END-USER LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS DOCUMENT IN ITS ENTIRETY

This End-User License Agreement (hereinafter, “Agreement“) creates a legally binding Agreement between you, as an end user of our services (hereinafter, “End User“), and the following company: PixProbe S.R.L. (hereinafter, “Company“). You will be referred to through second-person pronouns such as “your” and “yours“. We, the Company, will be referred to with pronouns such as “us,” “our“, and “ours“. Collectively, you and the Company may be referred to as the “Parties” and individually as “Party.”

SOFTWARE

This license governs the use of all versions of our software products (hereinafter, “Software“), specifically:

• Tonality Masks Panel
• Export Panel
• Landscape Panel
• Black And White Panel
• Color Grading Panel

By accessing, downloading, installing, or otherwise using our Software in any way, you agree to be bound by this Agreement in its entirety. If you do not agree, you must cease use of the Software immediately.

SOFTWARE LICENSE

When you lawfully access the Software, whether through purchase or other lawful means, we grant you, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited, revocable license to use the Software (“License”). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in your use of the Software. This License may not be transferred to any third parties without express, lawful, written permission from the Company and this License terminates upon your cessation of use of the Software.

This License shall be applicable to all lawful End Users of the Software, unless a separate written agreement has been executed between you and the Company.

LICENSE FEE

The License is provided for a fee, in conjunction with the purchase of the Software. Such fee will be displayed to you prior to your purchase of the Software.

ADDITIONAL TERMS

Additional terms may be applicable to the Parties’ relationship with each other, such as the Company Terms Of Service, the Company Privacy Policy, and any other such written agreements governing your relationship with us. Nothing contained herein is intended to restrict the terms of any other written agreement. Instead, all relevant documents shall be construed as broadly as possible.

The Terms Of Service can be found at the following link: https://tonalitymasks.com/terms-of-service/.

The Privacy Policy can be found at the following link: https://tonalitymasks.com/privacy-policy/.

INTELLECTUAL PROPERTY

You agree that the Software, Company website and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP“). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

ACCEPTABLE USE

You agree not to use the Software for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Software in any way that could damage the Company website, services, or general business of the Company.

You further agree not to use the Software:

1. To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
2. To violate any intellectual property rights of the Company or any third party;
3. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
4. To perpetrate any fraud;
5. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
6. To publish or distribute any obscene or defamatory material;
7. To publish or distribute any material that incites violence, hate, or discrimination towards any group;
8. To unlawfully gather information about others.

REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

1. Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the Software or the Company website;
2. Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
3. Copy or otherwise distribute copies of the Software unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool.

MAINTENANCE

This License includes Software maintenance and support. Please refer to this address for assistance: https://tonalitymasks.com/support/.

INDEMNIFICATION

You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Software, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.

SPAM POLICY

You are strictly prohibited from using the Software or any of the Company’s services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

NO WARRANTIES

The Application is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.

LIMITATION ON LIABILITY

The Company is not liable for any damages that may occur to you as a result of your use of the Software, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to the Company in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

DISPUTE RESOLUTION & GOVERNING LAW

All disputes will be resolved as provided for in the Terms Of Service. Should Company not have a live version of any Terms document or any other provisions in any user-facing document covering dispute resolution and governing law, the laws of Italy shall govern any matter or dispute relating to or arising from this EULA or the Company’s relationship with End User.

ASSIGNMENT

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.

HEADINGS FOR CONVENIENCE ONLY

Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

NO AGENCY, PARTNERSHIP OR JOINT VENTURE

No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

FORCE MAJEURE

The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

ELECTRONIC COMMUNICATIONS PERMITTED

Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: https://tonalitymasks.com/support/.