EULA

Updated 22th of March, 2024

This End User License Agreement ("Agreement") is a legal agreement between you (either an individual or an entity) ("Customer") and Teal Tools Inc., a Delaware corporation ("Teal Tools"), and governs you access to and use of the Dekaf software services (collectively "Dekaf Software"). This Agreement applies to Trial Licenses, Free Licenses and Professional Licenses of the Dekaf Software. Use of and access to the Dekaf Software is conditioned upon your compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. Your use of the Dekaf Software indicates your acceptance of this Agreement. We may modify this Agreement (including any policies we reference) at any time by posting a revised version on the Dekaf website or by otherwise notifying you in accordance with Section 10.7. The modified Agreement will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Dekaf Software after the effective date of any modifications to this Agreement, you agree to be bound by the modified Agreement. We last modified this Agreement on the date listed at the beginning of this agreement.

IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY AND "CUSTOMER" SHALL REFER HEREIN TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE.

LICENSE

1.1 Evaluation License. Subject to the terms of this Agreement, Dekaf grants to Customer a limited, non-exclusive, non-transferable license solely during the Evaluation Term (as defined below) to use the Dekaf Software solely for evaluation use in development and testing environments, and not for production use. As used herein, "Evaluation Term" means fifteen (15) days from the date of download by Customer or such other period specified in writing by Dekaf.

1.2 License Terms. Following the Evaluation Term, on a Free License or a Professional License, subject to the terms of this Agreement, Dekaf grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the applicable Term (as defined below) to use the Dekaf Software solely for Customer's internal business operations. Subject to the restrictions set forth in Section 1.6 below, Customer may permit its third-party service providers to use the Dekaf Software to provide outsourced services to Customer, and Customer will be solely responsible for such service provider's compliance with this Agreement. "Named User" means any unique licensed user of the Dekaf Software who is authorized by the Customer to access or use the Dekaf Software.

1.3 Additional Restrictions and Limitations. Customer shall not, and shall not permit or encourage any of Customer’s Named Users, or any employee, contractor, consultant, or third party to:

(a) sublicense, sell, distribute or pledge the Dekaf Software or any of the rights herein;

(b) use the Dekaf Software other than as expressly permitted by this Agreement, or use the Dekaf Software for third-party training, software-as-a-service, time-sharing or service bureau use;

(d) use any third party software, including any open source software, in conjunction with the Dekaf Software, unless Customer ensures that such use does not cause the Dekaf Software to become subject to any third party license applicable to such third party software or require the public disclosure or distribution of the Dekaf Software or the licensing of the Dekaf Software for the purpose of making derivative works;

(e) modify, translate, decrypt, create derivative works based on, disassemble, de-compile or reverse engineer any portions of the Dekaf Software, or otherwise attempt to gain access to the source code to such Dekaf Software (or the underlying ideas, algorithms, structure or organization of the object code in the Dekaf Software). The foregoing restriction is inapplicable to the extent prohibited by applicable law; provided that, in the event that Customer intends to disassemble, decompile or reverse engineer such Dekaf Software, Customer shall first provide Dekaf with written notice thereof.

bypass or breach any security device or protection used by the Dekaf Software or access or use the Dekaf Software other than by a Named User through the use of valid access credentials;

input, upload, transmit, or otherwise provide to or through the Dekaf Software any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code; or

use the Dekaf Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law.

1.4 Suspension of Access; Reservation of Rights. Dekaf reserves the right to modify or suspend Customer’s access to or use of the Dekaf Software in its sole discretion, without prior notice and without liability to Dekaf in the event: (a) Dekaf reasonably believes that Customer’s access to or use of the Dekaf Software may result in liability to Dekaf or adversely affect the integrity, functionality or usability of the Dekaf Software, including without limitation, interfering with the access to or use of the Dekaf Software by other users; (b) Customer is in breach of this Agreement, including without limitation, a failure to pay any amounts due under this Agreement; or (c) for scheduled maintenance. Dekaf shall not be responsible for any damages, liabilities or losses of Customer in connection with any suspension of the Dekaf Software that result from the foregoing. Dekaf reserves all rights not expressly granted in this Agreement. No rights are granted by implication.

1.5 Delivery of Materials. The Dekaf Software, and any versions, updates or maintenance releases of any component thereof, will be delivered only through an electronic transfer.

1.6 Support and Maintenance. Dekaf is not obligated to provide maintenance and support services for the Dekaf Software licensed under this Agreement. In the event that Dekaf, in its sole discretion, elects to make available to Customer any updates or maintenance releases of the Dekaf Software, such updates or maintenance releases shall be deemed Dekaf Software under this Agreement.

1.7 Preview Releases. Dekaf may invite you to try our beta services or features under development (“Beta Services or Features”) at no charge. You may accept or decline any such invitation at your sole discretion. Beta Services or Features will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services or Features are for evaluation purposes only and not for production use, and are not considered Dekaf Software under this Agreement, are not supported, and may be subject to additional terms. Dekaf may discontinue Beta Services or Features at any time in Dekaf's sole discretion. Dekaf is undertaking no obligation to release a generally available version of Beta Service or Feature. We will have no liability for any harm or damage arising out of or in connection with a Beta Service or Feature.

USER AND PERFORMANCE DATA.

Dekaf may from time to time use and process data about Customer's use of the Dekaf Software and Third Party Software for the purposes of creating statistics and analytics data. Dekaf may use such data for its own business purposes, including to maintain and improve the Dekaf Software, Third Party Software and other services and to monitor and analyse its activities in connection with the performance of such services. Customer acknowledges that certain features of the Dekaf Software and Third Party Software are configured to collect and report telemetry data to Dekaf. To the extent the Customers inputs anu personal data into the cloud services and the processing is subject to the EU General Data Protection Regulation (2016/679, the “GDPR”), Dekaf and the Customer acknowledge that the Customer acts as a data controller and Dekaf is the data processor processing personal data together with its subprocessors on behalf of the Customer for the purpose of providing the services. All such processing of the Costomer’s personal data by Dekaf is subject to the data processing addendum found at https://www.dekaf.io/dpa.

OWNERSHIP.

Customer acknowledges that Dekaf or its licensors retain all proprietary rights, title and interest, including all intellectual property rights, in and to the Dekaf Software and any changes, corrections, bug fixes, enhancements, updates and other modifications thereto (collectively, "Modifications"), and as between the parties all such rights shall vest in Dekaf. Customer acknowledges that the licenses granted in Section 1 do not include the right to prepare any Modifications of the Dekaf Software.

FINANCIAL TERMS.

4.1 Customer shall pay Licensor any fees or payments in advance.

4.2 Licensor may increase annual recurring fees upon providing written notice at least sixty (60) days before the end of the then current Term.

4.3 Fees payable to Licensor are exclusive of all applicable sales, use, value-added, goods and services, consumption, withholding, excise and any other similar taxes or government charges ("Taxes"). Customer shall pay Licensor such applicable Taxes listed on the relevant invoice, which may be in addition to the total fees due and listed on an applicable order form.

4.4 Except as otherwise provided herein, all fees paid by Customer are non-refundable and no right of setoff exists.

FEEDBACK.

Customer is under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Dekaf Software ("Feedback"). If Customer chooses to offer Feedback to Dekaf, Customer hereby grants Dekaf a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Dekaf Software or otherwise use any Feedback Dekaf receives from Customer. Customer also irrevocably waives in favor of Dekaf any moral rights which Customer may have in such Feedback pursuant to applicable copyright law. Dekaf acknowledges that any Feedback is provided on an "as-is" basis with no warranties of any kind. Feedback shall constitute Confidential Information of Dekaf for purposes of Section 6.

CONFIDENTIALITY

6.1 Nondisclosure and Limited Use. Each party shall retain in confidence the non-public information and know-how disclosed or made available by the other party pursuant to this Agreement which is either designated in writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing (which may be via email) as confidential within thirty (30) days of the oral disclosure or should reasonably be understood to be confidential by the recipient (the "Confidential Information"). The Dekaf Software and Modifications shall be Dekaf's Confidential Information. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information; (b) refrain from using the other party's Confidential Information except for the purpose of performing its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees and subcontractors as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding written use and disclosure restrictions at least as protective as those set forth herein). Each party shall immediately notify the other party of any unauthorized disclosure or use of any Confidential Information and assist the other party in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested by such other party. The foregoing obligations will not apply to Confidential Information of the other party which is: (i) already publicly known without breach of this Agreement; (ii) discovered or created by the receiving party without use of, or reference to, the Confidential Information of the disclosing party, as shown in records of the receiving party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) required to be disclosed by law or court order; provided that the receiving party shall provide prompt notice thereof and reasonable assistance to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Moreover, either party hereto may disclose any Confidential Information hereunder to such party's agents, attorneys and other representatives (and only subject to confidentiality obligations at least as protective as those set forth herein) or any court of competent jurisdiction as reasonably required to resolve any dispute between the parties hereto.

6.2 Remedies. Any breach or threatened breach of this Section may cause irreparable injury to the disclosing party and, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving party, without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.

INDEMNITY

7.1 Licensor shall, at its own expense, defend or at its option, settle, any claim or action brought against Customer to the extent it is based on a claim that the Dekaf Software, as may be updated, from time to time, by Licensor and used in accordance with this Agreement, infringes any patent, copyright, or any trade secret of a third party. Furthermore, Licensor will indemnify and hold Customer harmless from and against damages, costs, and fees reasonably incurred (including reasonable attorneys' fees) that are attributable exclusively to such claim or action and which are assessed against Customer in a final judgment. Licensor's obligations to defend, settle, or indemnify Customer are subject to (i) Customer promptly notifying Licensor in writing of such claim; (ii) Licensor having the exclusive right to control such defense and/or settlement; and (iii) Customer providing reasonable assistance (at Licensor's expense) in the defense thereof. Customer shall not settle any claim, action or proceeding without Licensor's prior written approval.

7.2 LICENSOR SHALL NOT DEFEND, INDEMNIFY, OR HOLD CUSTOMER HARMLESS FOR ANY CLAIM IF: (A) CUSTOMER MADE MODIFICATIONS TO THE TEAL TOOLS SOFTWARE OR PORTIONS THEREOF; (B) SUCH CLAIM WOULD HAVE BEEN AVOIDED BY USE OF THE THEN CURRENT RELEASE OF THE TEAL TOOLS SOFTWARE MADE AVAILABLE TO CUSTOMER; (C) CUSTOMER CONTINUED ITS ALLEGEDLY INFRINGING ACTIVITY AFTER BEING PROVIDED WITH MODIFICATIONS THAT WOULD HAVE AVOIDED THE ALLEGED INFRINGEMENT; OR (D) SUCH CLAIM IS BASED ON CUSTOMER'S OUTPUT.

7.3 IF LICENSOR DEFENDS OR SETTLES AN INFRINGEMENT CLAIM ARISING UNDER SECTION 7.1 ABOVE, LICENSOR'S LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY (IN ADDITION TO THE "INDEMNITY") SHALL BE FOR LICENSOR AT ITS OWN EXPENSE, TO EITHER (A) REPAIR, REPLACE OR MODIFY THE AFFECTED TEAL TOOLS SOFTWARE OR (B) ALTERNATIVELY, PROCURE FOR CUSTOMER THE RIGHT TO CONTINUE TO USE THE AFFECTED TEAL TOOLS SOFTWARE. IF THE FOREGOING REMEDIES ARE NOT COMMERCIALLY FEASIBLE (IN THE REASONABLE OPINION OF LICENSOR), LICENSOR MAY CANCEL THE APPLICABLE ORDER AND, AS APPLICABLE, FOR THE AFFECTED TEAL TOOLS SOFTWARE, REFUND THE LICENSE FEES PAID TO LICENSOR BY CUSTOMER FOR THE AFFECTED TEAL TOOLS SOFTWARE.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

8.1 Disclaimer of Any Warranties. TEAL TOOLS MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TEAL TOOLS SOFTWARE OR ANY OTHER MATERIALS PROVIDED HEREUNDER. TEAL TOOLS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE TEAL TOOLS SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

8.2 Limitation of Liability. IN NO EVENT SHALL TEAL TOOLS'S LIABILITY ARISING UNDER THIS AGREEMENT EXCEED $500. TEAL TOOLS WILL NOT BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CLAIM OR DEMAND BY ANY OTHER PARTY, HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY LAW) UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) EVEN IF TEAL TOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

TERM AND TERMINATION

9.1 Term. Unless terminated earlier in accordance with Section 9.2 below, this Agreement and the license granted hereunder will be effective as of the date Customer purchases the Dekaf Software (the "Effective Date") and shall continue for a term defined in an order form from the Effective Date (together with each renewal term, the "Term"). Where no order form is signed, the Term shall be considered to be twelve (12) months. Thereafter, the license shall automatically renew for successive terms of the same length as the original term, unless Customer notifies Dekaf in writing, such notice to be sent by email to support@teal.tools, at least fifteen (15) days prior to the end of the current term of Customer's intention to terminate the license.

9.2 Termination. The license granted hereunder shall immediately terminate if Customer breaches Section 1 of this Agreement, regardless of whether Dekaf notifies Customer of such termination. In addition, Dekaf shall have the right to terminate this Agreement and the license granted herein upon written notice in the event the Customer fails to perform or observe any material term or condition of this Agreement and such default has not been cured no later than ten (10) days after written notice of such default to the Customer. Dekaf may also terminate this Agreement immediately if the Customer: (a) terminates or suspends its business; (b) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute; (c) becomes insolvent or subject to direct control by a trustee, receiver or similar authority; or (d) has wound up or liquidated, voluntarily or otherwise.

9.3 Effect of Termination. The provisions of this Agreement that by their nature extend beyond the termination of this Agreement will survive termination. All of Customer's rights in the Dekaf Software will terminate immediately upon termination of this Agreement. Customer shall not be entitled to any refund of fees paid. No later than five (5) days after termination of this Agreement, Customer shall return to Dekaf or, upon Dekaf's request, destroy or render inaccessible, at Customer's sole expense, all Confidential Information of Dekaf and materials containing any Confidential Information of Dekaf, and discontinue use of and uninstall the Dekaf Software, including all copies thereof. Nothing contained herein shall limit any other remedies that Dekaf may have for the default of Customer under this Agreement nor relieve Customer of any of its obligations incurred prior to such termination.

MISCELLANEOUS

10.1 Assignment. Customer shall not assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, to any third party without Dekaf's prior written consent. Any purported transfer, assignment or delegation without such prior written consent will be null and void and of no force or effect. Dekaf shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to this Section, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

10.2 Entire Agreement; Modification; Waiver. This Agreement represents the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement, and is not intended to confer upon any third party any rights or remedies hereunder. Customer acknowledges that it has not entered in this Agreement based on any representations other than those contained herein. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both parties. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

10.3 Third Party Software. Dekaf also makes available certain third party open source software ("Third Party Software"). The Third Party Software shall be subject to the applicable open source license(s) and not this Agreement, and is provided by Dekaf at no charge. To the extent the terms of open source licenses applicable to Third Party Software prohibit any of the restrictions in this Agreement, such restrictions will not apply to such Third Party Software. To the extent the terms of open source licenses applicable to Third Party Software require Dekaf to make an offer to provide source code or related information in connection with the Third Party Software, such offer is made.

10.4 Governing Law. This Agreement shall in all respects be governed by the laws of the State of Delaware without reference to its principles of conflicts of laws. The parties hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the federal and state courts within the City and County of Wilmington, Delaware. Customer hereby consents to the personal and exclusive jurisdiction and venue of these courts. The parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods.

10.5 Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect.

10.6 Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

10.7 Notices. All notices permitted or required under this Agreement shall be in writing and shall be deemed to have been given when delivered in person (including by overnight courier), or three (3) business days after being mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing, or when sent if by email. It is your responsibility to keep your email address(es) current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. Notices made by you to Dekaf should be sent via email to legal@dekaf.io.

10.8 U.S. Government Restricted Rights. If Dekaf Software is being licensed by the U.S. Government, the Dekaf Software is deemed to be "commercial computer software" and "commercial computer documentation" developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, shall be subject solely to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense ("DOD") shall be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors.

10.9 Export Law Assurances. Customer understands that the Dekaf Software is subject to export control laws and regulations. Customer may not download or otherwise export or re-export the Dekaf Software or any underlying information or technology except in full compliance with all applicable laws and regulations, in particular, but without limitation, United States export control laws. None of the Dekaf Software or any underlying information or technology may be downloaded or otherwise exported or re- exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of specially designated nationals or the U.S. Commerce Department's list of prohibited countries or debarred or denied persons or entities. Customer hereby agrees to the foregoing and represents and warrants that customer is not located in, under control of, or a national or resident of any such country or on any such list.

10.10 Construction. The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement. No rule of construction resolving any ambiguity in favor of the non-drafting party shall be applied hereto. The word "including", when used herein, is illustrative rather than exclusive and means "including, without limitation."

10.11 Force Majeure. In no event shall Dekaf be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Dekaf’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

PUBLICITY RIGHTS

Dekaf may identify Customer as a user of the Dekaf Software and may use Customer’s name, logo, and other trademarks in Dekaf’s customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Customer can deny Dekaf this right at any time by submitting a written request via email to support@dekaf.io, requesting to be excluded from Dekaf promotional material. Requests made after purchasing may take thirty (30) calendar days to process. Otherwise, neither party may use the name, logo, or other trademarks of the other party for any purpose without the other party’s prior written approval.