not); (iii) business interruption (whether foreseeable or not); (iv) loss of business opportunity (whether foreseeable or not); or loss or harm caused to property or data used for professional purposes (whether foreseeable or not). Foundry is only responsible for loss or damage suffered by Licensee that is a foreseeable result of Foundry’s breach of the Agreement or its negligence but Foundry is not responsible for any loss or damage that is not foreseeable.

(c) In respect of any other losses, subject to clause 14.2(d), Foundry’s maximum aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the greater of: (i) five thousand pounds Sterling (£5,000); and (ii) a sum equal to the latest annual Licence Fee.

14.3. Where applicable, Foundry’s liability under the EU Product Liability Directive is subject to the following conditions: (a) Licensee must prove that a defect in the Software directly caused the claimed damage; (b) Licensee must demonstrate that the Software was used strictly in accordance with this EULA and Documentation; (c) liability is excluded where damage results from Licensee’s failure to install available updates within ninety (90) days of notification; (d) Liability is excluded where damage results from use of the Software in combination with third party software, hardware, or services not approved by Foundry; (e) Foundry’s maximum aggregate liability under the Directive shall not exceed the greater of €100,000 and a sum equal to 300% of the latest annual Licence Fees; and (f) claims must be brought within three (3) years of discovery of the defect or damage, whichever is earlier.

15. TERM; TERMINATION

15.1. The Agreement is effective from the Subscription Start Date shall, unless terminated as provided in this EULA, shall continue for the Subscription Period.

15.2. Licensee may terminate the Agreement on written notice to Foundry if Foundry is in material breach of the Agreement and fails to cure the breach within ten (10) working days of receiving notice of such breach. If Licensee breaches the Agreement, Foundry may terminate the Licence immediately by notice to Licensee.

15.3. Foundry reserves the right to terminate and/or suspend the Licence as it deems reasonable in its sole discretion by notice to Licensee if: (a) it becomes aware that Licensee has failed to pay any sum due either to Foundry or to a reseller of Foundry, either in connection with the Agreement, or in connection with any other licence to use any product(s) or services of Foundry, and/or in connection with any other agreed terms between Foundry and Licensee in connection with the Services; or (b) Licensee is otherwise in breach of or fails to comply with any term of the Agreement and/or with any other agreed terms between Foundry and Licensee.

15.4. Foundry may also terminate the Agreement with immediate effect by giving written notice to Licensee:

(a) if Licensee (being a company) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 or if Licensee (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or if Licensee (being a partnership) has any partner to whom any of the foregoing apply;

(b) if Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of Licensee with one or more other companies or the solvent reconstruction of Licensee;

(d) if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Licensee other than for the sole purpose of a scheme for a solvent amalgamation of Licensee with one or more other companies or the solvent reconstruction of that Licensee;

(e) if an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over Licencee (being a company, partnership or limited liability partnership);

(f) if the holder of a qualifying floating charge over the assets of Licensee (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(g) if a person becomes entitled to appoint a receiver over the assets of Licensee or a receiver is appointed over the assets of Licensee;

(h) if a creditor or encumbrancer of Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Licensee's assets and such attachment or process is not discharged within fourteen (14) days;

(i) if any event occurs, or proceeding is taken, with respect to Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.4(a) to (h) (inclusive);

(j) if Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(k) if Licensee's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.

15.5. If the Agreement expires or is terminated for any reason, the Licence will cease immediately and Licensee will immediately cease use of the Services and Documentation and either return to Foundry all copies of the Documentation in Licensee’s possession, custody or power or, if Foundry directs in writing, destroy all such copies. In the latter case, if requested by Foundry, Licensee shall provide Foundry with a certificate confirming that such destruction has been completed within ten (10) days.

15.6. On expiry or termination of the Agreement for any reason:

(a) Licensee shall immediately pay to Foundry all of Foundry’s unpaid invoices and interest and, where no invoice has been submitted for Services supplied, Foundry may submit an invoice, which shall be payable immediately on receipt; and

(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of expiry or termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of expiry or termination shall not be affected or prejudiced.

16. CONFIDENTIALITY

16.1. Licensee agrees that the Services (including, for the avoidance of doubt, any Software that is licensed to Licensee) and Documentation are proprietary to and the confidential information of Foundry or, as the case may be, the Third Party Licensors, and that all such information and any related communications (collectively, “Confidential Information”) are confidential and a fundamental and important trade secret of Foundry and/or the Third Party Licensors. If Licensee is a business user, Licensee shall disclose Confidential Information only to Licensee’s employees who are working on an Authorised Project and have a “need-to-know” such Confidential Information for the purposes of that Authorised Project, and shall advise any recipients of Confidential Information that it is to be used only as expressly authorised in the Agreement.

16.2. Licensee shall not at any time disclose Confidential Information or otherwise make any Confidential Information available to any other of Licensee’s employees or to any third parties without the express prior written consent of Foundry. This clause 16.2 shall not apply to any information that is in or comes into the public domain (other than as a result of Licensee’s breach of its obligations under the Agreement), or was in Licensee’s lawful possession before receipt or which Licensee develops independently and without breach of this clause. Licensee acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information, and that Foundry shall be entitled, without waiving any other rights or remedies, to such injunctive or other equitable relief as may be deemed proper by a court of competent jurisdiction.

16.3. Licensee agrees to segregate, to the extent it can be reasonably done, the Confidential Information from the confidential information and materials of others in order to prevent commingling. Licensee shall take reasonable security measures, which measures shall be at least as great as the measures Licensee uses to keep Licensee’s own confidential information secure (but in any case using no less than a reasonable degree of care), to hold the Confidential Information in strict confidence and safe custody. Foundry may request, in which case Licensee agrees to comply with, certain reasonable security measures as part of the use of the Services and Documentation.

16.4. Licensee acknowledges and agrees that Foundry may provide Licensee’s identity to any Third Party Licensor for legitimate purposes, including, but not limited to, that Third Party Licensor’s monitoring of Licensee’s use of its intellectual property rights and enforcement of its licence terms.

17. FEEDBACK

Licensee may, but is not required to, provide suggestions, comments, ideas, or know-how, in any form, to Foundry’s products, services or technology (“Feedback”). Any such Feedback shall be owned in full by Foundry and Foundry may use and incorporate such Feedback for any purpose, without payment of royalties or other consideration to Licensee. There shall also be no obligation to provide attribution for use of Feedback.

18. DATA PROTECTION AND INFORMATION

Data Protection

18.1. In this clause 18, the following definitions and rule of interpretation apply:

The following terms have the meanings specified in, and will be interpreted in accordance with, the GDPR: “controller”, “personal data”, “personal data breach”, “processing” (and any variations thereof, including “process” and “processed”) and “processor”.

“Data Protection Laws” means all laws and regulations relating to data protection, privacy and/or the processing of personal data which are from time to time applicable to Foundry and/or Licensee in connection with the provision or receipt of the Services, including (as applicable): (a) the GDPR; (b) the Data Protection Act 2018; and (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case as amended, superseded or replaced from time to time and together with any subordinate or related legislation made under or in connection with any of the foregoing.

“Data Subjects” means the individuals to whom the Personal Data relates, further details of which are set out in Appendix A.

“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679).

“GDPR” means (as applicable): (a) the EU GDPR; and/or (b) the UK GDPR.

“Information” has the meaning specified in clause 18.16.

“Personal Data” means any personal data processed by Foundry as a processor on Business Licensee’s behalf pursuant to Foundry’s provision of the Services, further details of which are set out in Appendix A.

“Personal Data Breach” means a personal data breach suffered by Foundry affecting the Personal Data.

“UK GDPR” has the meaning specified in the Data Protection Act 2018.

For the purposes of US State Privacy Laws (as defined in clause 18A), equivalent terms such as “business”, “controller”, “service provider” and “processor” shall have the meanings given to them under those applicable laws.

All Licensees

18.2. For information about Foundry’s processing of personal data (including to the extent that any Information constitutes personal data) as a controller for the purposes of the Data Protection Laws, please see our privacy notice which can be found at: https://www.foundry.com/privacy-notice, as may be updated by Foundry from time to time. Licensee acknowledges and agrees that it is aware of and agrees to, and undertakes to make all of its Authorised Users and Licensee Representatives (as defined in the Maintenance and Support Terms, as applicable) aware of, and procure they all agree to, the uses which Foundry will make of such personal data, the Information and of the terms of our privacy notice.

Consumers

18.3. If Licensee is an individual consumer and/or its use of the Services is carried out in the context of a purely personal or household activity (“Individual Licensee”), Individual Licensee acknowledges that Foundry may process any personal data comprised in Individual Licensee’s inputs into the Services, such as questions, prompts and other content input, uploaded or submitted, and in any AI Outputs. For further information about how Foundry processes such personal data as a controller, please see our privacy notice, which can be found at: https://www.foundry.com/privacy-notice, as may be updated by Foundry from time to time.

Business Users

18.4. To the extent that Licensee is a business user or otherwise uses the Services in the context of a commercial activity (“Business Licensee”), clauses 18.5 to 18.15 of this Agreement shall apply solely if and to the extent that Foundry processes any Personal Data on Business Licensee's behalf as a processor. For the avoidance of double, clauses 18.5 to 18.15 shall not apply to the extent that Licensee is an Individual Licensee.

18.5. Further details of the processing of the Personal Data are set out in Appendix A. Each party shall comply with its obligations under the Data Protection Laws in relation to its processing of the Personal Data, provided that:

(a) Business Licensee acknowledges and agrees that, for the purposes of the Data Protection Laws, it is the controller of the Personal Data and is solely responsible for compliance with its related obligations under the Data Protection Laws;

(b) in its use of the Services, Business Licensee shall not, and shall procure that its Authorised Users and Licensee Representatives do not, do or omit to do anything to cause Foundry to breach any of its obligations under the Data Protection Laws; and

(c) Licensee shall reasonably cooperate with Foundry to assist Foundry to comply with any of its obligations under the Data Protection Laws in connection with its provision of the Services.

18.6. Business Licensee represents and warrants that it has provided all required notices, and has and shall maintain throughout the Subscription Period all required rights, consents and authorisations under the Data Protection Laws, to lawfully provide the Personal Data to Foundry and to authorise Foundry to process the Personal Data in connection with this Agreement.

18.7. Foundry shall only process the Personal Data to the extent required for the provision of the Services and in accordance with Business Licensee’s documented instructions, in each case unless otherwise required by applicable law to which Foundry is subject, in which case Foundry shall (unless prohibited by applicable law) inform Business Licensee of that legal requirement before carrying out the processing.

18.8. For the purposes of clause 18.7, the parties agree that this Agreement and the provision of the Services on the terms set out in this Agreement constitute Business Licensee’s documented instructions with respect to Foundry’s processing of the Personal Data. Foundry shall promptly inform Business Licensee if it becomes aware that Business Licensee's instructions infringe the Data Protection Laws, provided that Foundry shall not under any circumstances be deemed to be providing (or otherwise responsible or liable to Business Licensee in respect of) any form of legal advice regarding the Data Protection Laws.

18.9. In its processing of the Personal Data, Foundry shall:

(a) ensure that all persons it authorises to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

(b) taking into account the nature of the processing, implement appropriate technical and organisational measures to ensure the security of the Personal Data;

(c) subject to the remainder of this clause 18.9(c) and taking into account the nature of the processing, at Business Licensee’s sole cost and expense (which, for the avoidance of doubt will be in addition to the Licence Fee), provide Business Licensee with such assistance as Business Licensee may reasonably request, in so far as this is possible, in order for Business Licensee to respond to any lawful requests from or on behalf of any Data Subjects to exercise their rights under the Data Protection Laws in respect of the Personal Data. Foundry shall not be required to provide such assistance to the extent that: (i) Business Licensee is reasonably able to respond to any such request without Foundry’s assistance; and/or (ii) the relevant request is not made in accordance with the Data Protection Laws; and

(d) subject to the remainder of this clause 18.9(d) and taking into account the nature of the processing and the information available to Foundry, at Business Licensee’s sole cost and expense (which, for the avoidance of doubt will be in addition to the Licence Fee) provide Business Licensee with such assistance as Business Licensee reasonably requests to enable Business Licensee to comply with its obligations under the Data Protection Laws regarding the security of the Personal Data, conducting any required data protection impact assessments and any related consultations with supervisory authorities (including pursuant to Articles 32, 35 and 36 of the GDPR). Foundry shall not be required to provide such assistance, in each case to the extent Business Licensee is reasonably able to comply with such obligations without Foundry’s assistance.

18.10. Business Licensee hereby provides Foundry with a general authorisation for Foundry to engage the third-party processors identified in the list at www.foundry.com to process Personal Data in connection with the Services (each a “Subprocessor”). In the event that Foundry wishes to add and/or replace a Subprocessor, Foundry shall provide Business Licensee at least thirty (30) days’ prior written notice of the relevant addition and/or replacement, which may be given by updating the list at www.foundry.com and providing Business Licensee with email notice of such update (“Notice”). Business Licensee may object to such addition or replacement within ten (10) days of receipt of the Notice solely on objectively verifiable and reasonable grounds that the addition or replacement is likely to cause Business Licensee to be in breach of the Data Protection Laws. If no objection from Business Licensee is received by Foundry within ten (10) days of Business Licensee’s receipt of the Notice, Business Licensee shall be deemed to have approved the addition or replacement. If Business Licensee objects to Foundry appointing or replacing a Subprocessor in accordance with this clause 18.10, the parties shall work together in good faith to determine a mutually acceptable solution. If a solution acceptable to both parties has not been agreed within fourteen (14) days then either party may terminate this Agreement immediately on written notice, and without liability, to the other party.

18.11. Foundry shall ensure that it has a contract in place with each Subprocessor that includes terms which are substantially similar to those set out in clauses 18.7 to 18.15. Subject at all times to the limitations of liability set out in clause 14, Foundry shall remain liable to Business Licensee for the performance of each Subprocessor’s obligations.

18.12. Business Licensee acknowledges and agrees that Foundry may transfer the Personal Data to Subprocessors located outside the UK or European Economic Area, provided such transfers are conducted in accordance with Chapter V of the GDPR.

18.13. Upon becoming aware of a Personal Data Breach, Foundry shall inform Business Licensee without undue delay and, taking into account the nature of the processing and the information available to Foundry, shall provide such timely information available to Foundry and reasonable cooperation as Business Licensee may require in order for Business Licensee to fulfil its personal data breach reporting obligations under the Data Protection Laws. For the avoidance of doubt, any notification by Foundry to Business Licensee in respect of any Personal Data Breach will not constitute an acknowledgement of fault or liability in respect of such incident.

18.14. Where required by the Data Protection Laws, on request Foundry shall make available to Business Licensee all information necessary to demonstrate compliance with its obligations under clauses 18.7 to 18.15 and permit Business Licensee (directly or through a third-party auditor subject to appropriate written confidentiality obligations) to audit Foundry’s compliance with such obligations. Foundry will provide for such audits by allowing Business Licensee to review confidential summary reports (“Audit Reports”) prepared by a third-party of Foundry’s selection. If Business Licensee can demonstrate that it requires additional information beyond the Audit Reports in order to comply with the Data Protection Laws, then Business Licensee may, at its own expense, request to conduct a more extensive audit subject to the following conditions:

(a) all audits shall be subject to appropriate written confidentiality obligations to Foundry’s reasonable satisfaction;

(b) all audits shall be carried out during Foundry’s business hours and upon reasonable written notice which shall not be less than 30 days;

(c) all audits shall be limited to the Personal Data and the scope of the audit shall be agreed between Foundry and Business Licensee in advance;

(d) all audits shall be conducted in a way which limits interference with Foundry’s day-to-day business;

(e) the ability to audit shall not include access to any information that could compromise confidential information relating to other Foundry Licensees, customers or suppliers, Foundry’s proprietary technology or any trade secrets; and

(f) audits shall be undertaken no more than once in any twelve (12)-month period, except where required by a competent supervisory authority under the Data Protection Laws.

18.15. Unless Business Licensee provides Foundry with thirty (30) days' prior written notice, upon termination or expiry of this Agreement (howsoever arising), Foundry shall delete all Personal Data (including all copies of Personal Data) in its possession or control. Where Business Licensee has provided Foundry with thirty (30) days' prior written notice, Foundry shall, at Business Licensee’s request, return all Personal Data (including copies of Personal Data) in its possession or control to Business Licensee.

18A US State Privacy Law Compliance (Business licencees)

This clause 18A applies solely to the extent that Foundry processes personal information on behalf of a Business Licensee that is subject to applicable US. state consumer privacy laws, including, without limitation the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”), the Colorado Privacy Act, the Virginia Consumer Data Protection Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act and any similar US state privacy laws (collectively, “US State Privacy Laws”).

18A.1 For purposes of the US State Privacy Laws, Business Licensee is the “business” or “controller” and Foundry acts as a “service provider” or “processor”, as applicable.

18A.2 Foundry shall:
(a) process personal information solely for the limited and specified purposes set out in this Agreement and shall not process personal information outside the direct business relationship between Foundry and Business Licensee.

(b) not sell, share, or use personal information for targeted advertising (as such terms are defined under applicable US State Privacy Laws);

(c) not retain, use, or disclose personal information for any purpose other than for the specific purpose of performing the Services or as otherwise permitted under applicable law;

(d) not combine personal information received from Business Licensee with personal information received from other sources except as permitted under US State Privacy Laws;

(e) ensure that persons authorised to process personal information are subject to appropriate confidentiality obligations;

18A.3 Foundry shall impose contractual obligations on any Subprocessor that are substantially similar to those set out in this clause 18A.

18A.4 Taking into account the nature of the processing, Foundry shall provide reasonable assistance to enable Business Licensee to respond to verified consumer requests under applicable US State Privacy Laws.

18A.5 Foundry shall provide information reasonably necessary to demonstrate compliance with this clause and shall notify Business Licensee if it determines it can no longer meet its obligations under US State Privacy Laws.

18A.6 Upon termination or expiration of the Agreement, Foundry shall delete or return personal information in accordance with clause 18.15, unless retention is required by applicable law.

18A.7 Foundry shall make available to Business Licensee information reasonably necessary to demonstrate compliance with this clause 18A, consistent with clause 18.14.

Information

18.16. The Services and the Software may include mechanisms to access and collect limited information from computer(s) on which it is accessed and used and from any IT systems to which those computer(s) may be connected (including any system registry files) and transmit it to Foundry and/or its resellers, including the ability to locally cache such information on such computers. Such information (the “Information”) may include details of relevant license(s) to Foundry products, details of computer and network equipment, details of the operating system(s) in use on such computer equipment, email domain relating to owners of such computer and network equipment, the location of the computer(s) on which the Services are accessed and used and the profile and extent of use of the different elements of the Services, the Software and other Foundry software. Foundry may use the Information to: (a) model the profiles of usage, hardware and operating systems in use collectively across its customer base in order to focus development and support; (b) to provide targeted support to individual customers; (c) to ensure that the usage of the Services by Licensee is in accordance with the Agreement and does not exceed any user number or other limits on its use; (d) to confirm the identity of Licensee, to identify unlicensed use of the Services (including use of pirated or other unlicensed copies of the Software) and to assist Foundry (and its resellers and any enforcement bodies) in contacting any unlicensed users of the Services and seeking to terminate unlicensed use of the Services; and (e) to advise Licensee about any maintenance and/or service issues such as available upgrades.

18.17. By accessing or using the Software, Licensee: (a) warrants that it is entitled to control access to the computer(s) on which the Services are accessed and used and any IT systems to which they may be connected; and (b) irrevocably authorises Foundry (through the use of the Services) to access such computer(s) and IT systems (including any system registry files) and collect the Information from them and to transmit that Information to Foundry and its resellers (and any enforcement bodies) and use it for the purposes identified at clause 18.16.

19. GOVERNMENT LICENCE RIGHTS

All Software, including all components thereof, and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the Agreement may be incorporated, a government end user will acquire the Software and Documentation with only those rights set forth in the Agreement. Use of either the Software or Documentation or both constitutes agreement by the government that all Software and Documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein. The Software is the subject of the following notices:

* Unpublished- rights reserved under the Copyright Laws of the United Kingdom.

20. SURVIVAL

Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

21. IMPORT/EXPORT CONTROLS AND SANCTIONS

To the extent that any Services or Software made available under the Agreement is subject to restrictions upon export and/or re-export from any applicable jurisdiction (including the United States), Licensee agrees to comply with, and not act or fail to act in any way that would violate, applicable international, national, state, regional or local laws and regulations, including, without limitation, the U.S. Export Administration Act and the Export Administration Regulations, the regulations of the U.S. Department of Treasury Office of Foreign Assets Control, the International Traffic in Arms regulations, the United States Foreign Corrupt Practices Act, the UK Export Control Act 2002 and the UK Export Control Order 2008 (collectively, “Export Laws”) as those laws may be amended or otherwise modified from time to time, and neither Foundry nor Licensee shall be required under the Agreement to act or fail to act in any way which it believes in good faith will violate any such laws or regulations. Without limiting the foregoing, Licensee agrees that it will not sell, supply, transfer, export or re-export, directly or indirectly, Foundry’s Services, Software or related products and services, or any commodity, technology, technical data, software or service that incorporates, contains or is a direct product of Foundry’s Services, Software, products and/or services: (a) in violation of the Export Laws; (b) to any country for which an export licence or other governmental approval is required at the time of export, without first obtaining all necessary export licenses or other approvals; (c) to any country, or national or resident of a country, to which trade is embargoed by the United States and/or sanctioned by the United Kingdom or the European Union; (d) to any person or firm on any government agency’s list of blocked, denied or barred persons or entities, including but not limited to the U.S. Department of Commerce’s Denied Persons List and Entities List, and the U.S Treasury Department’s Specially Designated Nationals List; (e) to the Russian Federation and/or Belarus or for use in the Russian Federation and/or Belarus; or (f) for use in any nuclear, chemical or biological weapons, or missile technology end-use. Licensee warrants and represents that it is not subject to any Export Law, sanction and/or other form of trading compliance restriction or regulation which may limit or prohibit its right to access or use the Services or the Software in accordance with this EULA.

22. MISCELLANEOUS

22.1. The Agreement is the exclusive agreement between the parties concerning its subject matter and supersedes any and all prior oral or written agreements, negotiations, or other dealings between the parties concerning such subject matter. Licensee acknowledges that Licensee has not relied upon any representation or collateral warranty not recorded in the Agreement inducing it to enter into the Agreement.

22.2. The Agreement may be modified only in writing, by Foundry, at any time. Any such modified terms will become effective upon posting a revised version on Foundry’s website. It is Licensee’s responsibility to check the Foundry website regularly for modifications to the Agreement.

22.3. Foundry shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

22.4. The failure of either party to enforce any rights granted under the Agreement or to take action against the other party in the event of any such breach shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

22.5. If Foundry fails to insist that Licensee performs any obligation under the Agreement, or delays in doing so, that will not mean that Foundry has waived its rights or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy by Foundry.

22.6. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

22.7. Unless Licensee is a consumer, Licensee agrees that Foundry may refer to Licensee as a client or a user of the Services, may display its logo(s) for this purpose and may publish quotations and testimonials from Licensee, its directors, partners, officers or employees. Foundry agrees to promptly cease any such use on Licensee’s written request.

22.8. Foundry and Licensee intend that each Third Party Licensor may enforce against Licensee under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) any obligation owed by Licensee to Foundry under this EULA (or any associated Third Party Licensor terms) that is capable of application to any proprietary or other right of that Third Party Licensor in or in relation to the Services. Foundry and Licensee reserve the right under section 2(3)(a) of the Act to rescind, terminate or vary this EULA without the consent of any Third Party Licensor.

22.9. Email Address for General Correspondence: Licensee shall notify Foundry of an email address for the provision of any correspondence in connection with the Agreement and shall notify Foundry via licenses@foundry.com of any change(s) to that email address. Please note, the email address you provide is important for the provision of information and notices to you, including in relation to the auto-renewal of any Subscription Licence (if applicable). It is your responsibility to provide and maintain an up-to-date email address. Foundry shall store details of and may use the email address to notify you in accordance with the terms of the Agreement.

23. NOTICES

Any legal notices from Licensee to Foundry should be sent via postal mail or international delivery to The Foundry Visionmongers Ltd, 5 Golden Square, London, W1F 9HT, addressed to The General Counsel. These notices will be effective upon receipt by Foundry. Additionally, a copy of the notice should be emailed to Foundry at legal@foundry.com. Unless otherwise agreed in writing, any notices from Foundry to Licensee will be provided either: (a) by email to the registered email address associated with Licensee’s account; or (b) in any other reasonable manner that involves specific notification to Licensee. Notices from Foundry to Licensee will be effective one (1) day after being sent by email and five (5) days after being posted or sent by international delivery service. Licensee agrees that service of process may be effected on Licensee by registered mail sent to the last known address on record with Foundry, if permitted by applicable law.

24. COMPLAINTS & ONLINE DISPUTE RESOLUTION PLATFORM

If Licensee has a complaint, in the first instance, it should contact Foundry on licenses@foundry.com or through the Support Portal: https://support.foundry.com/hc/en-us (for technical support and bug reports), or Licensee can request a call back from the Sales team here: https://www.foundry.com/contact-us.

25. GOVERNING LAW & JURISDICTION

25.1 The Agreement and any dispute or claim (including, unless Licensee is a consumer, non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

25.2 Save in respect of injunctive relief and as otherwise provided in Clause 26, the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation, subject to any right that Licensee as a consumer may have to bring proceedings or to have proceedings brought against them in a different jurisdiction.

26. SPECIAL PROVISIONS FOR UNITED STATES CONSUMER LICENSEES

This Clause 26 applies to Licensees that are natural persons who download or use the Software for personal, domestic or private purposes (not for commercial, business or professional purposes) and that are located in, or that download or use the Software in, the United States (US Consumer Licensees). In the event of any conflict between this Clause 26 and any other provision of this EULA (including Clause 25), this Clause 26 shall govern with respect to US Consumer Licensees.

26.1 Binding Arbitration

Any Dispute (as defined below) between Foundry and a US Consumer Licensee shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules ("Consumer Rules") in effect at the time the Dispute is submitted, except as modified herein. Dispute means any claim, controversy or dispute between Foundry and Licensee arising out of or relating to this Agreement, the Software, or the relationship between the parties, whether based in contract, statute, regulation, tort (including negligence), fraud, misrepresentation or any other legal theory. Foundry and Licensee each agree that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs this Clause 26.1.

(a) Process. Either party may initiate arbitration by providing written notice of the Dispute to the other party and submitting a demand to the AAA in accordance with the Consumer Rules. Before initiating arbitration, the parties agree to attempt to resolve the Dispute informally for a period of thirty (30) days following written notice.

(b) Arbitrator and venue. Arbitration shall be conducted by a single arbitrator selected in accordance with the Consumer Rules. Unless you and Foundry agree otherwise, any in-person hearing shall be held in the US county in which you reside or, if you do not reside in the United States, in New York County, New York. For claims that do not require a hearing, the arbitration may be conducted by telephone, videoconference, or written submissions.

(c) Fees. The allocation of arbitration fees and costs shall be governed by the Consumer Rules. Foundry will pay all AAA filing, administrative and arbitrator fees for any Dispute where the amount claimed does not exceed US$10,000, unless the arbitrator finds the claim frivolous.

(d) Remedies. The arbitrator may award any individual remedy available under applicable law, including monetary damages, injunctive relief and statutory damages. The arbitrator shall have no authority to award relief beyond what is available to an individual claimant under applicable law.

(e) Small claims. Notwithstanding the foregoing, either party may elect to bring an individual action in a small claims court of competent jurisdiction for Disputes within the scope of that court's jurisdiction, in lieu of arbitration.

(f) Public injunctive relief. Notwithstanding any other provision of this Clause 26, nothing herein shall be construed to waive, limit or restrict any right that a US Consumer Licensee may have to seek public injunctive relief under applicable state consumer protection law (including, without limitation, California's Consumers Legal Remedies Act, Unfair Competition Law, or False Advertising Law) in a court of competent jurisdiction. Any such claim for public injunctive relief shall be stayed in the court pending resolution of any related individual claims in arbitration.

(g) Intellectual property. Either party may bring a claim in a court of competent jurisdiction — without first initiating arbitration — to the extent the claim seeks injunctive or other equitable relief to protect or enforce intellectual property rights, including claims arising from unauthorized copying, distribution, reverse engineering, or misuse of the Software. The filing of such a claim shall not waive the right to arbitrate any other aspect of the Dispute, and any related damages claims shall remain subject to arbitration under this Clause 26.1.

26.2 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE AND FOUNDRY EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR TO PRESIDE OVER ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

If any portion of this waiver is found unenforceable with respect to a particular claim, that claim shall be severed and may proceed in a court of competent jurisdiction consistent with Clause 26.5; all remaining claims shall proceed in individual arbitration. This class action waiver does not apply to any claim for public injunctive relief, which is governed by Clause 26.1(f) above.

26.3 Opt-Out Right

You may opt out of the arbitration agreement and class action waiver in this Clause 26 by sending written notice to legal@foundry.com with the subject line "Arbitration Opt-Out" within thirty (30) days of the date you first accept this EULA or download the Software. Your notice must include your name, the email address associated with your Foundry account, and a statement that you wish to opt out. If you opt out, all Disputes will be resolved as set out in Clause 26.5 and the class action waiver in Clause 26.2 will not apply to you.

26.4 Severability

If the class action waiver in Clause 26.2 is found wholly unenforceable in connection with any particular Dispute, then the agreement to arbitrate in Clause 26.1 shall not apply to that Dispute and it shall be litigated in a court of competent jurisdiction consistent with Clause 26.5. If any provision of Clause 26.1 other than the class action waiver is found unenforceable, that provision shall be severed and the remaining provisions of Clause 26.1 shall remain in full force and effect.

26.5 Governing Law and Jurisdiction

This Agreement and any non-arbitrable Dispute shall be governed by the laws of the state in which you reside, to the extent such laws apply and provide protections that cannot be waived by contract; provided that where no state-specific mandatory law applies, the law of the State of New York shall govern, without regard to conflict of laws principles. Nothing in this Clause 26 limits any rights you may have under the mandatory consumer protection laws of your state of residence that cannot be excluded by contract, including the California Consumers Legal Remedies Act, the California Unfair Competition Law, or equivalent statutes in other states. For any non-arbitrable Dispute, Foundry consents to personal jurisdiction in the state and federal courts located in the county in which you reside.

26.6 No Waiver of Statutory Consumer Rights

Nothing in this Clause 26, or elsewhere in this EULA, shall limit or exclude any rights you may have under applicable US federal or state consumer protection law that cannot lawfully be waived or modified by contract, including rights relating to automatic renewal disclosures, cancellation, and refunds under applicable state automatic renewal laws.

26.7 Mass Filing and Batch Arbitration Procedures

(a) Application. This Clause 26.7 applies where twenty-five (25) or more demands for arbitration are filed against Foundry raising substantially similar claims, arising from substantially similar facts or circumstances, and represented by the same counsel or coordinated counsel (a "Mass Filing"). Foundry and Licensee agree that a Mass Filing shall be administered in accordance with the procedures set out in this Clause 26.7 in lieu of the standard AAA Consumer Arbitration Rules filing and administration procedures, except as otherwise provided herein.

(b) Notice and Meet and Confer. Counsel filing demands that constitute or are reasonably anticipated to constitute a Mass Filing shall notify Foundry and the AAA in writing at the time of filing. Upon identification of a Mass Filing, the parties and their counsel shall meet and confer within thirty (30) days to attempt to agree on a process for administering the demands efficiently, including any bellwether or representative case selection procedure. Foundry shall not be required to respond to any individual demand within a Mass Filing until the meet-and-confer process has concluded or the thirty (30) day period has expired, whichever is earlier.

(c) Batching Procedure. If the parties do not reach agreement during the meet-and-confer period, the following batching procedure shall apply:

(i) The AAA shall randomly select, and the parties shall arbitrate, an initial batch of no more than twenty-five (25) demands (the "Initial Batch"). Each demand in the Initial Batch shall be assigned to a separate arbitrator and proceed as an individual arbitration under the AAA Consumer Arbitration Rules.

(ii) Upon conclusion of the Initial Batch, the parties shall again meet and confer for a period of thirty (30) days to discuss resolution of the remaining demands in light of the Initial Batch outcomes.

(iii) If the remaining demands are not resolved following the second meet-and-confer period, subsequent batches of no more than fifty (50) demands at a time shall be selected by the AAA and administered sequentially in the same manner as the Initial Batch. No subsequent batch shall commence until the preceding batch has concluded.

(iv) The statute of limitations and any filing deadlines applicable to demands within a Mass Filing shall be tolled from the date the first demand in the Mass Filing is filed until the date the relevant demand is selected for a batch and an arbitrator is appointed.

(d) Bellwether Effect. The parties agree that the outcomes of the Initial Batch are intended to inform, but shall not be binding on, the resolution of subsequent batches or any remaining demands. Nothing in this Clause 26.7 shall preclude the parties from agreeing at any stage to a global mediation or other alternative resolution process.

(e) Fees in Mass Filings. Notwithstanding Clause 26.1(c), in the event of a Mass Filing, the allocation of AAA filing fees and administrative costs shall be governed by the AAA's Mass Arbitration Supplementary Rules in effect at the time of filing, to the extent not inconsistent with this Clause 26.7.

(f) Court Proceedings for Non-Compliant Mass Filings. If the procedures in this Clause 26.7 are held unenforceable with respect to a Mass Filing, or if claimants within a Mass Filing fail to comply with this Clause 26.7, Foundry may seek a court order staying the arbitration proceedings and compelling compliance with these procedures. The parties agree that a court of competent jurisdiction shall have authority to enforce this Clause 26.7 and to grant appropriate relief, including consolidation or sequencing of demands, without affecting the enforceability of the agreement to arbitrate in Clause 26.1 or the class action waiver in Clause 26.2.

(g) No Waiver of Class Action Waiver. Nothing in this Clause 26.7 shall be construed as permitting, authorizing or creating a class action, collective action or representative proceeding. Each demand within a Mass Filing remains an individual arbitration. The batching procedure in Clause 26.7(c) is an administrative mechanism only and does not alter the individual nature of each claimant's claim or Foundry's defences thereto.

Last updated March 2026.

APPENDIX A – PROCESSING DETAILS

Nature and purposes of processing:

The provision of the Services to the Business Licensee. This may include the following basic processing activities, in each case to the extent required for the provision of the Services:

receiving data, including collection, accessing, retrieval and recording;
storing and using data;
enabling access to the data by the Business Licensee;
returning data to the Business Licensee; and
erasing data, including deleting or destroying data.

Categories of Personal Data:

Business Licensee may input personal data into the Services to generate AI Outputs and personal data may be contained in any AI Outputs generated. The categories of such personal data will depend upon Business Licensee’s use of the Services, which is determined and controlled by Business Licensee in its sole discretion, but may include, for example, names and any personal data (if applicable) comprised in images or video content.

Categories of Data Subjects:

Individuals whose personal data is input by Business Licensee into the Services and generated by the Services as AI Outputs, as determined by Business Licensee in its sole discretion.

Duration of the processing:

The term of the Agreement.