On-prem End User License Agreement (EULA).

PLEASE READ THIS EULA CAREFULLY BEFORE ORDERING OR DOWNLOADING OR USING ANY SOFTWARE PRODUCTS 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 15 WHERE WE LIMIT OUR LIABILITY TO USERS OF OUR SOFTWARE PRODUCTS; (C) CLAUSE 19.2 REGARDING THE DATA WE MAY COLLECT AND HOW WE MAY USE IT; AND (D) CLAUSE 19.3 WHERE YOU AUTHORISE FOUNDRY TO USE THE SOFTWARE TO ACCESS AND COLLECT CERTAIN INFORMATION FROM YOUR COMPUTER NETWORKS AND TO TRANSMIT THIS INFORMATION TO FOUNDRY.

IMPORTANT NOTICE TO ALL USERS: BY DOWNLOADING AND/OR INSTALLING AND/OR USING THIS SOFTWARE 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 DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.

IMPORTANT NOTICE TO CONSUMERS WHO PURCHASE SOFTWARE PRODUCTS 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 INSTALL THE SOFTWARE OR LOGIN TO AN INDIVIDUAL LOGIN OR TEAM LOGIN LICENSE. THIS DOES NOT AFFECT YOUR CONSUMER RIGHTS IN RELATION TO DEFECTIVE PRODUCTS OR SERVICES.

This END USER LICENSE AGREEMENT (“EULA”) is, in cases where you purchase our product(s) 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 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 of which you will purchase the products and services of Foundry (the “Agreement”). In cases where you purchase our product(s) 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 product(s), including this EULA.

Foundry reserves the right to refuse to grant a License (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 software license, in connection with any other agreed terms between Foundry and the Licensee, to use any 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 (subject to clause 2.1(b) below) and non-exclusive license to download, install and use a machine readable, object code version (subject to clauses 3 and 4 below) of the software program(s) purchased by Licensee (the “Software”) together with, and in accordance with, any accompanying user guide and other documentation (the “Documentation”), solely for Licensee’s, where the Licensee is a business, own internal purposes or, where the Licensee is a consumer, domestic and private purposes (the “License”); provided, however, that Licensee’s right to download, install and use the Software and the Documentation is limited to those rights expressly set out in this EULA.

1.2. Some types of license models set out in clause 2.1 limit the installation and use of the 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 use the Software outside the Home Country if traveling or working outside the Home Country on a temporary basis provided that: a) such use does not exceed 70 days in aggregate in any rolling twelve month period or, in the case of any license which lasts for less than twelve months, does not exceed the number of days representing 20% of the term of the license. Notwithstanding any other terms, our Software may not be accessed or used in countries which are subject to import/export controls or sanctions, as further detailed in clause 23.

1.3. Only to the extent that is proportionate to, and reasonably necessary to support, Licensee’s licensed use of the Software in accordance with the Agreement, Licensee may (provided valid license keys or license entitlements have been obtained) install the Software on more than one computer, provided always that Licensee’s concurrent use of different installations of the Software does not exceed the number of valid Licenses that Licensee has paid for or licensed (as applicable). Where Licensee has purchased an Enterprise License, Licensee may install the Software on more than one computer, pursuant to the terms of the specific Enterprise License Agreement for that Licensee.

2. LICENSE MODELS

2.1 For each Software product that you purchase from Foundry, the product will be licensed (and not sold) to you on a subscription basis (or a rental basis, if available) in accordance with one or more of the license models set out in this clause 2.1 and clause 2.2, 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 Software products of Foundry, and certain Software products may be sold on an Enterprise License basis (as set out in the definitions below). Whichever licensing model applies, Licensee shall not, at any one time, use more copies of the Software than the total number of valid licenses purchased by Licensee (other than in relation to Enterprise Licenses, in which case the total number of users shall be in accordance with the terms of the specific Enterprise License Agreement for that Licensee). In addition to the terms expressly stated in this EULA, by using any tool, plug-in, SDK or other functionality in conjunction with the Software 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) “Educational License” means a License that has been purchased by an educational institution in accordance with Foundry’s eligibility criteria as published on its website and amended from time to time (at https://www.foundry.com/education/students).

If Licensee has purchased the Software on the discounted terms of Foundry’s educational program and eligibility criteria as published on its website and amended from time to time, Licensee warrants and represents to Foundry as a condition of the Educational License that: (i) it is an educational institution that will use the Software only for the purpose of training and instruction, and for no other purpose, (ii) Licensee will at all times comply with any eligibility criteria and guidelines in respect of the Educational License, as may be communicated to a Licensee and/or published on Foundry’s website and amended from time to time, and (iii) use of the Software shall be limited to any site in the Home Country. Unless the Educational License is a Floating License, Licensee shall use the Software on only one computer at a time.

(b) “Enterprise License” means a License that is available for certain software only, relating to large-scale commercial deployments to enable a specific number of users to access the Software within an enterprise environment, with specific additional terms and support arrangements, as agreed separately in an Enterprise License Agreement in writing between Foundry and the Licensee. Use of the Software shall be limited to any site in the Home Country, unless agreed otherwise in the Enterprise License Agreement. Any Enterprise License may also be subject to an additional Enterprise License agreement, as agreed between the Licensee and Foundry (the “Enterprise License Agreement”).

(c) “Graduate License” means a License that has been purchased by a graduate in accordance with Foundry’s eligibility criteria as published on its website and amended from time to time (at https://www.foundry.com/education/students).

If Licensee has purchased the Software on the discounted terms of Foundry’s Graduate Licence, Licensee warrants and represents to Foundry as a condition of the Graduate Licence that the Licensee has graduated from a university or tertiary education institute no more than six (6) months prior to the grant of the Graduate Licence. The Licensee may use the Software in a personal capacity only (namely, as a sole trader or freelancer). For the avoidance of doubt, Licensee may not use the Graduate License in connection with any work or employment, whether paid or unpaid, or other such collaborations with studios or similar organisations. Foundry reserves the right to require evidence of graduation by the Licensee. Use of the Software shall be limited to any site in the Home Country.

(d) (“Individual Login License”

If Licensee purchases an Individual Login License, Licensee warrants and represents that Licensee is a natural person and that only Licensee shall use the Software. Licensee will be issued with log in details and may use the Software on any number of computers (but not simultaneously). Use of the Software shall be limited to any site in the Home Country.

(e) “Mari indie”

Variants of Mari with limited functionality as described in the Documentation are available to purchase. If Licensee has purchased such a variant, Licensee warrants and represents to Foundry as a condition of the Agreement that: (i) Licensee is a natural person; or (ii) Licensee is an entity in the direct ownership of a single natural person; (iii) Licensee will only access and/or use one copy of the Software; and (iv) only Licensee will use the Software.

(f) “Mari Individual Subscription License”

If Licensee purchases a Mari Individual Subscription License then: (a) Licensee warrants and represents that Licensee is a natural person and that only Licensee will use the Software; (b) Licensee shall not share its login details for the Software with any third party; (c) Licensee may use the Software on different computers which may be located anywhere and use is not restricted to the Home Country; (d) Licensee may use the License on different computers, subject to (i) a maximum of two computer authorisations at any one time and (ii) no more than one concurrent user at any one time; (e) Licensee shall not purchase or use more than one Mari Individual Subscription License; and (f) the provisions of clause 8 shall apply.

(g) “Non-Commercial License”

If the License is a Non-Commercial License, Licensee warrants and represents that Licensee is a natural person, that they will only access and/or use one copy of a Non-Commercial License for personal, recreational and non-commercial purposes and that only Licensee will use the Software. Under a Non-Commercial License, Licensee will not use the Software: (a) in conjunction with any other copies or versions of the Software, under any type of License model; (b) for any commercial, professional, for-profit and/or on-sale purpose or otherwise to provide any commercial service(s) to a third party (whether or not for financial or other reward and including for education, instruction of or demonstration to any third party for commercial purposes); (c) in the course of any employment or business undertaking of Licensee; (d) on any commercial premises during business hours (except where use of the Software is solely for a personal, recreational, educational or other non-commercial purpose); and/or (e) to create any commercial tools or plug ins.

(h) “Nuke Indie License”

If Licensee purchases a License for Nuke Indie, then: (a) Licensee warrants and represents that Licensee (i) is a natural person and that only Licensee will use the Software; (ii) is working independently and shall not use the Nuke Indie License in a pipeline with other Nuke commercial or Nuke Indie licenses, whether those licenses are held by the Licensee, other individuals or other businesses or organisations; and (iii) earns less than $100,000 USD (or local equivalent) a year; and (iv) that Licensee satisfies all criteria set out in Foundry’s Nuke Indie Eligibility Requirements as published on its website and which may be amended from time to time (the “Nuke Indie Eligibility Requirements”); (b) Licensee shall not share its login details for the Software with any third party; (c) Licensee shall not purchase or use more than one Nuke Indie License; (d) Licensee may use the License on different computers, subject to (i) a maximum of two computer authorisations at any one time and (ii) no more than one concurrent user at any one time; and (e) Licensee shall use the Software in accordance with terms of the Nuke Indie Eligibility Requirements, including abiding by any functional restrictions; and (f) the provisions of clause 8 shall apply.

(i) “Nuke Stage License”

If Licensee purchases a Nuke Stage License, then: (a) Licensee may use the Software on any number of computers, provided that the number of concurrent Nuke Stage Output Device(s) shall never exceed the total number of valid Nuke Stage Floating Licenses purchased by Licensee; and (b) use of the Software shall be limited to any site in the Home Country. “Nuke Stage Output Device(s)” shall mean one region designated for rendered output, which may be mapped to one endpoint such as display windows, SDI outputs, files, or other render targets. If Licensee chooses to use the OptiTrack functionality as part of a Nuke Stage Licence, Licensee acknowledges and agrees that its use of this functionality is subject to the terms of OptiTrack’s Plugins EULA available at https://optitrack.com/about/legal/eula.html (“OptiTrack Plugins EULA”). Licensee agrees to abide by the terms of OptiTrack Plugins EULA. The OptiTrack Plugin EULA applies in addition to any other provisions in this EULA relating to Third Party Licensors. If there is any conflict or inconsistency between this EULA and the OptiTrack Plugin EULA, the OptiTrack Plugin EULA shall take precedence if the conflict or inconsistency relates to the Optitrack Plugin itself.

(j) “Offline Floating License”

If Licensee purchases an Offline Floating License, then: (a) Licensee may use the Software on any number of computers, provided that the number of concurrent users shall never exceed the total number of valid Offline Floating Licenses purchased by Licensee; and (b) use of the Software shall be limited to any site in the Home Country.

(k) “Offline Node Locked License”

If Licensee purchases an Offline Node Locked License, Licensee will install and use only a single copy of the Software on only one computer at a time in the Home Country.

(l) “Rental License” means a License that has been purchased by a Licensee on a rental basis.

If Licensee has purchased the Software on a rental basis, the License shall be limited to the term of the rental as agreed in writing with Foundry after which it shall automatically expire.

(m) “Student License”means a License (whether purchased or provided free of charge) issued to a student in accordance with Foundry’s eligibility criteria as published on its website and amended from time to time (at https://www.foundry.com/education/students).

If Licensee has purchased the Software on the discounted terms of Foundry’s student program and eligibility criteria as published on its website and amended from time to time, Licensee warrants and represents to Foundry as a condition of the Student License that: (i) the Licensee is a part-time or full-time student at the time of purchase and will not use the Software for any commercial, professional or for-profit purposes; (ii) Licensee will at all times comply with any eligibility criteria and guidelines in respect of the Student License, as may be communicated to a Licensee and/or published on Foundry’s website and amended from time to time, and (iii) use of the Software shall be limited to any site in the Home Country. Unless the Student License is a Floating License, Licensee shall use the Software on only one computer at a time.

(n) “Subscription License” means a License that has been purchased on a subscription basis, as set out below.

If Licensee has purchased the Software on a subscription basis then: (a) the License 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.

(o) “Team Login License”

If Licensee purchases a Team Login License, then: (a) Licensee may use the Software on any number of computers, provided that the number of concurrent users shall never exceed the total number of valid Team Login Licenses purchased by Licensee; (b) use of the Software shall be limited to any site in the Home Country; and (c) use of the Software, and changes to the user authorizations within Licensee’s team organization(s), shall be in accordance with any Team Login License guidance and instructions, as published on Foundry’s website and which may be amended from time to time.

(p) “Trial License”

Licensee may register for a “Trial License” of the Software (not available for all products or in all regions or markets). A Trial License is for product evaluation and learning purposes only and may only be used by a natural person. A Trial License lasts a limited specified period, on the expiry of which the Software will automatically cease to function. Foundry may terminate any Trial License for convenience immediately on notice to Licensee. Licensee will use the Software for product evaluation and learning purposes only.

2.2 If Licensee has purchased a License that permits “non-interactive” use of the Software (“Headless Rendering”), Licensee is authorized to use a non-interactive version of the Software for rendering purposes only (i.e. without a user, in a non-interactive capacity) and shall not use such Software on workstations or otherwise in a user-interactive capacity. Headless Rendering is not available on all products. In all cases, Headless Rendering licenses may be used on any number of computers, provided that the number of concurrent computers shall never exceed the total number of valid Headless Rendering licenses purchased by Licensee.

3. RESTRICTIONS ON USE

Please note that in order to guard against unlicensed use of the Software, a license key is required to access and enable the Software. Licensee is authorised to use the Software in machine readable, object code form only (subject to clause 4), and Licensee shall not: (a) assign, sublicense, sell, distribute, transfer, pledge, lease, rent, lend, share or export the Software (including any tool, plug-in, SDK or other functionality), the Documentation or Licensee’s rights under this EULA; (b) alter or circumvent the license keys or other copy protection mechanisms in the Software (including any tool, plug-in, SDK or other functionality) or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software (including any tool, plug-in, SDK or other functionality) in each case except as and to the extent that applicable law requires such reverse engineering, decompilation, disassembly or discovery to be permitted and it is not lawful to contract out of such requirement; (c) implement or use any method or mechanism designed to enable product functionality not available in the Software but available in (i) other Foundry products; or (ii) other Foundry releases of the same product; (d) (subject to clause 4) modify, adapt, translate or create derivative works based on the Software (including any tool, plug-in, SDK or other functionality) or Documentation; (e) use, or allow the use of, the Software (including any tool, plug-in, SDK or other functionality) or Documentation on any project other than a project produced by Licensee (an “Authorized Project”) or to provide a service (whether or not any charge is made) to any third party; (f) allow or permit anyone (other than Licensee and Licensee’s authorized employees to the extent they are working on an Authorized Project) to use or have access to the Software (including any tool, plug-in, SDK or other functionality) or Documentation; (g) copy or install the Software (including any tool, plug-in, SDK or other functionality) or Documentation other than as expressly provided for in this EULA; or (h) take any action, or fail to take action, that could adversely affect the trademarks, service marks, patents, trade secrets, copyrights or other intellectual property rights of Foundry or any a Third Party Licensor; (i) use the Software, or permit any third party to use the Software, for any illegal purpose. The Licensee shall maintain appropriate internal security, safeguards and controls which shall be at least as great as the measures the 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 Software is not used in any way which is in violation of this clause 3 or of this Agreement. For the avoidance of doubt, Licensee remains fully liable for any unauthorized use of the Software by its staff. For purposes of this clause 3, the term “Software” shall include any derivatives of the Software.

Notwithstanding clause 3(b) above, 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 the 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), the 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 the Licensee, and in either case the Licensee shall meet Foundry’s reasonable costs in doing so.

Unless Licensee has purchased an Individual License, a Team Login License or an Individual Login License, for other license types, if the Software is moved from one computer to another (or, in the case of an Offline Floating License, from one license server to another), the issuing of replacement or substituted license keys or approval of the new server location, is in Foundry’s sole discretion and is subject to and strictly in accordance with Foundry’s License Transfer Policy, which is available on Foundry’s website and which requires a fee to be paid in certain circumstances. Foundry may from time to time and at its sole discretion vary the terms and conditions of the License Transfer Policy.

The Software and/or any components thereof are not intended to be used for and Licensee shall not use the Software for (or modify the Software such that is suitable for): (i) prohibited practices under the European Union Artificial Intelligence Act (the “EU AI Act”) or similar legislation, (ii) any use that would result in the Software being considered a high-risk AI system or that otherwise qualifies as “high-risk” under the EU AI Act. Licensee may not remove, alter or obscure any metadata fields which are automatically applied to content generated by the Software which indicate that such content has been artificially generated or manipulated.

PROHIBITED AND HIGH-RISK USES. Licensee shall not use the Software for: (i) any application that would classify the Software as 'high-risk' under EU AI Act or a similar concept in other applicable regulations; (ii) life-critical systems, medical devices, or safety-critical infrastructure; (iii) autonomous weapons systems or mass surveillance applications; (iv) any illegal, immoral or improper use (including inputting illegal, immoral, or inappropriate content or prompts into any AI models in connection with the Software), or (v) any use that would subject Foundry to additional regulatory obligations. Licensee indemnifies Foundry against all costs and liabilities arising from such prohibited and high-risk uses.

Licensee indemnifies Foundry against regulatory fines, costs or expenses related to Licensee's non-compliant use of the Software.

4. SOURCE CODE

Notwithstanding that clause 1 defines “Software” as an object code version and that clause 3 provides that Licensee may use the Software in object code form only:

4.1. if Foundry has agreed to license to Licensee (including by way of providing SDKs, upgrades, updates or enhancements/customization) source code or elements of the source code of the Software, the intellectual property rights in which belong either to Foundry or to a Third Party Licensor (“Source Code”), Licensee shall be licensed to use the Source Code as Software on the terms of this EULA and: (a) notwithstanding clause 3(c), Licensee may use the Source Code at its own risk in any reasonable way for the limited purpose of enhancing its use of the Software solely for, where the Licensee is a business, its own internal business purposes or, where the Licensee is a consumer, domestic and private purposes and in all respects in accordance with this EULA; (b) Licensee shall in respect of the Source Code comply strictly with all other restrictions applying to its use of the Software under this EULA as well as any other restriction or instruction that is communicated to it by Foundry at any time during the Agreement (whether imposed or requested by Foundry or by any Third Party Licensor);

4.2. to the extent that the Software links to or itself incorporates any open source software and/or software libraries (“OSS Components”) that are provided to Licensee with or as part of 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 the 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;

4.3. where Foundry is required by any OSS Licence Terms to make the source code of the relevant OSS Component available to the Licensee, Foundry will at any time during the three 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”); and

4.4. notwithstanding any other term of the Agreement, Foundry gives no express or implied warranty, undertaking or indemnity whatsoever in respect of the Source Code, 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 Source Code, the OSS Components or the OSS Source Code made by Licensee (“Modification”). Licensee may not use the Object for any purpose other than its use of the Software in accordance with this EULA. 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 Source Code, the OSS Components (save for any obligations Foundry may have in respect of any elements that form part of the Software as a whole), the OSS Source Code, the Object or any Modification. Licensee shall indemnify 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.

5. BACK-UP COPY

Licensee may store one copy of the Software and Documentation off-line and off-site in a secured location within the Home Country that is owned or leased by Licensee in order to provide a back-up in the event of destruction by fire, flood, acts of war, acts of nature, vandalism or other incident. In no event may Licensee use the back-up copy of the Software or Documentation to circumvent the usage or other limitations set forth in this EULA.

6. OWNERSHIP

Licensee acknowledges that the Software (including, for the avoidance of doubt, any Source Code that is licensed to Licensee) and Documentation and all related intellectual property rights and other proprietary rights are and shall remain the sole property of Foundry and the Third Party Licensors. Licensee shall not remove, or allow the removal of, any copyright or other proprietary rights notice included in and on the Software or Documentation or take any other action that could adversely affect the property rights of Foundry or any Third Party Licensor. To the extent that Licensee is authorized to make copies of the Software or Documentation under this EULA, Licensee shall reproduce in and on all such copies any copyright and/or other proprietary rights notices provided in and on the materials supplied by Foundry hereunder. Nothing in the Agreement shall be deemed to give Licensee any rights in the trademarks, 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, trademarks or service marks of Foundry or any Third Party Licensor in Licensee’s promotion or publicity without Foundry’s prior express written approval.

Subject to clause 4.3, Foundry undertakes (the “Undertaking”) to defend Licensee or at Foundry’s option settle any claim brought against Licensee alleging that Licensee’s possession or use of the Software 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 possession or use of the Software or Documentation other than in accordance with the Agreement, or in combination with any hardware, software or service not supplied or specified by Foundry. The Undertaking is conditional on Licensee giving written notice of the Claim to Foundry as soon as reasonably possible, cooperating in the defence of the Claim and not making any admission of liability or taking any step prejudicial to the defence of the Claim. 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 Software, (b) modify the Software so that it ceases to be infringing, (c) replace the Software with non-infringing software, or (d) terminate the Agreement immediately by notice in writing to Licensee and refund the License Fee (less a reasonable sum in respect of Licensee’s use of the Software to the date of termination) on return of the Software and all copies by Licensee. The Undertaking constitutes Licensee’s exclusive remedy and Foundry’s only liability in respect of any Claim.

Where the Software integrates 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 the Licensee’s own risk and is subject to the Third Party Licensor’s terms and conditions, as applicable.

Where the Software enables generation of AI-powered content or workflows (“AI Outputs”), ownership of such AI Outputs vests in the 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 13). Licensee shall not input illegal, immoral or inappropriate content to, or use the Software to generate AI Outputs that infringe third-party rights or violate applicable laws.

7. LICENSE FEE

7.1. Licensee acknowledges that the rights granted to Licensee under this EULA are conditional on Licensee’s timely payment of the license fee payable to Foundry in connection with the Agreement or, as the case may be, payable to Foundry’s reseller (the “License Fee”). Except where the applicable invoice expressly sets out payment in instalments, the License 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 authorized reseller (as applicable): (a) the License Fee as notified by Foundry (or its reseller) at the time of the initial purchase of the License; and (b) in respect of any Subscription Auto-renewal Period for a Subscription License, the License 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 the 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 the Licensee (and the Licensee agrees to pay) in addition to the Licence Fee.

7.4. In the cases of Non-Commercial Licenses or Trial Licenses or specific End of Life Software, the fact that no License Fee may be payable shall not be construed as a waiver by Foundry of any right or remedy available to it in relation to any breach by the Licensee of this EULA or the Agreement, or of any other right or remedy arising under applicable law, all of which are expressly reserved.

8. SUBSCRIPTION LICENSES AND AUTO-RENEWAL

8.1. If Licensee has purchased a Subscription Licence, the License shall be limited to the Initial Subscription Period and any/all Auto-renewal Periods (each as defined below) (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 by issuing Licensee with a license key (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.

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 License 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 you that your Subscription License is approaching auto-renewal to the contact email address as provided by Licensee in accordance with clause 24. 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 License Expiry. If Licensee wishes to opt out of auto-renewal then you must email licenses@foundry.com providing details of the Subscription Licence(s) which you wish to opt out 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 your Subscription License(s) will not auto-renew and shall expire at the end of the then-current Subscription Period.

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

9. CANCELLATIONS

9.1. Licensee may cancel a License within 14 days of the original purchase date to obtain a full refund and Licensee will no longer be able to use the Software from the cancellation date. Licensee’s right to obtain a refund will be lost once the Software has been installed.

9.2. Refunds are not payable for cancellations made after such date. This includes Subscription licenses which are subject to the fixed twelve (12) month terms and for which the 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. END OF LIFE

10.1. From time to time, Foundry will retire Software product(s) (and any/ all versions) by withdrawing them from the market. Such Software product(s) will be designated as end of life (“EoL”) and a corresponding announcement (the “Announcement”) will be published on Foundry’s website from time to time (the date of such announcement being the “EoL Notification Date”). The announcement will include an EoL date (“EoL Date”) and other relevant information.

10.2. No new License(s) (including renewals, if applicable) for the EoL Software product(s) will be sold after the EoL Notification Date. Unless otherwise provided for in the Announcement, the EoL Date will be the last day that the EoL Software product(s) is sold, improved, maintained, updated, or supported (subject to the below).

10.3. Unless otherwise provided for in the Announcement, a Licensee with an active Subscription License(s) at the time of the EoL Date will receive certain limited support until the relevant Subscription Period expires.

10.4. In the event of EoL, Foundry advises Licensee to install the latest product releases, security updates, fixes and patches available until the EoL Date, to remain as secure as possible. Older products may not meet security or performance requirements, and Foundry cannot confirm compatibility with future operating system updates after the EoL Date. To the maximum extent permitted by applicable law, Foundry shall not be liable for any form of loss, damage or disruption in respect of the EoL Software product(s) beyond the EoL Date.

10.5. Foundry retains all rights, including intellectual property rights, associated with the EoL Software product(s) beyond the EoL Date. Any use by Licensee of the EoL Software product(s) beyond the EoL Date will continue to be governed by the terms of this Agreement.

11. MAINTENANCE AND SUPPORT

Subject to Licensee’s timely payment of the applicable License Fee, each Subscription Licence (and, if sold by Foundry and applicable, each Rental License) 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”).

12. TAXES AND DUTIES

Licensee agrees to pay, and indemnify Foundry 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.

13. LIMITED WARRANTY

13.1. Subject to clause 13.3, Foundry warrants that, for a period of ninety (90) days after Licensee first downloads the Software (“Warranty Period”): (a) the Software will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation; and (b) that the Documentation correctly describes the operation of the Software in all material respects. If, within the Warranty Period, Licensee notifies Foundry in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, Foundry will, at its sole option, either repair or replace the Software, provided that Licensee makes available all the information that may be necessary to identify, recreate and remedy the defect or fault. This warranty will not apply to, and Foundry shall have no liability for, any defect or fault caused by: (a) unauthorised use of or any amendment made to the Software by any person other than Foundry; and/or (b) use of the Software in conjunction with third party technology. If Licensee is a consumer, the warranty given in this clause is in addition to Licensee’s legal rights in relation to any Software or Documentation that is faulty or not as described.

13.2. Foundry does not warrant that the Software or Documentation will meet Licensee’s requirements or that Licensee’s use of the Software will be uninterrupted or error free. Where the Software includes 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.

13.3. If Licensee purchases a license of the Software that is of a fixed term duration, the Warranty Period in clause 13.1 shall apply only to Licensee’s first purchase of such license and not to any subsequent renewal(s) even if a renewal involves another download.

13.4. Where consumers based in the European Union use the Software, the safety of the Software is dependent on Licensee's use in accordance with this Agreement and the Documentation.

14. INDEMNIFICATION

14.1. Licensee agrees to indemnify, hold harmless and defend Foundry, the Third Party Licensors and Foundry’s and each Third Party Licensor’s respective affiliates, officers, directors, shareholders, employees, authorized 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 authorised or unauthorised use including but not limited to modification of the Software or Documentation by Licensee or any person connected with Licensee or any person provided with the Software 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 Software.

14.2. Licensee agrees to indemnify, hold harmless and defend Foundry, the Third Party Licensors and Foundry’s and each Third Party Licensor’s respective affiliates, officers, directors, shareholders, employees, authorized 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 authorised or unauthorised use (including but not limited to modification) of the Software or Documentation, by Licensee, any person connected with Licensee or any person provided with the Software by Licensee, causes any of them or any third party (including but not limited to those viewing a product of the Software) to suffer harm or loss of any kind.

15. LIMITATION OF LIABILITY

15.1. To Business Users: This sub-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). Licensee acknowledges that the Software has not been developed to meet its individual requirements, and that it is therefore Licensee’s responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet such Licensee requirements. The Software and Documentation is supplied only for Licensee’s internal use for its business, and not for any re-sale purposes or for the provision of the Software (whether directly or indirectly) to third parties. 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 loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss or corruption of data or information, loss of business opportunity, goodwill or reputation (in each case whether the loss is direct or indirect) or any indirect or consequential loss or damage. In respect of any other losses, 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 US$5,000 (five thousand USD) and a sum equal to the License Fee. Nothing in the Agreement shall limit or exclude Foundry’s liability for death or personal injury resulting from our negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or limited by applicable law. This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in writing in this EULA, 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 Software 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.

15.2. To Consumers: This sub-clause applies where Licensee is a consumer. Licensee acknowledges that the Software has 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 Software as described in the Documentation meet such Licensee requirements. The Software and Documentation are only supplied for Licensee’s domestic and private use. Licensee agrees not to use the Software and Documentation for any commercial, business or re-sale purposes, and Foundry has no liability to Licensee for any loss of profit, loss of business, business interruption, loss of business opportunity or loss or harm caused to property or data used for professional purposes. 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. Our 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 US$5,000 (five thousand USD) and a sum equal to the latest annual License Fee. Nothing in the Agreement shall limit or exclude Foundry’s liability for death or personal injury resulting from our negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or limited by applicable law.

15.3. 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 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 or three times the total License Fees paid by Licensee in the 12 months preceding the claim; and (f) Claims must be brought within 3 years of discovery of the defect or damage, whichever is earlier.

16. TERM; TERMINATION

16.1. The Agreement is effective upon Licensee’s download of the Software, and the Agreement will remain in effect until termination or expiry. Licensee may terminate the Agreement on written notice to Foundry if Foundry is in material breach of this Agreement and fails to cure the breach within 10 (ten) working days of receiving notice of such breach. If Licensee breaches the Agreement, Foundry may terminate the License immediately by notice to Licensee.

16.2. If the Agreement expires or is terminated, the License will cease immediately and Licensee will immediately cease use of any Software and Documentation and either return to Foundry all copies of the Software and 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 10 days.

16.3. Foundry reserves the right to terminate and/or suspend the License 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 Software license to use any product(s) of Foundry, and/or in connection with any other agreed terms between Foundry and the Licensee in connection with the Software, and/or in connection with any Maintenance and Support; or (b) the 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 the Licensee.

16.4. Foundry may also terminate this Agreement if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee’s creditors. This Agreement, and for the avoidance of doubt the Licenses to which it relates, will terminate automatically without further notice or action by Foundry if Licensee goes into liquidation. In the event of termination under this sub-clause, Foundry reserves its rights in full to any amounts due and not paid by the Licensee, including any interest payments, and to any other remedies whether under law, contract, statute or otherwise.

17. CONFIDENTIALITY

17.1. Licensee agrees that the Software (including, for the avoidance of doubt, any Source Code 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 Authorized Project and have a “need-to-know” such Confidential Information for the purposes of that Authorized Project, and shall advise any recipients of Confidential Information that it is to be used only as expressly authorized in the Agreement. Licensee shall not 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 written consent of Foundry. 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 Software, Documentation and any other 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 Software and Documentation. This clause shall not apply to any information that is in or comes into the public domain (other than as a result of the 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 unauthorized 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.

17.2. Licensee acknowledges 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 license terms.

18. 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.

19. INSPECTION AND INFORMATION

19.1. Licensee shall advise Foundry on demand of all locations where the Software or Documentation is used or stored. Licensee shall permit Foundry and/or its authorized agents to audit all such locations during normal business hours and on reasonable advance notice, and in the case of Enterprise Licenses, Licensee shall provide Foundry with accurate records of the total number of users who have accessed or used the Software, at any time upon Foundry or its authorized agent’s request.

19.2. The Software may include mechanisms to access and collect limited information from computer(s) on which it is installed 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 Software is installed and the profile and extent of use of the different elements of 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 Software 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 Software (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 Software and seeking to terminate unlicensed use of the Software, and (e) to advise Licensee about any maintenance and/or service issues such as available upgrades. To the extent that any Information constitutes personal data for the purposes of the General Data Protection Regulation (EU) 2016/679 (“EU GDPR”) and the version of the EU GDPR retained in UK domestic law as further defined in the Data Protection Act 2018 (“UK GDPR”), in each case, as amended, superseded or replaced from time to time (as applicable, “GDPR”) it shall be processed in accordance with the GDPR and with Foundry’s Privacy Notice (see https://www.foundry.com/privacy-notice), as may be updated by Foundry from time to time. Licensee undertakes to make all of its users of the Software (including its 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 the Information and of the terms of Foundry’s Privacy Policy.

19.3. By downloading or using the Software, you (i) warrant that you are entitled to control access to the computer(s) on which the Software is downloaded and any IT systems to which they may be connected, and (ii) irrevocably authorise Foundry (through the use of the Software) 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 19.2(a) to (e) above.

20. DEFECT NOTIFICATION AND LICENSEE OBLIGATIONS TO CONSUMERS

20.1. Notification Procedures: Foundry will notify its Licensees and other consumer customers, as applicable, of material security vulnerabilities through reasonable means, which may include email, website posting, or in-software notifications. Where the Software is made available to consumers in the European Union, Foundry will comply with notification obligations under the EU General Product Safety Regulation (GPSR) 2023/988, including notifying relevant authorities where required by law. Notification timing is at Foundry's discretion based on patch availability and risk assessment. Foundry has no obligation to provide individual notifications for non-material issues, to be determined in Foundry’s sole discretion.

20.2. Licensee Response Obligations: Licensee must implement provided security updates (as described further in clause 1.6.2 of the Maintenance and Support Terms) within 90 days of notification to maintain warranty and support coverage. Licensee must maintain current contact information with Foundry for security notifications. Failure to respond to critical security or safety notifications may result in license suspension. Licensee shall promptly report to Foundry via our Support Portal any safety concerns, incidents, or accidents involving the Software.

20.3. Liability Limitations: Foundry's liability to the Licensee for notification delays is limited to direct damages not exceeding the Licensee’s annual (one-year) License Fee. Foundry has no liability for damages resulting from Licensee's failure to act on security notifications.

21. U.S. GOVERNMENT LICENSE 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 this Agreement may be incorporated, a government end user will acquire the Software and Documentation with only those rights set forth in this 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.

22. SURVIVAL

Clause 6, clause 7 and clauses 12 to 27 inclusive shall survive any termination or expiration of the Agreement.

23. IMPORT/EXPORT CONTROLS AND SANCTIONS

To the extent that any 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 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 Software, products and/or services, (i) in violation of the Export Laws; (ii) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary export licenses or other approvals; (iii) 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; (iv) 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; or (v) to the Russian Federation and/or Belarus or for use in the Russian Federation and/or Belarus, or (vi) 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 download, install and/or use the Software in accordance with this EULA.

24. MISCELLANEOUS

Unless Licensee is a consumer, 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.

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 your responsibility to check the Foundry website regularly for modifications to this Agreement.

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

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.

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including, unless Licensee is a consumer, non-contractual disputes or claims) shall be governed by, and construed in accordance with English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts, subject to any right that a consumer may have to bring proceedings or to have proceedings brought against them in a different jurisdiction.

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.

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.

Unless Licensee is a consumer, Licensee agrees that Foundry may refer to Licensee as a client or a user of the Software, 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.

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 Software. 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.

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 License (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 this Agreement.

25. NOTICES

Any legal notices from the 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 the Licensee will be provided either (a) by email to the registered email address associated with the Licensee’s account, or (b) in any other reasonable manner that involves specific notification to the Licensee. Notices from Foundry to the Licensee will be effective (i) one day after being sent by email, and (ii) five days after being posted or sent by international delivery service. The Licensee agrees that service of process may be effected on the Licensee by registered mail sent to the last known address on record with Foundry, if permitted by applicable law.

26. COMPLAINTS & ONLINE DISPUTE RESOLUTION PLATFORM

We hope that you are satisfied with any Software purchase made or service received from Foundry, but if you have a complaint, in the first instance, please contact us on licenses@foundry.com or through our Support Portal:https://support.foundry.com/hc/en-us (for technical support and bug reports), or you can request a call back from the Sales team here: https://www.foundry.com/contact-us.

27. GOVERNING LAW & JURISDICTION

The Agreement and any dispute or claim (including 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 and 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.

Last updated March 2026.