End User License Agreement

This End User License Agreement (the "Agreement") governs the license of software that Fengming Media Solutions LLC ("Fengming", "we") delivers for installation on servers or infrastructure controlled by the customer (the "Licensee"), as described in the corresponding order form (the "Order Form"). If there is a conflict, the Order Form prevails over this Agreement.

The software is licensed for professional use only. By installing or using the software, or by accepting an Order Form, the Licensee accepts this Agreement.

1. Definitions

• Software: the software identified in the Order Form, in object code and, where delivered, in source code, including updates provided by Fengming and its Documentation.
• Documentation: installation guides, user guides and technical descriptions provided by Fengming.
• Licensed Scope: the limits of use set out in the Order Form, such as the number of installations, domains, organizations or users, and the license term.

2. License grant

2.1. Subject to payment of the applicable fees and compliance with this Agreement, Fengming grants the Licensee a non-exclusive, non-transferable and non-sublicensable license to install and use the Software within the Licensed Scope, solely for the Licensee's internal business purposes, for the term stated in the Order Form.

2.2. The Licensee may make the copies of the Software reasonably necessary for backup and disaster recovery.

3. Restrictions

Except as expressly permitted by this Agreement, the Order Form or mandatory law, the Licensee will not: (a) use the Software beyond the Licensed Scope; (b) sell, rent, lend, sublicense, distribute or make the Software available to third parties, including as a service to other organizations; (c) modify, translate or create derivative works of the Software, unless the Order Form allows customization; (d) reverse engineer, decompile or disassemble the Software; (e) remove or alter notices of ownership, trademarks or licensing controls; or (f) use the Software in breach of applicable laws.

4. Installation, hosting and data

4.1. The Licensee is responsible for providing and maintaining the infrastructure that meets the requirements in the Documentation, for installing the Software (unless installation services are included in the Order Form), and for the security, backups, availability and configuration of its environment.

4.2. All data processed with the Software installed on the Licensee's infrastructure is under the Licensee's exclusive control, and the Licensee is the controller of that data. Fengming does not access it, except when the Licensee grants access to provide support or installation services; in that case, Fengming will act as processor under the terms of the Data Processing Addendum, which apply to that access.

5. Updates and support

Updates, new versions and technical support are provided only to the extent included in the Order Form or in a support and maintenance plan in force. Fengming will provide support by email at support@fengming.media. Fengming is not obliged to support versions of the Software that have been modified by the Licensee or that are not the current or immediately preceding version.

6. Fees

The Licensee will pay the fees set out in the Order Form, in the manner and within the periods stated therein. Fees are exclusive of taxes.

7. Verification

Upon reasonable notice, and no more than once a year, the Licensee will provide information reasonably required to verify that the Software is used within the Licensed Scope. If use exceeds the Licensed Scope, the Licensee will pay the corresponding fees at the current price.

8. Intellectual property

The Software is licensed, not sold. Fengming and its licensors retain all rights, title and interest in the Software, the Documentation and the Fengming brand. Third-party components included in the Software are subject to their own licenses, which are listed in the Documentation and prevail regarding those components.

9. Confidentiality

The Software, its source code (if delivered) and the Documentation are confidential information of Fengming. The Licensee will protect them with at least reasonable care and will disclose them only to its personnel who need them to use the Software and are bound by confidentiality obligations.

10. Warranty

10.1. Fengming warrants, for ninety (90) days from delivery, that the Software will perform materially in accordance with the Documentation when properly installed and used. The Licensee's exclusive remedy for breach of this warranty is the correction or replacement of the Software or, if that is not possible within a reasonable time, termination of the license and a refund of the license fees paid for the non-conforming Software.

10.2. Except as expressly provided in this Agreement, the Software is provided "as is" and Fengming disclaims all other warranties, express or implied, to the maximum extent permitted by law.

11. Limitation of liability

11.1. Neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or business.

11.2. Fengming's total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid by the Licensee under the Order Form in the twelve (12) months preceding the event giving rise to the claim.

11.3. These limitations do not apply to liability that cannot be limited under applicable law or to breaches of sections 3 or 9 by the Licensee.

12. Term and termination

12.1. The license remains in force for the term stated in the Order Form. Either party may terminate this Agreement if the other party materially breaches it and does not remedy the breach within thirty (30) days of receiving written notice.

12.2. Upon termination, the Licensee will stop using the Software and will uninstall and destroy all copies, except for the data generated by the Licensee, which remains its property and which it may export before uninstalling.

13. Export control

The Licensee will comply with all applicable export control and sanctions laws of the United States and other relevant jurisdictions and will not export, re-export or use the Software in breach of them.

14. General

14.1. Governing law and jurisdiction. This Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming.

14.2. Assignment. The Licensee may not assign this Agreement or the license without Fengming's prior written consent.

14.3. Notices. Notices to Fengming must be sent to legal@fengming.media.

14.4. Entire agreement. This Agreement and the Order Form constitute the entire agreement between the parties regarding the Software. If any provision is held invalid, the remaining provisions will remain in force.