SOFTWARE
LICENSE AND SUPPORT AGREEMENT

PLEASE
READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.

BY
USING THE SOFTWARE OR CLICKING ”AGREE” YOU ARE AGREEING
TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON
BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN
YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO
AGREE TO THIS AGREEMENT ON THEIR BEHALF.

This
agreement is between Film Impact B.V., (Film
Impact),
and the Customer agreeing to these terms (Customer).
The Film Impact software, modification, enhancements, documentation,
and license keys provided to Customer (Software)
are licensed and are not sold.

1. SCOPE.

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

2. LICENSE.

a. Grant.
Subject to the other terms of this agreement and an order, Film
Impact grants Customer, a perpetual or term (as set forth in the
order), non-exclusive, non-transferable license up to the license
capacity purchased to use the Software only in Customer's internal
business operations.

b. License
Capacity.
The Software is licensed on a ”Per Copy” basis, and
Customer may install the Software on 2 ”Devices” per each
copy of the Software licensed. A ”Device” is any
electronic equipment controlled by a CPU, including desktop and
laptop computers, smartphones, and tablets. The license grants one
operating system per Device, only. Each operating system install will
count as a separate Device. Customer may transfer the Software from
one Device to another, so long as the Software is no longer installed
or running on the initial Device, subject to the following:

i. Term
License:
Unlimited de-activations and re-activations of the Software on
Devices for the term of the license.

ii. Perpetual:
Includes a minimum of 10 (re-)activations, of the Software on
Devices. Additional re-activations can be purchased.

c. Customer
Data.
The Software collects anonymized data of Customer's use of the
Software (Customer
Data)
through Film Impact's server connection to the Software, and
through the use of a third-party analytics collection software.
During and after the term of this agreement, Film Impact may use
Customer Data for purposes of enhancing the Software, aggregated
statistical analysis, technical support, and other business purposes.
Visit www.filmimpact.com/privacy-policy
for more information on how we use Customer Data.

d. Trial
Version.
If Customer has registered for a trial use of the Software, Customer
may access the Service for a 14-day time period (unless extended by
Film Impact in writing). The Software is provided 'AS IS', with no
warranty during this time period.

e. Free
Version.
If Customer has registered for a no-charge use of the Software,
Customer may access the Software until it is canceled by Film Impact
upon notice via email, or by the Customer. The Software is provided
'AS IS', with no warranty during the no-charge period.

3. DISCLAIMER.

FILM
IMPACT DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND
FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS THAT THE
SOFTWARE MAY NOT BE ERROR-FREE, AND USE MAY BE INTERRUPTED.

4. PAYMENT.

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

5. PROPERTY.

a. Reservation
of Rights.
The Software, workflow processes, user interface, designs, technical
documentation, and other technologies provided by Film Impact as part
of the Software are the property of Film Impact and its licensors,
and all right, title, and interest in and to such items, including
all associated intellectual property rights, remain only with Film
Impact and its licensors. The Software is protected by applicable
copyright and other intellectual property laws. Customer may not
remove any product identification, copyright, trademark, or other
notice from the Software. Film Impact reserves all rights unless
expressly granted in this agreement.

b. Restrictions.
Customer may
not:
(i) transfer, assign, sublicense, rent the Software, create
derivative works of the Software, or use it in any type of
service-provider environment; (ii) reverse engineer, decompile,
disassemble, or translate the Software; (iii) evaluate the Software
for the purpose of competing with Film Impact; or (iv) operate the
Software other than in accordance with its technical documentation.

6. TERM
AND TERMINATION.

a. Term.
This agreement expires at the end of the license period specified in
the accompanying order.

b. Mutual
Termination for Material Breach.
If either party is in material breach of this agreement, the other
party may terminate this agreement at the end of a written 30-day
notice/cure period, if the breach has not been cured.

c. Return
Film
Impact
Property
Upon Termination.
Upon termination of this agreement or a license for any reason,
Customer must discontinue using the Software, de-install, and destroy
or return the Software and all copies within 5 days. Upon Film
Impact's request, Customer will confirm in writing its compliance
with this destruction or return requirement.

7. LIABILITY
LIMIT.

a. Exclusion
of Indirect Damages.
Film
Impact
is
not liable for any indirect, special, incidental, or consequential
damages arising out of or related to this agreement (including,
without limitation, costs of delay; loss of or unauthorized access to
data or information; and lost profits, revenue, or anticipated cost
savings), even if it knows of the possibility or foreseeability of
such damage or loss.

b. Total
Limit on Liability.
Film
Impact's total liability arising out of or related to this agreement
(whether in contract, tort, or otherwise) does not exceed the amount
paid or payable by
Customer
for
the license to the Software.

8. SUPPORT.

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

b. Term
License.
Film Impact's annual technical support and maintenance services
for term licenses (Term
Maintenance)
is included with the license purchase. Term Maintenance includes
maintenance releases, enhancements, new versions (minor and major
versions), additions, and modifications to the Software, that it
provides to all customers under Term Maintenance for no additional
fee. Term Maintenance includes email support only (no phone) through
support@filmimpact.com,
with a general response time of 24-72 hours.

9. GOVERNING
LAW AND FORUM.

This
agreement is governed by the laws of the Netherlands (without regard
to conflicts of law principles) for any dispute between the parties
or relating in any way to the subject matter of this agreement. Any
suit or legal proceeding must be exclusively brought in the courts of
Arnhem, Netherlands, and Customer submits to this personal
jurisdiction and venue.

10. OTHER
TERMS.

a. Entire
Agreement and Changes.
This agreement and the order constitute the entire agreement between
the parties and supersede any prior or contemporaneous negotiations
or agreements, whether oral or written, related to this subject
matter. Customer is not relying on any representation concerning this
subject matter, oral or written, not included in this agreement. No
representation, promise, or inducement not included in this agreement
is binding. No modification or waiver of any term of this agreement
is effective unless both parties sign it, however this agreement may
be modified through an online process provided by Film Impact.

b. No
Assignment.
Neither party may assign or transfer this agreement to a third party,
nor delegate any duty, except that the agreement and all orders may
be assigned, without the consent of the other party, as part of a
merger or sale of all or substantially all the businesses or assets
of a party.

c. Independent
Contractors.
The parties are independent contractors with respect to each other.

d. Enforceability
and Force Majeure.
If any term of this agreement is invalid or unenforceable, the other
terms remain in effect. Except for the payment of monies, neither
party is liable for events beyond its reasonable control, including,
without limitation, force majeure events.

e. Money
Damages Insufficient.
Any breach by a party of this agreement or violation of the other
party's intellectual property rights could cause irreparable injury
or harm to the other party. The other party may seek a court order to
stop any breach or avoid any future breach of this agreement.

f. No
Additional Terms.
Film Impact rejects additional or conflicting terms of a Customer's
form-purchasing document.

g. Order
of Precedence.
If there is an inconsistency between this agreement and an order, the
order prevails.

h. Survival
of Terms.
Any terms, that by their nature survive termination of this agreement
for a party to assert its rights and receive the protections of this
agreement, will survive (including, without limitation, the
confidentiality terms).

i. Compliance
Audit.
No more than once in any 12-month period and upon at least 30 days'
advance notice, Film Impact (or its representative) may audit
Customer's usage of the Software at any Customer facility. Customer
will cooperate with such audit. Customer agrees to pay within 30 days
of written notification any fees applicable to Customer's use of the
Software in excess of the license.

j. U.S.
Government Restricted Rights.
If Customer is a United States government agency or acquired the
license to the Software hereunder pursuant to a government contract
or with government funds, then as defined in FAR §2.101, DFAR
§252.227-7014(a)(1), and DFAR §252.227-7014(a)(5), or
otherwise, all Software provided in connection with this agreement
are ”commercial items,” ”commercial computer
software,” or ”commercial computer software
documentation.” Consistent with DFAR §227.7202 and FAR
§12.212, any use, modification, reproduction, release,
performance, display, disclosure, or distribution by or for the
United States government is governed solely by the terms of this
agreement and is prohibited except to the extent permitted by the
terms of this agreement.

k. Open
Source Software Licenses.
The Software may contain embedded open source software components,
which are provided as part of the Software and for which additional
terms may be included in the technical documentation.

l. Feedback.
If Customer provides feedback or suggestions about the Software, then
Film Impact (and those it allows to use its technology) may use such
information without obligation to Customer.

Film
Impact B.V.; Het nieuwe land 8; 6828 DZ Arnhem; The Netherlands; KVK
66360722

Last
Revised 06.14.2019.