Exaro Studio Software End User License Agreement

For purposes of this Agreement:

• "Software" means the Exaro Studio Unreal Engine plugin and related applications, binaries, source code, editor modules, libraries, tools, documentation, configuration files, updates, patches, and other software components supplied by Exaro. "Software" also includes the Exaro Model Engine, but not the Exaro Model Blender Extension (both defined in Schedule A).
• "Runtime Components" means portions of the Software expressly intended by Exaro to be incorporated into and distributed as part of a compiled, cooked, packaged, or otherwise completed Project.
• "Project" means a video game, application, simulation, visualization, virtual-reality experience, interactive experience, film-production project, or similar work created using the Software.
• "Asset" means a 3D model, mesh, texture, material, animation, audio file, visual effect, game-development resource, or other content acquired through the Exaro marketplace. Marketplace Assets are generally governed by the Exaro Asset License rather than this EULA.
• "Seat" means an authorized installation or use of the Software as determined by the license purchased by you.
• "License Key" means a license key, token, account entitlement, or other authorization mechanism used to activate or verify access to the Software.
• "Subscription" means a paid license to the Software for a monthly or yearly period that renews automatically until you cancel it, as set out in section 3 (for Exaro Model, Schedule A, section A2).
• "Updates" means bug fixes, patches, compatibility changes, improvements, and new versions Exaro chooses to make available.
• "Third-Party Services" means external services accessed through or in connection with the Software, including artificial-intelligence providers, model APIs, cloud platforms, development tools, and related services operated by parties other than Exaro.

Subject to your payment of applicable fees and compliance with this Agreement, Exaro grants you a limited, worldwide, non-exclusive, non-transferable license to install and use the Software according to the license tier you purchased.

You may use the Software to create commercial and non-commercial Projects.

Unless the applicable license tier or product page states otherwise, you may:

1. install and use the Software on the number of Seats authorized by your license;
2. use the Software in connection with your own Projects or Projects you develop for clients;
3. use the Software to create games, applications, simulations, media, and other commercial products;
4. modify configuration files and, where Exaro provides source code, make reasonable modifications to that source code for your own authorized development purposes;
5. compile or incorporate permitted Runtime Components into Projects; and
6. commercially distribute and monetize Projects created using the Software.

Exaro does not claim ownership of your Project merely because the Software was used to create it.

Your particular license type will be identified when you purchase. For Exaro Model, Schedule A, sections A2 and A3 apply in place of this section where they differ.

Subscription, Renewal, and Cancellation

Exaro Unreal, the Exaro Studio plugin for Unreal Engine, is sold as a Subscription: Individual at US $29 per month or US $249 per year, or Studio at US $999 per year. The price that applies to you is the one shown at checkout. Your subscription includes the Updates released while it is active.

Your subscription renews automatically at the end of each monthly or yearly period, and your payment method is charged the then-current price, until you cancel. You can cancel at any time, in a few clicks, from the account page on exarostudio.com; you do not need to contact us. Cancelling stops the next renewal. You keep access until the end of the period you have already paid for, and we do not refund the rest of that period except as section 18 or the law requires. Before a yearly subscription renews, we email you a reminder 15 to 45 days before it renews with the date and the price. We tell you at least 30 days before a price change applies to you, and you can cancel before it does.

The Version You Keep After 12 Paid Months

Once you have paid for 12 months of Exaro Unreal in total (for example 12 monthly payments, or one yearly payment), you may keep using the version of the Software that is current at that time, without further payment, for as long as you comply with this Agreement, even after your subscription ends. Each further 12 paid months moves the version you keep to the version current at that time.

A kept version gives you its local use only: the plugin's tools, running in your own Unreal Editor. It does not include later Updates. Months that were refunded or charged back do not count.

The Exaro Studio Bundle

The Exaro Studio bundle is an Exaro Unreal subscription and a Exaro Model subscription in one plan at one price: Individual at US $45 per month or US $399 per year, or Studio at US $1,599 per year. An Individual bundle includes the Individual tier of both products and a Studio bundle the Studio tier of both. Exaro Unreal is governed by this Agreement as a Subscription, and Exaro Model by Schedule A, as if each were bought on its own, except that the bundle is billed, renewed, cancelled, and refunded as one subscription, and its paid months count toward the version you keep of each product (this section and Schedule A, section A3).

Distributed Projects

Properly distributed Projects containing authorized Runtime Components do not stop functioning merely because your subscription later ends.

Runtime Components properly incorporated into Projects while you held a valid license may continue to be distributed as part of those Projects, subject to this Agreement.

A license does not automatically include:

• Updates released after your subscription ends;
• separately sold products, such as store components;
• hosted services;
• cloud services;
• AI provider usage; or
• ongoing support,

unless expressly stated at the time of purchase.

The number of authorized Seats is determined by the license tier you purchased:

• an Individual license is for one natural person, who may activate the Software on up to two machines; and
• a Studio license covers up to five users, who together may activate the Software on up to ten machines.

These tiers apply to Exaro Unreal subscriptions and to the Exaro Unreal part of an Exaro Studio bundle.

Exaro Model has Individual and Studio subscriptions and a free tier; its License Keys and device limits are set out in Schedule A, sections A4 and A15.

Both tiers include the same Software features. A company, organization, or team must use Studio licenses: an Individual license may not be purchased or used by a business entity for use by its employees or contractors, or shared among the members of a team.

You may not share a Seat or License Key for the purpose of avoiding applicable license fees.

If your license allows multiple users or team Seats, each user must comply with this Agreement.

Employees and contractors may use properly licensed Seats on your behalf solely for authorized Projects.

You are responsible for ensuring that persons using Software under your account comply with this Agreement.

Legitimate hardware replacement, migration, or reinstallation does not itself constitute license circumvention, although activation or reactivation may be required.

You may use the Software to develop Projects for yourself, your employer, or your clients, subject to the Seat limitations applicable to your license.

You may sell, publish, license, distribute, and monetize Projects created using the Software.

You do not owe Exaro a royalty based solely on revenue generated by a Project unless you have separately agreed in writing to a royalty-based license.

A client receiving a completed Project does not need a separate Exaro Software license merely to use the completed Project.

A client or collaborator who needs to independently use the Exaro editor Software to modify or develop the Project must have an appropriate Software license.

You may distribute Runtime Components only where Exaro designates those components as redistributable.

Permitted Runtime Components may be distributed:

• as part of a compiled game or application;
• as part of a cooked or packaged Unreal Engine Project;
• as object code or another non-editor form intended for end users; or
• in another form expressly authorized by Exaro.

You may not use this permission to distribute Exaro's editor tools, source code, development libraries, License Keys, activation systems, or reusable Software package as part of another development toolkit or marketplace product.

Your Project should not expose Exaro Software in a form that allows ordinary end users to extract and reuse it as an independent development tool.

Assets purchased or downloaded from the Exaro marketplace are governed by the applicable Exaro Asset License and product-specific terms.

The fact that the Software can download, install, configure, optimize, or otherwise process an Asset does not change the Asset's license.

If a marketplace product includes both:

1. reusable game content; and
2. Exaro proprietary Software,

the reusable game content may be incorporated into Projects according to its Asset License, while Exaro proprietary Software remains subject to this EULA.

Where terms directly conflict, the more product-specific license controls for the applicable component.

Where Exaro provides source code as part of the Software, you may inspect and modify that source code as reasonably necessary to:

• integrate the Software with your Project;
• troubleshoot your Project;
• maintain compatibility;
• compile the Software; or
• make internal modifications for your authorized use.

Providing source code does not transfer ownership of the underlying Exaro source code to you.

You may not publish, sell, sublicense, publicly post, or otherwise distribute Exaro source code or substantial portions of it except as expressly permitted in writing.

You may not place Exaro proprietary source code in a public repository.

You retain any rights you independently hold in original code that you write.

To the extent your modifications contain or are derivative of Exaro Software, distribution of those modifications remains subject to this Agreement.

Except where applicable law expressly gives you a right that cannot be restricted, you may not:

1. sell, sublicense, rent, lease, redistribute, publish, or transfer the Software as a standalone product;
2. provide unlicensed persons with access to the Software;
3. share, publish, sell, or transfer a License Key;
4. circumvent Seat limits or activation mechanisms;
5. bypass licensing, payment, authentication, or entitlement controls;
6. remove or obscure copyright, trademark, license, or proprietary notices;
7. make Exaro proprietary source code publicly available;
8. distribute the editor or development portions of the Software as part of another toolkit, plugin pack, template, marketplace product, or software-development package;
9. operate the Software as a hosted service, service bureau, white-label product, or competing software service for third parties unless Exaro expressly authorizes such use;
10. systematically copy Exaro proprietary source code or user-interface elements for the purpose of creating a substantially similar competing software product;
11. reverse engineer, decompile, or disassemble portions of the Software for which source code has not been provided, except to the extent applicable law expressly permits such activity notwithstanding this restriction;
12. access Exaro systems in an unauthorized manner; or
13. use the Software in violation of the Exaro Acceptable Use Policy or applicable law.

Nothing in this section prohibits you from independently developing competing software without copying or misusing Exaro's proprietary Software or confidential material.

The Software may require activation or periodic license verification.

For those purposes, Exaro may process information reasonably necessary to:

• validate your License Key or account entitlement;
• verify your license tier and whether your subscription is active;
• enforce the number of licensed Seats;
• identify an authorized device or installation;
• prevent fraud or license abuse; and
• maintain licensing records.

This may include a License Key, account or entitlement identifier, device or machine identifier, Software version, and limited technical information necessary for licensing.

The handling of personal information associated with activation is governed by the Exaro Privacy Policy.

Activation systems may include reasonable offline grace periods or other mechanisms determined by Exaro.

Schedule A, sections A6 and A7 state what the Exaro Model Engine sends for activation, verification, and building.

Exaro may require reactivation following material hardware changes, reinstallation, account changes, or other events reasonably affecting license verification.

When your subscription ends, the Software stops offering you Updates, and the features your subscription unlocked stop at the next license check, except the version you keep under section 3.

If a purchase is validly refunded, the license associated with the refunded purchase terminates, its License Key is revoked automatically, and you must stop using the refunded Software.

If you materially violate this Agreement, Exaro may suspend access to Exaro-hosted services, accounts, downloads, future Updates, or other services as permitted by applicable law.

Exaro will not use technical measures to remotely disable locally installed Software as a contractual enforcement remedy where such electronic self-help is prohibited by applicable law.

Nothing in this section prevents ordinary expiration of a time-limited entitlement or other license behavior that is lawful and clearly disclosed as part of the purchased license.

Exaro may make Updates available from time to time.

Updates may:

• fix bugs;
• modify features;
• add features;
• remove obsolete functionality;
• address security issues;
• support newer Unreal Engine or Blender versions; or
• discontinue support for older environments.

Updates are included while your subscription is active. Updates released after that require an active subscription (section 3; for Exaro Model, Schedule A, section A2).

Exaro does not guarantee that every version of the Software will support every past or future version of Unreal Engine, Blender, Windows, third-party plugin, API, model provider, or other dependency.

Supported configurations will be identified in applicable documentation or product information.

Nothing in this section limits mandatory rights concerning updates or conformity that applicable consumer law gives you.

The Software may allow you to connect to Third-Party Services such as artificial-intelligence APIs, model providers, cloud platforms, or development services.

You may be required to supply your own API keys, credentials, accounts, or subscriptions.

Unless expressly stated otherwise, you are responsible for:

• obtaining access to the Third-Party Service;
• paying charges imposed by the Third-Party Service;
• protecting your credentials;
• complying with the provider's terms;
• evaluating the provider's privacy and data-handling practices; and
• determining whether the provider is appropriate for your use case.

Third-Party Services are not controlled by Exaro. Their:

• availability;
• pricing;
• rate limits;
• models;
• policies;
• output quality;
• content restrictions; and
• functionality

may change independently of Exaro.

Exaro is not responsible for a Third-Party Service discontinuing or changing its service.

Where reasonably practical, Exaro may modify integrations in response to third-party changes, but Exaro does not guarantee indefinite compatibility with any particular provider.

The Software may facilitate requests to artificial-intelligence or machine-learning services.

AI-generated output can contain errors, omissions, security vulnerabilities, artifacts, inaccurate information, or unexpected results.

You are responsible for reviewing generated:

• code;
• meshes;
• materials;
• textures;
• animations;
• scripts;
• configuration changes;
• project modifications; and
• other outputs

before relying upon or distributing them.

Where the Software presents an approval or preview workflow before making a material change, you are responsible for reviewing the proposed change before approving it.

Exaro does not claim ownership of content merely because it was generated through the Software.

However, rights in AI-generated output may depend on:

• applicable law;
• the Third-Party Service used;
• that provider's terms;
• the Input used; and
• the nature of the resulting output.

Exaro does not guarantee that any particular AI-generated output is copyrightable, unique, non-infringing, or suitable for commercial use.

As between you and Exaro, you retain your rights in Projects, prompts, source files, images, models, code, and other content you provide to or create with the Software, subject to any rights held by third parties.

You are responsible for ensuring that you have the necessary rights to material you provide to the Software or a connected Third-Party Service.

Use of Inputs and other information by Exaro is governed by the Terms of Service and Privacy Policy.

Use of content by a Third-Party Service is governed by that provider's applicable terms and policies.

The Software may contain third-party or open-source components.

Such components may be governed by separate license terms.

Where a third-party or open-source license requires notices, attribution, source availability, or other terms, those terms apply to the applicable component.

Nothing in this EULA is intended to restrict rights granted directly to you under an applicable open-source license. This includes your rights under the GNU General Public License in the Exaro Model Blender Extension (Schedule A, section A1).

Third-party license notices may be provided:

• with the Software;
• in documentation;
• in a NOTICES or LICENSES file; or
• through another reasonable location identified by Exaro.

Exaro may make experimental, beta, preview, or pre-release features available.

Such functionality may:

• contain additional bugs;
• change without notice;
• be incomplete;
• produce unexpected results; or
• be discontinued.

Beta or experimental functionality should not be relied upon for critical production systems unless Exaro expressly states that it is production-ready.

Mandatory consumer rights remain unaffected.

Fees, billing periods, and license duration are disclosed at or before purchase.

Exaro Unreal plans and the Exaro Studio bundle are subscriptions that renew automatically until you cancel, as set out in section 3. Paid Exaro Model plans are subscriptions that renew automatically until you cancel, as set out in Schedule A, section A2; Exaro Model Free is free of charge (section A15).

You may ask for a full refund of your first Exaro Unreal or Exaro Studio bundle payment within 14 days, no reason needed. A refund ends the subscription and revokes its License Key (section 11).

Refund eligibility is governed by the Exaro Studio Refund Policy and applicable law.

A valid full refund terminates the associated Software license.

Nothing in this Agreement limits refund, cancellation, conformity, or other consumer rights that cannot legally be waived.

The Software is licensed, not sold.

As between you and Exaro, Exaro retains all right, title, and interest in the Software, including its:

• source code;
• object code;
• architecture;
• user interface;
• documentation;
• trademarks;
• branding; and
• other intellectual property,

except for components owned by third parties.

No rights are granted except those expressly stated in this Agreement.

If you voluntarily provide suggestions, ideas, bug reports, or other feedback concerning Exaro, you grant Exaro permission to use that feedback to develop, improve, market, and operate its products without payment or other obligation to you.

This does not transfer ownership of your Projects or other unrelated content to Exaro.

Support services, if any, are provided according to the plan or product description applicable to your license.

Exaro does not guarantee a particular response time or resolution time unless expressly stated in a separate service-level agreement.

You may be asked to provide logs, configuration information, Unreal Engine or Blender version information, or other diagnostic information reasonably necessary to investigate a technical problem.

To the maximum extent permitted by applicable law, the Software is provided "as is" and "as available."

Except for express representations made by Exaro, Exaro disclaims implied warranties including merchantability, fitness for a particular purpose, title, and non-infringement to the extent those warranties may legally be disclaimed.

Exaro does not warrant that:

• the Software will be error-free;
• the Software will operate without interruption;
• the Software will support every hardware or software configuration;
• every third-party integration will remain available;
• generated output will be correct or suitable for production;
• the Software will meet every user's particular requirements; or
• all Software versions will be maintained indefinitely.

Some jurisdictions do not permit certain warranty exclusions. In those jurisdictions, these exclusions apply only to the extent permitted by law.

Nothing in this Agreement excludes rights that cannot legally be waived.

In jurisdictions providing mandatory rights concerning digital content or software, you may be entitled to remedies if the Software is materially defective, not supplied, or does not conform to what was promised.

Depending on applicable law, remedies may include:

• correction or repair;
• replacement;
• a price reduction;
• termination; or
• refund.

This EULA will be interpreted consistently with such mandatory rights.

To the maximum extent permitted by applicable law, Exaro and its owners, officers, employees, contractors, and affiliates will not be liable for indirect, incidental, special, exemplary, consequential, or punitive damages arising from or relating to the Software.

This includes, to the extent permitted by law:

• lost profits;
• lost revenue;
• lost data;
• loss of goodwill;
• business interruption;
• project delays; or
• costs of substitute products or services.

To the maximum extent permitted by law, Exaro's total aggregate liability arising from or relating to the Software or this Agreement will not exceed the greater of:

1. the amount you paid to Exaro for the applicable Software during the twelve months preceding the event giving rise to the claim; or
2. one hundred U.S. dollars ($100).

These limitations do not apply to liability that applicable law does not permit Exaro to exclude or limit.

To the extent permitted by law, if you use the Software on behalf of a business or for commercial purposes, you agree to defend, indemnify, and hold harmless Exaro and its owners, officers, employees, contractors, and affiliates against third-party claims and reasonable expenses arising from:

• your unlawful use of the Software;
• your violation of this Agreement;
• your unauthorized redistribution of the Software;
• content you provide to the Software;
• your violation of another person's rights; or
• your misuse of a Third-Party Service.

This provision does not impose an indemnification obligation on a consumer where applicable law prohibits such an obligation.

This Agreement begins when you accept it or first download, install, activate, or use the Software.

For Subscriptions, the license continues while your subscription is active and, for a version you keep under section 3, after it ends, unless terminated for material breach.

You may terminate this Agreement by discontinuing use of and uninstalling the Software.

If you materially breach this Agreement, Exaro may terminate your license as permitted by applicable law.

Where the breach is reasonably capable of cure, Exaro may provide notice and an opportunity to cure before termination when appropriate.

Upon termination of your Software license, you must stop using the applicable Software except for rights expressly stated to survive.

Existing Distributed Projects

Termination or expiration does not ordinarily require you or your customers to stop using completed Projects that were lawfully created and distributed while you held a valid license.

Authorized Runtime Components incorporated into those Projects may continue to operate and be distributed as part of those Projects.

However, this provision does not legitimize copies of Exaro Software that were distributed in violation of this Agreement.

Sections concerning ownership, restrictions, liability, existing distributed Projects, and other provisions that by their nature should survive termination will survive.

You may not use, export, re-export, or transfer the Software in violation of applicable export-control, sanctions, or trade laws.

You are responsible for complying with laws applicable to your use and location.

This Agreement is governed by the laws of the Commonwealth of Virginia, United States, without regard to conflict-of-law principles.

Subject to mandatory consumer protections and jurisdictional rights that cannot legally be waived, disputes arising from this Agreement will be brought in the state or federal courts of the Commonwealth of Virginia.

Nothing in this provision deprives a consumer of mandatory protections provided by the laws of the consumer's place of residence.

This EULA governs the Exaro Software.

Schedule A contains the product-specific terms for Exaro Model.

The Exaro Terms of Service govern your Exaro account, website use, purchases, and general use of the Services.

The Exaro Asset License governs marketplace Assets unless product-specific terms state otherwise.

The Acceptable Use Policy governs prohibited use of Exaro services and systems.

The Refund Policy governs refund eligibility.

The Privacy Policy explains how Exaro handles personal information.

If two agreements directly conflict:

1. product-specific terms control for the specific product;
2. this EULA controls regarding the Software;
3. the Asset License controls regarding marketplace Assets; and
4. the Terms of Service control regarding general website and account matters.

Exaro may update this Agreement from time to time.

Material changes will apply prospectively unless applicable law permits otherwise.

For a version you keep, Exaro will not materially reduce the core license rights previously granted solely by posting a new version of this Agreement.

For online services and subscriptions, updated terms may apply to future service or subscription periods after reasonable notice where required.

You may not transfer this Agreement or your Software license except with Exaro's written permission or where applicable law gives you a non-waivable right to do so.

Exaro may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets.

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions remain effective.

The affected provision will be enforced to the maximum extent permitted by law consistent with its intended purpose.

A failure by Exaro to enforce a provision of this Agreement does not waive Exaro's right to enforce that provision later.

This Agreement, together with terms expressly incorporated by reference, constitutes the agreement between you and Exaro regarding the Software and supersedes prior agreements concerning the same Software to the extent permitted by law.

Unreal® and Unreal Engine® are trademarks or registered trademarks of Epic Games, Inc. in the United States and elsewhere.

Exaro Studio is an independent product and is not affiliated with, endorsed by, or sponsored by Epic Games, Inc.

Blender is a trademark of the Blender Foundation. Exaro Model is an independent product and is not affiliated with, endorsed by, or sponsored by the Blender Foundation.

All other trademarks belong to their respective owners.

Questions regarding this Agreement may be sent to:

Exaro Studio
Email: support@exarostudio.com
Website: exarostudio.com