EULA

This End User License Agreement ("Agreement" or "EULA") is a legally binding contract between you ("User", "you", or "your") and Smart Inkler ("Company", "we", "us", or "our") governing your access to and use of the Smart Inkler desktop software, including all updates, bug fixes, patches, new features, documentation, and related services (collectively, the "Software").

BY INSTALLING, COPYING, ACTIVATING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT AND OUR PRIVACY POLICY AND TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE AND, IF APPLICABLE, PROMPTLY REQUEST A REFUND IN ACCORDANCE WITH OUR REFUND POLICY.

1. Definitions

• "Software" means the Smart Inkler desktop application and all associated components, libraries, updates, and documentation provided by the Company.
• "Subscription" means a paid or trial plan that grants the User access to the Software for a defined period.
• "User Content" means any data, files, annotations, or materials created or processed by you through the Software.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and any other proprietary rights, whether registered or unregistered.

2. License Grant

Subject to your compliance with this Agreement and the existence of an active Subscription or valid trial period, the Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for your own internal, lawful purposes, on the number of devices permitted by your Subscription plan.

This license does not include the right to access the Software's source code, nor does it convey any ownership interest in the Software or any Intellectual Property Rights therein.

3. Permitted Use

• Use the Software for personal, educational, or business presentation, screen annotation, and related workflows.
• Install and run the Software on devices expressly covered by your active Subscription or trial.
• Use trial access strictly during the designated trial period and solely for evaluation purposes.
• Make a reasonable number of backup copies of the Software solely for archival purposes, provided all copyright and proprietary notices are retained.

4. Restrictions

You may not, directly or indirectly, and may not permit any third party to:

• Reverse engineer, disassemble, decompile, decrypt, or attempt to derive the source code of the Software, except to the extent expressly permitted by mandatory applicable law and only after prior written notice to the Company.
• Copy, modify, adapt, translate, or create derivative works based on the Software, in whole or in part.
• Sell, resell, rent, lease, lend, sublicense, assign, distribute, or otherwise transfer or commercially exploit the Software or any rights therein to any third party.
• Remove, alter, or obscure any copyright, trademark, patent, or other proprietary rights notices embedded in or accompanying the Software.
• Use the Software to develop a competing product or service.
• Use the Software in any manner that violates applicable local, national, or international law or regulation, or that infringes any third-party rights.
• Use automated tools, scripts, or bots to access or interact with the Software in an unauthorized manner.
• Circumvent, disable, or otherwise interfere with any license enforcement, security, or access-control mechanism of the Software.

5. Intellectual Property Ownership

The Software, including but not limited to its source code, object code, user interface, design, graphics, documentation, and all updates and modifications thereto, is and shall remain the exclusive property of the Company and its licensors. All Intellectual Property Rights in and to the Software are reserved by the Company.

This Agreement does not transfer to you any title to or ownership of the Software or any Intellectual Property Rights. You acquire only the limited usage rights expressly set forth in Section 2.

Any feedback, suggestions, or ideas you provide regarding the Software ("Feedback") may be used by the Company without restriction or compensation to you. You hereby assign to the Company all rights, title, and interest in and to such Feedback.

6. Subscription, Payment, and Expiry

Access to certain features of the Software requires a paid Subscription. Subscription fees, billing cycles, and renewal terms are set out on our Pricing page and in our Terms of Service.

• Upon expiry or cancellation of your Subscription, your license to use the premium features of the Software terminates immediately. You may retain access to any free-tier features, if applicable.
• You remain responsible for all fees accrued prior to cancellation.
• The Company reserves the right to modify pricing with reasonable advance notice.

7. Updates, Modifications, and Discontinuation

The Company may, at its sole discretion, release updates, patches, new versions, or modifications to the Software. Certain updates may be mandatory for continued access to the Software or its services, including for security or compatibility reasons. You agree to install mandatory updates within a reasonable time of their availability.

The Company reserves the right to modify, suspend, or discontinue the Software or any feature thereof at any time, with reasonable notice where practicable. The Company shall not be liable to you for any such modification, suspension, or discontinuation.

The Company may also update this EULA from time to time. Material changes will be communicated via the Software or by email. Continued use of the Software after notice of changes constitutes your acceptance of the revised Agreement.

8. Privacy and Data Processing

The Company processes certain personal data in connection with the Software in accordance with applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") where applicable. Details of what data is collected, the legal basis for processing, your rights as a data subject, and how to exercise those rights are set out in our Privacy Policy, which forms an integral part of this Agreement.

User Content you create or process using the Software remains your property. You grant the Company a limited, non-exclusive license to process your User Content solely to the extent necessary to provide the Software's functionality and fulfil the Company's obligations under this Agreement.

9. Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT DEFECTS WILL BE CORRECTED.

Nothing in this Section shall exclude or limit any statutory warranty or consumer protection right that cannot be excluded or limited under applicable mandatory law, including the rights of consumers under European Union law.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED EUROS (€100).

The limitations in this Section shall apply regardless of the form of action, whether based in contract, tort (including negligence), strict liability, or otherwise. Nothing herein shall exclude or limit liability that cannot be excluded or limited under applicable mandatory law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

11. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Software in violation of this Agreement; (b) your violation of any applicable law or third-party rights; or (c) any User Content you process through the Software.

12. Term and Termination

This Agreement is effective from the date you first install or use the Software and continues until terminated.

12.1 Termination by the Company

The Company may terminate this Agreement and your license immediately upon written notice if you materially breach any provision of this Agreement and fail to cure such breach within fourteen (14) days of receiving written notice of the breach (where the breach is capable of remedy).

12.2 Termination by the User

You may terminate this Agreement at any time by uninstalling the Software from all devices and ceasing all use thereof.

12.3 Effect of Termination

Upon termination of this Agreement for any reason: (a) all licenses granted herein shall immediately cease; (b) you must promptly uninstall and delete all copies of the Software from your devices; and (c) provisions that by their nature should survive termination (including Sections 5, 9, 10, 11, 15, and 16) shall continue in full force and effect.

Termination shall not entitle you to any refund except as provided in our Terms of Service or as required by applicable mandatory law.

13. Export Control

The Software may be subject to export control laws and regulations, including those of the European Union and the United States. You agree not to export, re-export, or transfer the Software, directly or indirectly, to any country, entity, or person in violation of applicable export control laws and regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to applicable trade embargo or sanctions.

14. Age Requirement

The Software is intended for users who are at least 18 years of age, or the age of legal majority in their jurisdiction, whichever is greater. By using the Software, you represent and warrant that you meet this requirement. If you are entering into this Agreement on behalf of a minor, you accept full responsibility for ensuring the minor's compliance with this Agreement.

15. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

16. Entire Agreement; Order of Precedence

This Agreement, together with the Company's Privacy Policy and Terms of Service, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, or agreements, whether written or oral, relating to the Software.

In the event of any conflict between this EULA and the Terms of Service, the Terms of Service shall prevail to the extent of the conflict unless this EULA expressly states otherwise.

No waiver by the Company of any breach or default under this Agreement shall constitute a waiver of any subsequent breach or default.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Hungary, without regard to its conflict-of-law principles, and subject to the mandatory consumer protection provisions of European Union law applicable to consumers habitually resident in the EU.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the competent courts of Budapest, Hungary, unless mandatory applicable law provides for the exclusive jurisdiction of the courts of your place of habitual residence.

If you are a consumer resident in the European Union, you also have the right to submit a complaint through the EU Online Dispute Resolution platform available at ec.europa.eu/consumers/odr.

18. Contact

For any questions, notices, or communications regarding this Agreement or your license, please contact:

• Email: [email protected]

The Company will endeavour to respond to all legal enquiries within ten (10) business days.