END USER LICENSE AGREEMENT (EULA)

Rebel Studios AI — Desktop Software License Agreement

Effective Date: 4/12/2026 — Last Updated: 4/12/2026

1. Grant of License

1.1 Single-Device License

Subject to the terms of this EULA and your payment of all applicable fees, REBEL STUDIOS AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one (1) copy of the Software on a single computer or device owned or controlled by you (the "Licensed Device"). This license is for your personal or internal business use only.

1.2 License Key

Access to the Software requires a valid, unique license key issued to you at the time of purchase ("License Key"). Each License Key may only be used to activate the Software on one (1) Licensed Device at a time. You may not:

• Share, distribute, sell, sublicense, or otherwise transfer your License Key to any third party;
• Use a single License Key on more than one device simultaneously;
• Attempt to generate, forge, replicate, or circumvent the License Key system;
• Use the Software on a device after deauthorizing or uninstalling it without re-activating through the Company's then-current reactivation process.

1.3 Device Transfer

You may transfer the Software to a replacement device (e.g., following hardware failure) by deactivating the License Key on the original device through the Software's settings or by contacting [email protected]. REBEL STUDIOS AI reserves the right to limit the number of device transfers to two (2) per license per calendar year.

2. License Verification and Server-Side Monitoring

2.1 Periodic License Verification

The Software includes a license verification mechanism that periodically contacts REBEL STUDIOS AI's servers ("Verification Server") to confirm that your License Key is valid, active, and authorized for use on the Licensed Device. This verification may occur:

• At Software launch;
• At periodic intervals during use (approximately every one (1) month);
• Upon certain user-triggered events (e.g., accessing premium features).

2.2 Offline Grace Period

If the Licensed Device cannot connect to the Verification Server (e.g., due to network unavailability), the Software will continue to function in offline mode for a grace period of up to fifteen (15) consecutive days. After the grace period expires, certain features may be restricted until a successful verification is completed.

2.3 What Is Transmitted

During verification, the Software transmits only the information reasonably necessary to confirm license validity, which may include:

• Your License Key or a cryptographic hash thereof;
• A unique device identifier generated at installation;
• The Software version number;
• Basic platform metadata (operating system type and version).

The Company does not use this mechanism to collect usage metrics, personal files, or other data unless separately disclosed. See the Privacy Policy for complete details.

2.4 Consequences of Failed Verification

If verification fails for reasons other than temporary connectivity issues (e.g., use of an invalid, revoked, or multi-device License Key), the Company may, in its discretion: (i) restrict functionality to read-only or limited mode; (ii) display a license warning; or (iii) deactivate the Software pending resolution. The Company will provide a reasonable opportunity to cure licensing issues before deactivation.

3. Restrictions

You may not, and may not permit any third party to:

1. Copy or reproduce the Software except as expressly permitted in this EULA;
2. Modify, translate, adapt, merge, or create derivative works based on the Software;
3. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent permitted by applicable law notwithstanding this restriction;
4. Remove, obscure, or alter any proprietary notices, labels, or marks on the Software;
5. Circumvent, disable, or tamper with any license enforcement, verification, or access control mechanisms;
6. Use the Software to develop any product that competes directly with the Software;
7. Use the Software in any manner that violates applicable law or third-party rights;
8. Rent, lease, lend, sell, redistribute, or sublicense the Software.

4. Intellectual Property

The Software and all copies thereof are proprietary to REBEL STUDIOS AI and title thereto remains with the Company. All rights in the Software not specifically granted in this EULA are reserved. The Software is protected by copyright law, trade secret law, international treaties, and other applicable intellectual property laws. You acquire no ownership interest in the Software under this EULA.

5. Updates and Upgrades

The Company may, from time to time, provide updates, patches, or bug fixes ("Updates") to the Software. Updates may be delivered automatically or may require manual installation. This EULA governs any Updates unless they are accompanied by a separate license agreement. The Company is under no obligation to provide any Updates.

6. Term and Termination

6.1 Term

This EULA is effective upon your acceptance and remains in effect until terminated.

6.2 Termination by You

You may terminate this EULA at any time by uninstalling the Software from the Licensed Device and destroying all copies in your possession.

6.3 Termination by the Company

The Company may terminate this EULA immediately upon written notice if you:

• Materially breach any provision of this EULA and fail to cure such breach within thirty (30) days after receiving written notice thereof;
• Attempt to circumvent license verification or key authentication mechanisms;
• Violate any applicable law in connection with your use of the Software.

6.4 Effect of Termination

Upon termination, you must immediately cease all use of the Software and destroy all copies. Sections 4, 7, 8, 9, and 10 survive termination.

7. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REBEL STUDIOS AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REBEL STUDIOS AI DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT DEFECTS WILL BE CORRECTED.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REBEL STUDIOS AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS EULA OR YOUR USE OF THE SOFTWARE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THIS EULA SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE SOFTWARE LICENSE OR FIFTY DOLLARS ($50) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Attorney's Fees Reciprocity: If either party brings a claim that the other party substantially prevails on, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, to the extent permitted by applicable law and the rules of the applicable forum.

No Refund on Abusive Claims: If you initiate a formal arbitration or court proceeding and the claim is dismissed or decided entirely in Licensor's favor, Licensor reserves the right to terminate your license and withhold any refund, in addition to any fee-shifting remedies available under Section 9.4(e)(iii).

9. Dispute Resolution

9.1 — Governing Law

This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or your use of the Software — including questions about its existence, validity, formation, interpretation, breach, or termination — shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles, except to the extent that applicable federal law controls. The parties acknowledge that this Agreement relates to a transaction subject to New York General Obligations Law §§ 5-1401 and 5-1402.

9.2 — Informal Dispute Resolution (Mandatory Condition Precedent)

Before either party initiates any arbitration or court proceeding (other than as provided in Sections 9.6 and 9.7), the disputing party must complete the following steps, which are a mandatory condition precedent to any formal proceeding:

• (a) Written Notice. The disputing party must send a written Notice of Dispute by email to the other party (for Licensor: [email protected]; for you: your account registration email, or by certified mail to Licensor's principal business address). The Notice must include: (i) the claimant's full name and contact information; (ii) a description of the nature and factual basis of the claim; (iii) the specific relief and dollar amount sought; and (iv) any supporting documentation the claimant believes is relevant.
• (b) Response Period. The receiving party shall have thirty (30) calendar days from receipt of the Notice to respond in writing and propose a resolution.
• (c) Good-Faith Negotiation Period. Following the response (or expiration of the response period), the parties shall have an additional thirty (30) calendar days to negotiate in good faith toward resolution, for a total Negotiation Period not to exceed sixty (60) calendar days from initial Notice receipt.
• (d) Tolling. The applicable statute of limitations and any arbitration filing deadlines are tolled during the Negotiation Period.
• (e) Low-Cost Resolution Encouraged. Given that Licensor is a small independent software developer, the parties agree to make reasonable, good-faith efforts to resolve disputes at minimal cost to both parties — including by telephone or video conference — before resorting to formal proceedings.

9.3 — Mediation (Optional)

If the claim is not resolved under Section 9.2, either party may elect a single session of non-binding mediation under the JAMS Mediation Rules or the AAA Consumer Mediation Procedures before commencing arbitration. Costs of mediation shall be shared equally. Mediation is voluntary and shall not extend the Negotiation Period unless both parties agree in writing.

9.4 — Binding Individual Arbitration

• (a) Agreement to Arbitrate. If a dispute is not resolved through the process in Section 9.2, each party agrees to resolve it exclusively through final and binding individual arbitration, subject to the exceptions in Section 9.6. The arbitration shall be administered by JAMS under its Streamlined Arbitration Rules & Procedures (for claims under $250,000) or Comprehensive Arbitration Rules & Procedures (for claims at or above $250,000), as in effect at the time of filing (available at www.jamsadr.com), except as modified herein. If JAMS declines or is unavailable, the parties shall mutually select an alternative provider; if they cannot agree within fifteen (15) days, either party may petition the United States District Court for the Northern District of Illinois to appoint a neutral arbitrator under 9 U.S.C. § 5.
• (b) Seat and Hearing Location. The arbitration shall be seated in Chicago, Illinois. All hearings shall be conducted remotely by videoconference as the default, unless the arbitrator orders otherwise for good cause. Neither party is required to appear in person unless both parties agree.
• (c) Arbitrator Qualifications. A single neutral arbitrator shall be selected pursuant to the applicable JAMS rules. The arbitrator shall have demonstrated experience in commercial contracts and software licensing.
• (d) Authority. The arbitrator may award any remedy available under applicable law on an individual basis, subject to the limitations set forth elsewhere in this Agreement. The arbitrator may not award relief to or against any person who is not a party to the individual arbitration, and may not award punitive damages except where expressly required by statute.
• (e) Fees and Costs.
  • (i) Fee allocation is governed by the applicable JAMS fee schedule, except as modified below.
  • (ii) Licensor Fee Cap. For any claim where you seek $45.95 or less in total relief, Licensor's total obligation for JAMS filing, administrative, and arbitrator fees shall not exceed $49.95. If applicable JAMS fees exceed this cap, the parties shall negotiate in good faith to reduce costs — including by agreeing on a modified process — or either party may elect to proceed in small claims court instead.
  • (iii) Fee-Shifting for Frivolous Claims. If the arbitrator determines that a claim was frivolous or brought in bad faith, the arbitrator may award Licensor its reasonable attorneys' fees and costs incurred in defending that claim, to the extent permitted by applicable law.
  • (iv) Each party bears its own attorneys' fees unless the arbitrator awards fees under applicable law or subsection (iii) above.
• (f) Mass Arbitration Batching Procedure. If twenty (20) or more claimants file arbitration demands raising substantially similar claims against Licensor within any ninety (90) day period (a "Mass Arbitration"), the following batching procedure shall apply in lieu of simultaneous individual proceedings:
  • (i) All Mass Arbitration claims shall be stayed pending selection of five (5) bellwether claims — three (3) selected by claimants' counsel and two (2) by Licensor — to be arbitrated first as test cases.
  • (ii) The bellwether arbitrations shall proceed to final award under the standard procedures above.
  • (iii) After the bellwether awards are issued, the parties shall engage in a sixty (60) day global mediation before a single JAMS mediator, with costs shared equally, in an attempt to resolve all remaining claims.
  • (iv) Any remaining claims not resolved in mediation shall proceed in further batches of ten (10) claims, sequentially, with sixty (60) days between batches.
  • (v) The statute of limitations for all stayed Mass Arbitration claims is tolled for the duration of this procedure.
• (g) Governing Law for Arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration provision. New York substantive law governs all underlying disputes.
• (h) Award Finality. The arbitrator's award is final and binding and may be confirmed as a judgment in any court of competent jurisdiction. Proceedings to confirm, vacate, or modify the award shall be brought exclusively in the courts identified in Section 9.7.

9.5 — Class Action and Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• (A) YOU AND LICENSOR EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION, WHETHER IN ARBITRATION OR IN COURT.
• (B) YOU AND LICENSOR EACH WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE SUBJECT TO THIS AGREEMENT.

If a court holds the class action waiver in subsection (A) unenforceable as to a particular claim, that claim is severed and shall proceed in court under Section 9.7. The remaining claims shall proceed in arbitration.

Section 9.6 — Exceptions — Permitted Court Proceedings

The following claims may be brought in court without first completing the arbitration process:

• (a) Small Claims Court (Strongly Preferred for Low-Value Claims). Any individual claim within the monetary jurisdiction of the small claims court for the county of your residence, or Cook County, Illinois for Licensor-initiated claims. Given the nature of this software and its price point, most consumer disputes will fall within small claims jurisdiction, and both parties are encouraged to use this low-cost forum. Licensor shall not remove or appeal a small claims action to a court of general jurisdiction.
• (b) Intellectual Property. Any claim for actual or threatened infringement or misappropriation of patents, copyrights, trademarks, trade secrets, or other intellectual property rights.
• (c) Injunctive or Emergency Relief. Any application for a temporary restraining order or preliminary injunction to prevent irreparable harm pending arbitration, which shall be brought in the courts identified in Section 9.7.

Section 9.7 — Exclusive Venue for Court Proceedings

For any court proceeding permitted under Section 9.6 or to confirm, vacate, or modify an arbitration award, each party irrevocably consents to the exclusive personal jurisdiction and venue of: (i) the United States District Court for the Northern District of Illinois, Eastern Division; or (ii) if federal subject matter jurisdiction is absent, the Circuit Court of Cook County, Illinois. Each party waives any objection to venue in these courts on grounds of inconvenience or otherwise.

Section 9.8 — Opt-Out Right

You may opt out of the arbitration agreement in Sections 9.4 and 9.5 by emailing [email protected] with the subject line "ARBITRATION OPT-OUT" within thirty (30) days of first accepting this Agreement. Your message must include your full name, the email address associated with your license, and a statement that you are opting out of arbitration. Opting out does not affect any other term of this Agreement. If you do not opt out within this period, you waive any right to challenge the arbitration or class action waiver provisions on grounds of lack of assent.

Section 9.9 — Severability

If any provision of this Section 9 is unenforceable, it shall be severed, and the remaining provisions continue in full force. The class action waiver in Section 9.5(a) is non-severable from the arbitration agreement in Section 9.4 — if the class action waiver is found wholly unenforceable, the entire arbitration agreement shall be void as to that dispute, which shall then proceed in the courts identified in Section 9.7.

10. General Provisions

10.1 Entire Agreement

This EULA, together with the Privacy Policy and Purchase & Refund Policy, constitutes the entire agreement between you and REBEL STUDIOS AI concerning the Software and supersedes all prior agreements.

10.2 Severability

If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

10.3 No Waiver

Failure to enforce any provision shall not constitute a waiver.

10.4 Export Compliance

You represent that you are not located in, under the control of, or a national of any country subject to U.S. export restrictions, and that you will comply with all applicable export control laws.

10.5 Contact

REBEL STUDIOS AI | [email protected]