END USER LICENSE AGREEMENT

PLEASE READ THIS END-USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE DOWNLOADING, COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING (COLLECTIVELY, "USE" OR "USING" AS THE CONTEXT MAY REQUIRE) THE ANUKARI SOFTWARE, INCLUDING ANY SOFTWARE AS A SERVICE OFFERINGS, ACCOMPANYING THIS EULA (THE "SOFTWARE"). THE SOFTWARE MAY BE ACCOMPANIED BY MANUALS, USER GUIDES AND OTHER RELEVANT DOCUMENTATION (COLLECTIVELY, "DOCUMENTATION").

THIS EULA IS A LEGAL CONTRACT BETWEEN YOU, AN INDIVIDUAL END USER WHO IS COPYING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE AND THE DOCUMENTATION, OR, THE ENTITY (AS DEFINED BELOW) THAT IS UNDERTAKING OR ALLOWING ANY OF THE FOREGOING ACTIONS TO OCCUR ON OR THROUGH ASSETS WHICH ARE UNDER THE OWNERSHIP, CONTROL OR POSSESSION ("ASSETS") OF THAT ENTITY (COLLECTIVELY, "YOU"), AND US. IF YOU ARE ACQUIRING LICENSES UNDER THIS EULA TO USE THE SOFTWARE FOR THE BENEFIT OF A BUSINESS, GOVERNMENT ENTITY, OR ACADEMIC INSTITUTE (EACH, AN "ENTITY") THEN SUCH USE WILL BE SUBJECT TO THE LIMITATIONS AND CONDITIONS SET OUT UNDER THIS EULA. THE TERMS "US" OR "WE" OR "OUR" IN THIS EULA SHALL MEAN ANUKARI, LLC, AN ARIZONA LIMITED LIABILITY COMPANY, IF YOU ARE OBTAINING A LICENSE TO USE SOFTWARE AND DOCUMENTATION THAT IS BRANDED "ANUKARI" OR ARE OBTAINING A LICENSE FOR ALL OTHER SOFTWARE AND DOCUMENTATION.

BY CLICKING THE "I ACCEPT", "I AGREE", ”DOWNLOAD” OR SIMILAR BUTTON, CHECKING ANY BOX PROXIMATE AND/OR RELATED TO SUCH BUTTON, OR BY COPYING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE AND THE DOCUMENTATION, OR ALLOWING ANY OF THE FOREGOING ACTIONS TO OCCUR ON OR THROUGH YOUR ASSETS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, THAT YOU UNDERSTAND IT, THAT YOU ARE LEGALLY ABLE TO AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO ANY TERMS OF THIS EULA, THEN YOU MUST CLICK THE "DECLINE", "DISAGREE" OR SIMILAR BUTTON, TERMINATE THE DOWNLOAD AND/OR INSTALLATION PROCESS (IF APPLICABLE), IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE, AND DELETE ANY COPIES YOU MAY HAVE OR CAUSE ANY OF THE FOREGOING ACTIONS TO OCCUR ON OR THROUGH YOUR ASSETS. BY CLICKING THE "DECLINE" BUTTON, YOU UNDERSTAND THAT YOU WILL NOT BE ABLE TO DOWNLOAD OR USE THE SOFTWARE IN ANY WAY, SHAPE, OR FORM.

THIS EULA CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER APPLICABLE TO USERS WHOSE BILL-TO ADDRESS (AS DEFINED BELOW) IS IN THE UNITED STATES (INCLUDING ITS POSSESSIONS AND TERRITORIES).

This EULA contains two parts: (a) Part I sets out the general terms which apply to all Software and Documentation ("General Terms") and (b) Part II sets out terms which are specific to each Software and its accompanying Documentation that you use now or at any time in the future ("Specific Terms"). To the extent there is a conflict between the Specific Terms and the General Terms, the Specific Terms shall prevail.

I. GENERAL TERMS

A. APPLICATION

IF YOU ARE USING THE SOFTWARE PURSUANT TO A LICENSE THAT WE HAVE GRANTED TO AN ORGANIZATION OR GROUP WHICH HAS HIRED YOU, YOU ARE SUBJECT TO THE TERMS OF THE BUSINESS USER LICENSE AGREEMENT ("BULA") WE HAVE WITH SUCH ORGANIZATION OR GROUP.

B. YOUR ACCOUNT

You may need to register an Anukari account with us ("Your Account") in order to purchase a valid license activation key to convert your Evaluation Version of the Software to a Full Version.

Please review our privacy statement available at the following link https://anukari.com/legal/privacy ("Privacy Statement") for the terms and conditions which govern your access to and control of Your Account and use of the Software. You are responsible for creating and maintaining the confidentiality of your usernames and passwords, including those you use to access Your Account and/or to purchase a valid activation key to activate and use the Full Version of the Software. You are also responsible for any activity with respect to your usernames and passwords and for downloading and installing the licensed copy of the Software.

You agree that we may collect data and related information including but not limited to technical information about your device, system and application software, and peripherals related to your use of the Software, and may use this information to provide services to you and to operate, provide, improve, and develop our products, services, and technologies, to prevent or investigate fraudulent or inappropriate use of our products, services, and technologies, for research and development, for anti-piracy purposes, to verify a valid registration, to identify if new updates for the Software are available for your device prior to sending you a notice to install a new Software update and for any other purposes described in this EULA or the Privacy Statement. Personal information collected under this EULA will be subject to our Privacy Statement.

C. SOFTWARE VERSIONS AND LICENSES

Evaluation Version. If the Software is identified as a free trial or evaluation version on the Anukari website or in the applicable Documentation (“Evaluation Version”) you are granted a limited, revocable, non-exclusive license to download, install and use one (1) copy of the Evaluation Version of the Software on a compatible device that you own or control (“Evaluation License”). You may install and access the Software only for the purpose of free trial or evaluation. Certain features and/or full functionality of the Software may be locked or unavailable in the Evaluation Version. In order to benefit from all features and functionality of the Full Version (as defined below) of the Software, you must purchase a valid license activation key. The Software is licensed, not sold.
Full Version. If you purchased a valid license activation key directly from the Anukari website (https://anukari.com) or through one of our authorized resellers, you are granted a limited, non-transferable, non-exclusive license to download, install, activate and use one the Software (the “Full Version”) on not more than three (3) devices associated with Your Account used to purchase that license activation key (“Full Version License”). If you wish to activate the Full Version of the Software on more than three devices you own, you may either: a) go to Your Account details page on the Anukari website, deactivate a current device, then designate the new device; or b) purchase an additional, separate license activation key. The Full Version License is a perpetual license granted to you as its original holder and only entitles you to use the specific version of the Software that you obtained the Full Version License for. The Software is licensed, not sold.
Beta and Early Access Versions. If you are invited to participate in or receive access to the Software as an alpha-, beta-, or early access offering as described on the Anukari website or its Documentation (collectively, “Beta Version” or “Beta Testing”), you are granted a limited, revocable, non-transferable, non-exclusive license to download, install, activate and use one (1) Beta Testing copy of the Software. Use of any Beta Version is permitted only for your internal evaluation until the earlier of (a) the end of the Beta Testing period designated by Anukari or for which you registered; or (b) termination by Anukari in its sole and absolute discretion. Beta Testing is optional and either party may cease Beta Testing at any time for any reason upon written notice to the other. Beta Testing versions may be inoperable, incomplete or include features that Anukari may never release, and their features and performance information and any feedback shall all constitute Anukari’s confidential and proprietary information which you agree to maintain in the strictest of confidence. Notwithstanding anything herein to the contrary, whether you choose to participate in Beta Testing is completely within your control. If you choose to use a Beta Version, you understand and agree that the Software is made available on an “AS IS,” and “AS AVAILABLE” basis and that Anukari provides no warranty, indemnity, service level agreement or other support for the Beta Version and its liability to you under any Beta Testing will not exceed US$50.00. ANUKARI DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE BETA TESTING WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF BETA TESTING WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE USE OF THE BETA TESTING WILL BE ACCURATE.

In all cases and for all Software versions described herein, the Software is licensed, not sold. The Software contains technological measures that are designed to prevent its unlicensed or illegal use. The Software may contain enforcement technology that limits your ability to install and uninstall the Software on a machine to no more than a finite number of times, for a finite number of devices and for a defined period in time designated by the license activation key. The Full Version may require activation during installation and in the Documentation. If any of such applicable activation procedure(s) is not followed, the Software may only operate for a finite period or as an Evaluation Version. If activation is required, but you do not complete activation within the finite period of time set forth in the Documentation or explained during installation, the Software will continue to operate as, and retain the features and functional limitations of, an Evaluation Version until activation has been properly completed. If you have a problem with the activation process, please contact our customer service for support.

D. FEEDBACK

You have no obligation to provide us with ideas, comments, information, concepts, reviews, know-how, techniques, suggestions, documentation, proposals and/or any other material on or related to the Software (collectively, "Feedback"). However, if you submit Feedback to us, while you retain ownership of such Feedback, you hereby grant us a nonexclusive, royalty-free, perpetual, irrevocable, transferable, unlimited worldwide license to use, improve, develop and otherwise exploit all, some, or none of your Feedback for any purpose or no purpose. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law. Further, by submitting Feedback, you represent and warrant that (i) your Feedback does not contain any confidential or proprietary information (including any intellectual property) that belongs to any third-parties; (ii) we are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) we may have something similar to the Feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us for the Feedback under any circumstances.

E. LICENSE RESTRICTIONS

You shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Software or any license keys you have obtained; (b) modify, translate, adapt, or create derivative works of the Software, Documentation, or any license keys that you have obtained in any way (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact us and provide us an opportunity to create such changes as are needed for interoperability purposes); (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer the Software or any copy thereof (except as otherwise specified in the General Terms of this EULA); (d) use the Software for timesharing purposes or otherwise for the benefit of any other person or entity; (e) remove any proprietary notices from the Software or the Documentation or attempt to defeat any copy protection mechanism included with the Software; (f) use the Software for any purpose other than its intended purpose; (g) use the Software to attempt to gain or gain unauthorized access to any software as a service offering, cloud computing platform or any service provided by us or our related systems or networks; or (h) use the Software for any illicit or prohibited purposes or as a means to infringe any third-party rights.

F. TERMINATION OF LICENSE

We also reserve the right to terminate your license to the Software with immediate effect and without advance notice to you ("Termination") if you breach this EULA and such breach: (a) involves any of the activities described in the License Restrictions section; (b) is not a violation of the License Restrictions section but is incapable of being cured; or (c) is curable but remains uncured for thirty (30) days after your receipt of written notice of breach from us. Upon any such Termination, you agree to promptly: (x) uninstall and discontinue using any copies of any version of the Software in your possession or under your control; (y) return or destroy all Documentation and other materials received from us; and (z) certify to us in writing that you have performed your obligations post-Termination under (x) and (y) above. Except as otherwise stated herein, provisions of this EULA which by their nature should reasonably survive will survive Termination.

G. CHANGES

We may, from time to time, revise, update and/or otherwise change this EULA ("Changes"). Such Changes shall be effective immediately; provided however, for existing customers who have licenses to use the Software as of the date such Changes are made, such Changes shall, unless otherwise stated, be effective thirty (30) days after such Changes are posted online. Your continued use of the Software and/or Documentation following any Changes constitutes your acceptance of such Changes. We may, but are not obligated to, notify you of Changes by e-mail, using the e-mail address you provided to us at the time you purchased a Software license. However, it is your responsibility to regularly check our website at https://anukari.com (or successor link) ("Website") to review any Changes to the current EULA.

H. AGE OF MAJORITY

You must be the age of majority in your state, province, territory, country, or jurisdiction to obtain a license from us to use the Software and Documentation.

I. MAINTENANCE AND SUPPORT

(i) Maintenance for the Software (collectively, including, at our final discretion, any upgrades or Updates, “Maintenance”) shall be offered only to those users who have purchased a valid license activation key directly from Anukari or an authorized re-seller. Anukari shall only offer such Maintenance to you for the effective period of any license activation key activated and only for that specific version of the Software. You understand and agree that Maintenance does not entitle you to receive or download any new (or prior) release versions of the Software, which must be downloaded separately from the Anukari website and for which a new valid license activation key must be purchased.

(ii) Maintenance includes standard/base level technical support. Unless otherwise authorized by Anukari in writing, technical support is provided for the latest version of the relevant Software only. Anukari may, but is not obliged to, continue supporting old or discontinued Software versions and may discontinue such support in its sole and final discretion and without notice to you. We reserve the right in our absolute discretion to limit the number of users who may contact Anukari technical support.

(iii) Any custom or sample code, files or scripts (collectively, “Fixes”) provided by us as part of the provision of base technical support that do not form part of Anukari’s standard commercial offering may only be used (a) in conjunction with the Software version for which such Fixes were developed, and (b) during the relevant term of your License.

You acknowledge that we have no express or implied obligation to announce or make available any updates, upgrades, enhancements, modifications, revisions, new releases, or additions to the Software and that this EULA does not give you any rights in or to any of the foregoing. We may also offer additional support and/or maintenance services for certain Software under the terms of a separate agreement. If you purchase such support and/or maintenance services with the Software, such services will be provided to you pursuant to the terms and conditions of that separate agreement. We reserve the right to amend, modify, suspend, or terminate our support and/or maintenance policies at any time without notice to you.

J. UPDATES

We may, from time to time, make available for download and install Software updates, bug fixes, patches, feature enhancements, or improvements ("Updates") from the Anukari website. You acknowledge that if such Updates are not installed, you may not receive full benefit of the Software or the Software may not perform properly. We have no obligation to provide any support to the Software without the installation of the most recent Updates. We also have no obligation to create Updates on any schedule and retain sole discretion to make Updates available. If an Update is necessary to comply with applicable law, to address a threatened or actual security breach in the Software under license, to replace technologies that may infringe third-party intellectual property rights, or for any other reason of similar significance to us ("Mandatory Updates"), we will upload such Mandatory Update along with a notice that the Update is a Mandatory Update. You shall promptly download and install the Mandatory Updates, but in any event no later than ten (10) business days after receipt. Your failure to timely install Mandatory Updates may result in the termination or suspension of your License for the affected Software.

We may also, from time to time, perform scheduled maintenance of the infrastructure and programming used to provide the Software, during which time you may experience some disruption to that Software or access to any associated accounts or services. Whenever reasonably practicable, we will provide you with advance notice of such maintenance. You acknowledge that, from time to time, we may need to perform emergency maintenance without providing you advance notice, during which time we may temporarily suspend your access to, and use of, the Software or any associated accounts or services.

K. SUNSETTED SOFTWARE

We may sunset / discontinue any Software ("Sunsetted Software"), in part or in whole, by providing written notice. If you prepaid a fee for a Subscription License for Software that we sunset before the expiration of your then-current Subscription License, we will use commercially reasonable efforts to transition you to substantially similar Software. Notwithstanding anything to the contrary in this EULA, no Subscription Licenses for Sunsetted Software will be renewed. If you have purchased a Perpetual License for the Sunsetted Software, then subject to the terms of this EULA, you may continue to use the then-current version of that Sunsetted Software indefinitely, provided, however, that we will have no obligation to provide support services after the date of sunsetting the Software.

L. DISCLAIMER OF WARRANTIES

If you are a customer who is a consumer (someone who uses the Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization or legal counsel.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ANUKARI AND ANUKARI’S LICENSORS (COLLECTIVELY REFERRED TO AS “ANUKARI” FOR THE PURPOSES OF THIS SECTION L) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
ANUKARI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE SOFTWARE OR SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES.
YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANUKARI OR AN ANUKARI AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

M. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ANUKARI BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES OR ANY THIRD-PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ANUKARI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ANUKARI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE GREATER OF A) FIFTY DOLLARS (US$50.00) OR B) THE TOTAL AMOUNT YOU PAID FOR THE ANUKARI SOFTWARE IN THE THREE (3) MONTHS PRECEDING THE INCIDENT OR EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTHING IN THIS EULA SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

IF ANY ABOVE PROVISION OR PROVISIONS UNDER THIS SECTION SHALL BE HELD TO BE INVALID, ILLEGAL, OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

N. INDEMNIFICATION

You agree to indemnify and hold us, our affiliates and subsidiaries, their respective past and present officers, directors, agents, employees, partners, independent contractors, and licensors harmless from any claim or demand, including attorneys' fees, made by any third-party due to or arising out of (a) your use or misuse of the Software or Documentation or any component thereof other than as permitted under this EULA; (b) your breach of the EULA; (c) your infringement, misappropriation or violation of any intellectual property or other rights of another person or entity; or (d) any content originated or stored by you.

O. EXPORT CONTROLS

The Software is subject to U.S. export control laws, including the U.S. Export Controls Reform Act and associated regulations and may be subject to other U.S. and non-U.S. laws and regulations governing the export of software by physical and electronic means. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations (such as embargoed or otherwise restricted countries and territories, including Iran, Cuba, North Korea, Syria, Russia, and the Crimea, and so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) regions, of Ukraine), end users (such as sanctioned or restricted parties or military end users), and end uses (such as military end uses). You may not use, export, re-export, import, sell or transfer the Software except as permitted by U.S. law, the laws of the jurisdiction in which you obtained the Software, and any other applicable laws and regulations. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable U.S. and non-U.S. laws that apply to us as well as end-user, end-use, and destination restrictions imposed by U.S. and/or non-U.S. governments. You also agree that you will not use the Software for any other purposes prohibited by U.S. or non-U.S. law.

P. ASSIGNMENT AND TRANSFER

We may assign this EULA in whole or in part. In the event of a merger, acquisition, sale or corporate transaction involving us or our affiliates or subsidiaries, your continued use of the Software signifies your agreement to be bound by the agreements and policies of the subsequent owner, if any. The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not transfer, sell, rent, lease, resell or loan any copies of the Software or assign any of your rights or delegate or otherwise transfer any of your obligations or performance under this EULA to any third party without our prior written consent. The EULA is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

Q. GOVERNING LAW AND JURISDICTION

If you are a resident of the United States (including its possessions and territories), then: (a) this EULA shall be governed by the federal laws of the United States and the laws of the State of Arizona; (b) any dispute or claim arising out of or in connection with this EULA which we and you have been unable to settle amicably ("Dispute") shall be settled through binding arbitration before the American Arbitration Association ("AAA"); and (c) any arbitration hearings will be held in Prescott, Arizona. The AAA rules identified below will govern the interpretation and enforcement of arbitration of Disputes with you under this section.

The AAA Consumer Arbitration Rules, available at https://www.adr.org/Rules, shall govern Disputes in which the value of the claims is less than USD$50,000. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS EULA. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO ANUKARI, LLC, 122 NORTH CORTEZ ST., SUITE 307-B, PRESCOTT, ARIZONA 86301 USA, ATTN: LEGAL DEPARTMENT – WAIVER AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR E-MAIL AND MAILING ADDRESSES, (3) YOUR LICENSE KEY, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. IF WE RECEIVE WRITTEN NOTIFICATION FROM YOU IN ACCORDANCE WITH THE FOREGOING PROVISION, THE COURTS OF PRESCOTT, ARIZONA, SHALL HAVE EXCLUSIVE JURISDICTION TO RESOLVE ANY DISPUTES BETWEEN US AND YOU.

To help resolve any issues between us promptly and directly, you and we agree to begin any arbitration within one (1) year after a Dispute arises; otherwise, the claim is waived. You and we also agree to arbitrate in each of our individual capacities only, not as a representative or member of a class, and each of us expressly waives any right to file a class action or seek relief on a class basis with any court, tribunal, or other judicial or quasi-judicial body.

You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If you initiate the arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Rules. Regardless of who initiates the arbitration, we will pay any other arbitration fees, including your share of arbitrator compensation. It is important that you understand that the arbitrator’s decision will be final, binding and may be entered as a judgment in any court of competent jurisdiction.

If you are a resident in a country of the EEA or Switzerland, this EULA shall be governed by local law. If you are a resident of any other country, unless expressly prohibited by local law, this EULA shall be governed by the laws of the United States and the State of Arizona and any Dispute between you and us regarding the Agreement will be subject to the exclusive jurisdiction of the state and federal courts in the State of Arizona. Except as expressly set forth herein to the extent permitted by applicable law, this EULA shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer. This EULA will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

R. NOTICE

We may provide notices to you (1) via e-mail; (2) on this page (as applicable) or a similar page of our website; or (3) via the Software. You agree to provide accurate, current, and complete information as necessary for us to communicate with you regarding the Software, to issue invoices or accept payment, or to contact you for related purposes. The delivery of any notice is effective when sent or posted, regardless of whether you read the notice or actually receive the delivery. You can withdraw your consent to receive notices electronically by discontinuing your use of the Software.

S. COMMUNICATIONS FROM US

If you use our Software, we may communicate with you via electronic messages, including e-mail, text message/SMS, or mobile push notifications in accordance with our Privacy Statement.

T. COMPLIANCE WITH LAWS

You agree to use the Software and Documentation in compliance with all applicable laws, including local laws of the country or region in which you reside, and in compliance with all applicable export laws and regulations. You shall not use the Software or Documentation for any purpose prohibited by applicable law.

U. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the Software and the Documentation are proprietary to us and we retain all rights, title, and interest in and to the Software and Documentation and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software or Documentation. You are not granted any rights, license or interest to any of our trademarks or service marks. You may not modify or create derivative works based upon the Software or Documentation.

V. THIRD-PARTY SOFTWARE AND TECHNOLOGY

The Software may include various third-party software components or software services ("Third-Party Software"), which are provided under separate license terms (the "Third-Party Terms"). We obtain such Third-Party Software from the respective owners "as is" for inclusion in the Software. You are permitted to use the Third-Party Software in conjunction with the Software, provided that such use is consistent with the terms of this EULA and the Third-Party Terms applicable to such Third-Party Software. Your use of Third-Party Software outside the scope of this EULA may be strictly prohibited and permission may be required to use such Third-Party Software from the respective owners in accordance with the Third-Party Terms. You may have broader rights to use the Third-Party Software under the applicable Third-Party Terms. Nothing in this EULA is intended to impose further restrictions on your use of the Third-Party Software in accordance with any Third-Party Terms. The Software may also enable interoperation with certain other third-party operating systems and applications. We do not provide you with any licenses in respect of such third-party operating systems and applications and it is solely your responsibility to obtain all such necessary licenses from respective vendors.

W. CONTENT

You own and are responsible for data, information, material or other content and files that you create resulting from the use of our Software or that you store within the Software ("Content"). You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to your Content. You agree that any loss or damage of any kind that occurs as a result of the use of any Content that you create or have created, upload, post, share, transmit, display or otherwise make available through your use of the Software is solely your responsibility and you will indemnify us from any third party claims in relation to the Content in accordance with the Indemnification section.

X. LICENSE COMPLIANCE

You understand and acknowledge that we may, through a reporting function in the Software, remotely monitor the operation and usage of the Software for our technical, operational, business and legal purposes, including for verifying any license activation key and compliance with the terms herein ("Verification"). You agree to facilitate such Verification including taking all actions to ensure that any firewall ports (as applicable) are open, and to notify us if there are any operational issues that could prevent the Verification. You warrant that you have obtained all necessary consents and licenses for such Verification, including all consents and licenses for the use of data and information related to your use of the Software.

Y. ENTITY AUDITS

If you are an Entity who has obtained or allowed the obtaining of a license under this EULA to use any Software on or through your Assets, you must keep records relating to all deployment, installation and/or use of Software. We have the right, at our expense, to audit these records to verify your compliance with this EULA and the scope of license granted to you under the Specific Terms. This audit may be conducted at any time during the terms of your Subscription Licenses and for two (2) years thereafter and/or the terms of your Perpetual Licenses and for two (2) years following any termination, but shall not be conducted more than once annually unless an audit reveals unlicensed use. In such case, we may conduct verification as frequently as quarterly for the subsequent annual period.

Our audit and verification process will require you to provide, within thirty (30) days of our request, (a) raw data of all Software deployed, installed or used by or at your direction throughout the Entity; (b) all valid purchase documentation for all licensed copies of the Software; and (c) any other information as we may reasonably request. Any verification may include an onsite audit conducted at your relevant places of business upon thirty (30) days’ prior notice, during regular business hours, which will not unduly interfere with your activities. Any information collected in the audit will be used solely for the purposes of determining compliance.

If the audit and verification shows that you, are deploying, installing, or using the Software, or allowing any of the foregoing to occur on or through Assets: (a) beyond the quantity that was licensed; or (b) in any way not permitted under this EULA, so that additional fees apply, you must pay the additional license fees, any applicable maintenance and support fees, interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and all expenses of recovery, within thirty (30) days after the invoice date. By exercising the rights and procedures described in this section, we do not waive our rights to enforce this EULA or to protect our intellectual property by any other means permitted by law.

our audit and collection of any data and information with respect to your use, installation, and deployment of Software shall be subject to the privacy terms specified in our Privacy Statement. The audit rights set out under this section shall survive for two (2) years past the expiry or termination of the applicable license.

Z. PRICING, PAYMENT AND RENEWAL

Unless, otherwise specified in the Software Specific Terms, the provisions of this pricing, payment, and renewal section apply to all Software licenses. Our fees for licensing the Software directly from us in accordance with this EULA are available on our Website and are subject to change at any time ("Fees"). Unless you have already purchased a valid license activation key through a reseller of Software licenses, we or our payments collection agent will charge the Fees to the payment method you have chosen for purchasing the license and send you a receipt to your e-mail address. In such a case, the Fees will be determined in accordance with the license metrics pertaining to each Software as set out in the Specific Terms. We or the reseller will also share with you a license certificate or order confirmation that specifies the type of license you have (Subscription or Perpetual), the term of your license (if you have purchased a Subscription License), what versions of the Software are being licensed, the number of permitted devices on which you may deploy the Software, the type of support service and term of such service (if any), the Fees charged, taxes applicable and the license key to activate the Software and any other terms specific to the Software in question ("License Certificate"). Without prejudice to mandatory law, all amounts payable under this EULA are non-refundable and without set-off or counterclaim. A Subscription License will automatically renew for the term specified in the License Certificate. You will be charged or invoiced for that renewal unless you notify us thirty (30) days before the expiry date of the then-current term of the Subscription License that you do not wish to renew ("Expiry"). We may modify the Fees for any renewed Subscription Licenses upon posting thirty (30) days’ prior written notice of such modification(s) on our Website, and/or by sending such notice to your e-mail address; provided that any increase in Fees during the term of a Subscription License shall not take effect until the beginning of the next renewal.

AA. TAXES

Without prejudice to mandatory law, all amounts payable are exclusive of any taxes, levies, or duties. you are wholly responsible for any taxes that may arise out of the EULA or your purchase or use of the Software. Notwithstanding the foregoing, sales tax, goods and services tax (GST) or value-added tax (VAT) may be charged in accordance with applicable laws and regulations. You confirm that we can rely on the "bill to" name and address you have provided at the time of ordering or paying for the Software license ("Bill to Name and Address") as being the place of supply for sales and income tax purposes. You shall reimburse us for the amount of any such taxes or duties which we have paid or incurred directly as a result of our transactions with you, and you agree that we may charge any such reimbursable taxes to any payment method you have used to pay the associated Fees.

BB. SURVIVAL

Any provisions herein that by their nature should reasonably survive shall survive the expiry or termination of this EULA. Such provisions include but are not limited to Limitation of Liability, Warranty, Intellectual Property Rights, Indemnification, Data Use Rights, Governing Law and Jurisdiction.

CC. ENTIRE AGREEMENT

This EULA is the entire agreement between you and us and supersedes any other communications or advertisements with respect to the Software and Documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If we have provided you with a translation of the English language version of this EULA, you agree that such translation is provided for your convenience only and that the English language version, not the translation, of this EULA will be legally binding on you. The English language version of this EULA and not its translation(s) will govern in the event of a conflict between the English language version and a translation.

DD. SEVERABILITY

If any term or provision of the EULA is invalid, illegal or unenforceable in any jurisdiction: (i) the validity, legality and enforceability of the remaining provisions shall remain in full force and effect; (ii) such invalidity, illegality or unenforceability shall not extend to any other jurisdiction; and (iii) such invalidity, illegality or unenforceability shall not affect any other term or provision of the EULA or invalidate or render unenforceable such term or provision in any other jurisdiction.

EE. HEADINGS

Headings under the EULA are intended only for convenience and shall not affect the interpretation of the EULA.

FF. WAIVER AND AMENDMENT/MODIFICATION

No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may be only modified in accordance with the section titled "Changes".

GG. COMPATIBILITY

Some Software versions may not be compatible with various computer operating systems and we may not release Updates establishing compatibility. The Software may not be compatible with computer operating systems that you may purchase now or in the future. You understand that Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This EULA remains effective with such incorporation. All third-party software or technology that may be distributed together with the Software as bundled third-party software may be subject to you explicitly accepting a license agreement with that third party.

HH. THIRD PARTY BENEFICIARY

our affiliates and licensors shall be a direct and intended third party beneficiary of this EULA.

II. FORCE MAJEURE

We shall not be liable for any failure to perform our obligations if such failure is a result of an event outside our reasonable control. In such case we will use reasonable efforts to mitigate the effect of any such event. If such event continues for more than one (1) calendar month, either party may terminate this EULA with respect to services not yet performed or products not yet provided upon written notice. Upon such termination, you must immediately pay us any outstanding amounts owed.

Last Updated: July 26, 2024