End User License Agreement

Version 1.0 · Effective date: October 1, 2026

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “I AGREE”, OR BY ACTIVATING OR USING KORA STUDIO, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACTIVATE OR USE THE SOFTWARE. THIS AGREEMENT CONTAINS PROFESSIONAL-RELIANCE TERMS AND A DISCLAIMER OF WARRANTIES (SECTIONS 8 AND 11), A LIMITATION OF LIABILITY (SECTION 12), YOUR INDEMNITY OBLIGATIONS (SECTION 13), YOUR CONSENT TO THE DATA COLLECTION DESCRIBED IN SECTION 7, AND, IN SECTION 15, A BINDING ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, A JURY TRIAL WAIVER AND A ONE-YEAR DEADLINE FOR CLAIMS. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS (SECTION 15.10).

This End User License Agreement (“Agreement“) is between Dextall Inc., a New York corporation with its principal place of business at 575 Lexington Ave, Floor 14, New York, NY 10023 (“Dextall“, “we“, “us“), and the Licensee. “Licensee” means the organization on whose behalf an Authorized User uses the Software or, where an Authorized User uses it only for their own professional purposes and not on behalf of an organization, that individual. Dextall issues each License Key to a specific named individual (an Authorized User), not to an organization as a pool of licenses. If you accept this Agreement on behalf of an organization, you represent that you are authorized to bind it; if you are not, you are bound individually. The organization is responsible for its Authorized Users’ compliance, and you personally agree to comply with Sections 2, 3, 5, 6, 8 and 16.1, which Dextall may enforce directly against you, and you agree that Sections 7.10, 11, 12, 13 (as limited by Section 13.2), 15 and 16.11 apply to you and govern any claim you bring against Dextall or any Protected Person arising out of or relating to this Agreement, the Software, Outputs, the Site or data collected through them. “You” means the Licensee and, where the context requires, the Authorized User.

Scope. This Agreement applies only to the Kora Studio design and modeling software for Autodesk Revit. It does not apply to, govern or amend any other Dextall product, software, service, website or agreement.

1. Definitions

• “Software” means the Kora Studio design and modeling software for Autodesk Revit, in object-code form, including any updates, upgrades, patches, templates, libraries, content and Documentation that Dextall provides.
• “Documentation” means user guides, help files and technical specifications for the Software that Dextall makes available.
• “License Key” means the unique key, license file or other credential issued through the Account Area that enables activation of the Software.
• “Account Area” means the user account area on the Site where Authorized Users access their License Keys and download the Software.
• “Site” means kora.studio, the Account Area and related web pages.
• “Terms” means the Kora Studio Terms & Conditions that govern the Site.
• “Authorized User” means an individual to whom Dextall has issued a License Key in their own name.
• “Your Content” means the models, designs, drawings, parameters and other data you create, import or process using the Software, excluding Dextall Elements.
• “Dextall Elements” means Dextall panel systems, Revit families, details, rules, libraries, product specifications and other Dextall content included in, generated by or made available through the Software, wherever they appear, including in Your Content.
• “Outputs” means any layout, geometry, schedule, quantity, dimension, weight, notification, warning, threshold, check, performance indication, report or other result produced by the Software.
• “License Term” means the period from the start date to the expiration date assigned to a License Key, or, if none is assigned, until terminated under Section 14.

2. License grant

2.1 License. Subject to your continued compliance with this Agreement, Dextall grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the License Term for its Authorized Users to install and use the Software, solely (a) with a validly licensed copy of Autodesk Revit, (b) by the Authorized User to whom the License Key was issued, and (c) for the Licensee’s internal business purposes of designing and evaluating building facade systems.

2.2 Installations. Each License Key may be activated on up to one device at a time used by the same Authorized User, unless Dextall specifies otherwise in the Account Area.

2.3 Licensed, not sold. The Software is licensed, not sold. Dextall and its licensors reserve all rights not expressly granted in this Agreement. No implied licenses are granted.

2.4 Pre-release features. Dextall may designate some features or versions as “beta”, “preview” or “evaluation”. These are provided for testing, may be incomplete, may change or be withdrawn at any time, and are provided strictly “AS IS” without any support or warranty. Non-public information about pre-release features is Confidential Information (as defined in Section 6.5).

2.5 Eligibility and business use. The Software is intended solely for business and professional use in the architecture, engineering and construction industry. By accepting this Agreement you represent that you are at least 18 years old and are acquiring and using the Software for purposes relating to your trade, business, craft or profession, and not as a consumer.

3. License keys, accounts and activation

3.1 Accounts. Dextall creates accounts and issues each License Key to a specific named Authorized User. You must provide accurate information and keep it current.

3.2 Personal credentials. License Keys, license files and account credentials are personal to the Authorized User. You must not share, publish, sell, copy to other devices or transfer them, or allow anyone else to use them. You are responsible for all activity under your License Key and account. Notify Dextall immediately at privacy@kora.studio if you suspect unauthorized use.

3.3 Activation and validation. The Software must be activated with a valid License Key and periodically contacts Dextall’s licensing provider to validate the license. The Software may stop working if validation fails, the License Term expires, or the License Key is revoked. An internet connection is required for activation and periodic validation. License controls are designed only to disable Software functionality and not to delete or modify Your Content.

3.4 Expiry and revocation. Dextall may set, extend, suspend or revoke License Keys, including where it suspects misuse, a breach of this Agreement, or a security risk.

3.5 No liability for deactivation. Dextall is not liable for any loss arising from the Software not activating or ceasing to function, including because of license expiry, revocation, validation failure, loss of internet connectivity, or an outage of Dextall’s or a third party’s licensing, hosting or network services.

3.6 Compliance verification. Dextall may use license and diagnostic data described in Section 7 to verify compliance with this Agreement, including detecting shared, duplicated or excess activations. On Dextall’s reasonable request, not more than once in any twelve-month period unless Dextall reasonably suspects non-compliance, the Licensee will certify in writing, signed by an authorized representative, the number of devices and Authorized Users using the Software and its compliance with Sections 2, 3 and 5.

3.7 Organization responsibility. The Licensee is responsible for the acts and omissions of its Authorized Users and must tell Dextall promptly when an Authorized User leaves or is no longer authorized to act for it, so that Dextall can revoke that License Key.

4. Fees

4.1 Freemium license. Dextall currently provides the Software on a freemium basis. Dextall has no obligation to continue providing a free license, or any particular feature in a free edition, and may change which features are included in any free or paid edition at any time.

4.2 Future paid plans. Dextall may introduce paid editions, subscriptions or premium features. Any fees, billing terms and refund terms will be presented to you before purchase and will apply only if you expressly accept them; Dextall will not charge you without that acceptance. If Dextall decides to end the free license as a whole, it will give reasonable notice where practicable through the Account Area, the Software or by email. Your sole and exclusive remedy for any change to, or discontinuation of, the free license or any free feature is to stop using the Software.

4.3 Taxes. If paid plans are introduced, fees will be exclusive of taxes, which you will be responsible for, except for taxes on Dextall’s net income.

4.4 No reliance on future functionality. Your decision to accept this Agreement is not contingent on the delivery of any future feature, version, integration or edition, or on any public or private statement by Dextall about its product roadmap.

5. Restrictions

Except as expressly permitted by this Agreement or by applicable law that cannot be excluded by contract, you must not, and must not permit anyone else to:

• copy, modify, translate, adapt or create derivative works of the Software;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or underlying structure of the Software;
• bypass, disable or interfere with License Key validation, license files, usage limits, clock-change detection, security or any other technical protection measure, including by altering the system clock;
• rent, lease, lend, sell, sublicense, distribute, host or make the Software available to any third party, including as a service bureau or time-sharing offering;
• remove or alter any proprietary notices, labels, legends or marks, including any in Outputs or Dextall Elements;
• extract, export or reuse Dextall Elements, except as permitted in Section 6.3;
• systematically test inputs and Outputs of the Software to reconstruct Dextall Elements, rules, thresholds or libraries;
• use the Software, Outputs, Dextall Elements or data derived from them to train, fine-tune or improve any machine-learning or artificial-intelligence model or system;
• access or use the Software or the Account Area if you are, or act for, a competitor of Dextall in designing, manufacturing or supplying facade systems, without Dextall’s prior written consent;
• obtain or try to obtain an account or License Key using false or misleading information or for an undisclosed person;
• use the Software to build a competing product, or benchmark it for publication without Dextall’s prior written consent;
• use the Software in violation of any law, including export control and sanctions laws; or
• use any automated means (bots, scripts) to extract data from the Software or the Account Area.

6. Ownership, confidentiality and trademarks

6.1 Dextall IP. The Software, Documentation, Dextall Elements and all related intellectual property rights are and remain the exclusive property of Dextall and its licensors.

6.2 Your Content. As between you and Dextall, you retain your rights in Your Content. Dextall does not claim ownership of Your Content. To the extent any of Your Content is provided to Dextall — for example, files you send to support, or information included in error reports as described in Section 7 — you grant Dextall and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, process and use it, for as long as reasonably needed, to provide, support, secure and improve the Software, to verify compliance with and enforce this Agreement, and to comply with law. You represent that you have all rights needed to grant this license.

6.2A Outputs. As between you and Dextall, Outputs form part of Your Content, except for any Dextall Elements they contain, which remain subject to Sections 6.1 and 6.3, and your rights in Outputs are subject to Section 5. Dextall retains all rights in the methods, rules, logic, algorithms and know-how used by the Software to generate Outputs. Nothing in this Agreement prevents Dextall from generating, for itself or others, Outputs that are similar or identical to yours.

6.3 Dextall Elements in your designs. You may use Dextall Elements and Outputs in your designs and share those designs with anyone, including owners, consultants, contractors and other manufacturers or suppliers, for any project. Dextall retains ownership of Dextall Elements and the Software. This Section does not permit you to extract Dextall Elements from the Software for use as a standalone library, or to copy or replicate the Software, its rules or its libraries, which Section 5 governs. Including Dextall Elements in a design does not mean that Dextall has reviewed that design or will supply it (see Section 8).

6.4 Feedback. If you give Dextall suggestions, ideas, bug reports or other feedback, you grant Dextall a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use, disclose and exploit it for any purpose, without any obligation of confidentiality, attribution or compensation, and, to the extent permitted by law, you waive any moral rights in it. Dextall owns all improvements to its products, whether or not based on feedback.

6.5 Confidentiality. The Software, its non-public features and pre-release versions, its underlying rules, thresholds and libraries, and any non-public pricing, technical, product or roadmap information you receive from Dextall are Dextall’s “Confidential Information“. You must use Confidential Information only as permitted by this Agreement, protect it with at least reasonable care, and not disclose it to anyone except your employees and contractors who need to know it and are bound by written confidentiality obligations at least as protective as this Section. Designs and Outputs you share under Section 6.3 are not Confidential Information. You are responsible for any use or disclosure by persons to whom you disclose Confidential Information. This Section does not apply to information that is or becomes public through no fault of yours, that you already lawfully knew without restriction, or that you independently developed without use of Confidential Information. You may disclose Confidential Information where required by law, after giving Dextall prompt notice where legally permitted. Obligations regarding trade secrets continue for as long as they remain trade secrets.

6.6 Trademarks; no endorsement. “Dextall”, “Kora Studio” and related logos are trademarks of Dextall. You may use the names Dextall and Kora Studio only to accurately identify Dextall products in your project documents. You must not otherwise use Dextall’s trademarks or logos, or state or imply that Dextall has reviewed, approved, verified, certified, endorsed or warranted any design, Output, project or person, without Dextall’s prior written consent.

7. Data collection and privacy

7.1 What the Software collects. The Software does not ask you for, and is not designed to collect, your name, email address or company name as separate data fields. However, some of the technical data described in Sections 7.2 and 7.3 can identify you or your organization. For example, a Windows username or computer name is often based on a person’s name, a Windows domain or workgroup name is often based on an organization’s name, and file, project or model names may include the names of people, clients or projects. Dextall can also link a License Key to the Account Area account to which it was issued. Dextall treats this data as personal data where applicable law does so. Account details provided in the Account Area are described in the Terms.

7.2 License validation. To activate and validate your license, the Software sends the following to Dextall’s licensing provider, Keygen: your License Key; a machine fingerprint made up of your computer name, operating system version and processor count; your computer name as the device name; and your IP address.

7.3 Error reporting and diagnostics. To detect, diagnose and fix errors and crashes, the Software sends the following to Dextall’s error-reporting provider, Sentry: (a) a random identifier generated for your installation, which does not contain your name, username or email address; (b) your Windows username and Windows domain or workgroup name; (c) your computer name; (d) operating system, runtime and device details (such as Windows version, .NET version, processor type and count, and memory); (e) the Software version and environment; (f) session start and end times and whether the session ended normally or crashed; and (g) error messages, stack traces and a record of recent in-app events leading up to an error. Before an error report is sent, the Software replaces the Windows username in file paths with a placeholder. Error messages and file paths may still include file or folder names, project or model names, and Revit element identifiers and parameter names. The Software does not include your IP address in error reports, and Dextall configures Sentry not to store IP addresses. The Software is not designed to upload your Revit project files.

7.4 Data stored on your computer. The Software keeps activity logs on your computer. Except for the record of recent in-app events included in error reports under Section 7.3(g), and any logs you choose to send to Dextall support, these logs are not sent to Dextall. The Software also stores license files and license dates on your computer, protected with Windows encryption (DPAPI), together with timing records used to detect changes to the system clock. You must keep license files secure and must not copy them to other devices or share them; anyone who has a license file could use your license until it expires. Tampering with these files or with the system clock to extend or bypass a license is a breach of Section 5.

7.5 Why Dextall uses this data. Dextall uses the data described in Sections 7.2 and 7.3 to activate and validate licenses, prevent license misuse and verify compliance with this Agreement, keep the Software secure, and diagnose, fix and improve the Software. Dextall does not sell this data and does not use it for advertising. Dextall may create aggregated or de-identified data from it and use that for any lawful purpose, provided it does not identify you or your organization. Dextall will maintain such data in de-identified form, will not attempt to re-identify it, and will contractually prohibit recipients from re-identifying it.

7.6 Who receives it and how long it is kept. This data is processed by Dextall and by its service providers Keygen (licensing) and Sentry (error reporting), which may process it in the United States or other countries, and by Dextall’s software development contractors, which may be located outside your country, when they investigate errors. Dextall may also disclose it where required by law, to protect its rights, or to a successor in a merger, acquisition or sale of assets. Dextall keeps error reports for up to 90 days, license validation records for the License Term and up to 24 months afterwards, and other data only as long as needed for the purposes in Section 7.5, to resolve disputes, or as required by law.

7.7 Error reporting is on by default. License validation is required for the Software to activate and continue to operate. Error reporting is not required for the Software to operate, but Dextall relies on it to detect and fix defects and security issues in a product it provides on a freemium basis, and the current version does not include a setting to turn it off. Dextall may add one in a future version. You may object to error reporting at any time by contacting privacy@kora.studio with your License Key or installation identifier. Dextall will respond as required by applicable law, which may include stopping processing of error reports for the installations you identify unless Dextall has compelling legitimate grounds that override your interests. If you do not want this data collected, do not install or use the Software.

7.8 Your rights and contact. Depending on where you are located, you may have rights to access, correct, delete or receive a copy of your personal data, or to object to or restrict its processing. To make a request or ask a privacy question, contact privacy@kora.studio. Because the Software does not collect your name or email, Dextall may ask for your License Key, computer name or Windows username to find the data relating to you. Dextall will not discriminate against you for exercising these rights.

7.9 EEA, UK and Switzerland. Dextall Inc. is the controller of the data described in this Section 7. Dextall processes license validation data to perform this Agreement (Article 6(1)(b) GDPR) and error-reporting data, and license data used to detect misuse, on the basis of its legitimate interests in securing, maintaining and improving the Software, preventing license misuse and verifying compliance with and enforcing this Agreement (Article 6(1)(f) GDPR). You may object at any time to processing based on legitimate interests by contacting privacy@kora.studio. Transfers outside the EEA, UK or Switzerland rely on a transfer mechanism recognized under applicable law, such as the EU–U.S. Data Privacy Framework where the recipient is certified or the European Commission’s Standard Contractual Clauses. You may lodge a complaint with your local data protection authority.

7.10 Consent to collection and transmission. By accepting this Agreement and activating the Software, you acknowledge the data practices described in this Section 7 and expressly consent to the Software collecting the data described in Sections 7.2 and 7.3 from your device and transmitting it, including your IP address and device identifiers, to Dextall and to Keygen and Sentry acting as Dextall’s service providers on its behalf (your IP address is sent to Keygen for license validation; it is not included in error reports sent to Sentry). If the Licensee is an organization, it represents that it has given any notices to, and obtained any consents from, its Authorized Users and other personnel that applicable law requires for this collection. Where the GDPR or UK GDPR applies, Dextall relies on the legal bases in Section 7.9 and not on this consent.

7.11 Handling of diagnostic data. Dextall treats error-report content derived from Your Content (such as file, project or model names, element identifiers and parameter names) as confidential, uses it only for the purposes in Section 7.5, and limits access to personnel and contractors who need it for those purposes and are bound by confidentiality obligations. Dextall acts as an independent controller of this data and not as a processor on the Licensee’s behalf. Licensees may request further information about Dextall’s data protection measures at privacy@kora.studio.

8. Professional responsibility — important

KORA STUDIO IS A DESIGN AID. IT DOES NOT REPLACE THE JUDGMENT OF A QUALIFIED, LICENSED ARCHITECT OR ENGINEER.

8.1 Preliminary Outputs. All Outputs are preliminary, depend on the inputs and assumptions you provide, and may contain errors, including errors of calculation, rounding, tolerance or conversion between metric and imperial units.

8.2 Your responsibility. You are solely responsible for (a) the accuracy of your inputs; (b) independently checking and verifying all Outputs; (c) compliance with applicable building codes, standards, regulations and project requirements; and (d) obtaining review and sign-off by appropriately licensed professionals before any Output is used for permitting, fabrication, procurement or construction.

8.3 No professional relationship. The absence of a warning or notification in the Software does not mean a design is compliant, buildable or safe. Use of the Software does not create any engineer-of-record, architect-of-record, delegated-design or other professional relationship between you and Dextall. Outputs are not prepared under the responsible charge of any Dextall licensed professional, and Dextall does not assume any design responsibility (including any delegated design responsibility under a construction contract) by providing the Software or Outputs.

8.4 Other Dextall products and services. This Agreement applies only to the Software. Any supply of Dextall panels, engineering or other services, and any other Dextall product or software, is outside the scope of this Agreement and is governed exclusively by its own separate contract with Dextall. Outputs do not form part of any such contract unless that contract expressly incorporates them, and no such contract governs any claim relating to the Software or to Outputs not expressly incorporated into it.

8.5 No offer or quotation. No Output — including any indication that a design is compatible with Dextall systems, and any quantity, dimension, weight, cost, schedule or performance information — is an offer, quotation, price, commitment to supply, or representation that Dextall can or will manufacture any product. Pricing, lead times, technical feasibility and scope are confirmed only in a written contract signed by Dextall.

8.6 No reliance by others. Outputs are provided solely for your use under this Agreement. Dextall does not intend any Output to be used or relied on by any other person and owes no duty to any owner, occupant, architect, engineer, contractor, consultant, lender, insurer or other person who receives or relies on an Output or on a design that incorporates it. If you share Outputs or Dextall Elements with anyone, you must (a) not state or imply that Dextall has reviewed, approved, verified, certified or warranted them; (b) communicate to them the substance of this Section 8; and (c) not remove or obscure any notice or legend the Software places in Outputs.

8.7 No design review. Dextall does not review, check or approve Your Content or your designs. Any receipt or review by Dextall of Your Content, models, error reports, diagnostics or support requests, and any support, training or answers Dextall provides, is solely to support the Software. It is not a design review, engineering service, approval or certification, and it is not an assumption of any duty to you or any third party. Dextall performs engineering review only under a separate written contract described in Section 8.4.

8.8 Generic rules. Any rules, thresholds, tolerances, notifications or checks in the Software are generic parameters. They are not project-specific engineering and not a determination of code compliance, structural adequacy, or thermal, water, air, acoustic or fire performance.

8.9 Dextall Elements may not be current. Dextall Elements reflect Dextall products and specifications as of the date they were created and may not reflect current products, specifications, availability, pricing or lead times. Dextall may change its products at any time without updating the Software. Current information is available only from Dextall in writing.

8.10 Changes to your models. The Software creates, modifies and may delete elements in your Revit models when you run its functions. You are responsible for reviewing all changes the Software makes and for any use of a model after the Software has modified it.

8.11 Assumption of risk. You understand the limitations of the Software described in this Agreement and voluntarily assume all risk arising from the use of Outputs, and from decisions made in reliance on them, by you and by anyone to whom you provide them.

9. Third-party software and services

9.1 Autodesk Revit. The Software is design and modeling software that operates within Autodesk Revit, which you must license separately from Autodesk, Inc. You are solely responsible for holding a valid Revit license and complying with Autodesk’s terms. Dextall is not affiliated with, sponsored by or endorsed by Autodesk. Autodesk and Revit are registered trademarks of Autodesk, Inc. Changes Autodesk makes to Revit may affect the Software’s compatibility; Dextall does not guarantee compatibility with any particular Revit version.

9.2 Open-source components. The Software may include open-source components listed in the Third-Party Notices file supplied with the Software. Those components are licensed under their own licenses, which prevail over this Agreement to the extent required.

9.3 Third-party services. Dextall uses third-party service providers for licensing (Keygen), error reporting (Sentry) and hosting. Dextall is not responsible for outages or acts of third-party services outside its reasonable control.

10. Updates and support

10.1 Dextall may, but is not required to, provide updates, upgrades or new versions. Some updates may be required to keep using the Software (for example, security fixes or licensing changes), and Dextall may deliver updates through the Software. Dextall may add, change, move between editions, or remove features at any time, subject only to Section 4.2 for ending the free license as a whole. Dextall may stop supporting older versions of the Software or of Revit.

10.2 Dextall may provide support at its discretion, through channels and at times it chooses. No service levels apply unless agreed in a separate signed contract.

11. Disclaimer of warranties

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, DOCUMENTATION, DEXTALL ELEMENTS AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. DEXTALL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DEXTALL DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED, THAT OUTPUTS WILL BE ACCURATE OR COMPLIANT WITH ANY CODE OR STANDARD, OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY VERSION OF AUTODESK REVIT OR ANY OTHER SOFTWARE.

11.2 No other statements. No oral or written information or advice given by Dextall or its employees, contractors or representatives — including on the Site, in marketing materials, case studies, demonstrations, webinars, training or product roadmaps — creates any warranty or expands the scope of this Agreement. You have not relied on any such statement in accepting this Agreement.

12. Limitation of liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DEXTALL, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR LICENSORS (THE “PROTECTED PERSONS”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE OR DATA, CORRUPTION OF MODELS OR FILES, BUSINESS INTERRUPTION, COST OF SUBSTITUTE PRODUCTS, PROJECT DELAYS, LIQUIDATED DAMAGES OR PENALTIES UNDER ANY PROJECT CONTRACT, REGULATORY FINES, OR COSTS OR LOSSES ARISING FROM DESIGN OR CONSTRUCTION DEFECTS, REDESIGN OR REWORK, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR OUTPUTS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OF DEXTALL OR ANY PROTECTED PERSON), STRICT LIABILITY, STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 THE TOTAL AGGREGATE LIABILITY OF DEXTALL AND ALL PROTECTED PERSONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TERMS, THE SOFTWARE, OUTPUTS AND THE SITE, TOGETHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO DEXTALL FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (US $100).

12.3 Basis of the bargain. These limitations are an essential basis of the bargain, reflect the freemium nature of the Software, and apply even if a remedy fails of its essential purpose. If applicable law does not allow any of these exclusions or limitations, they apply to the fullest extent that law permits.

12.4 Exclusions. Nothing in this Agreement excludes or limits (a) liability for fraud; or (b) liability for gross negligence or willful misconduct, for bodily injury or death caused by negligence, or any other liability, in each case to the extent it cannot be excluded or limited under applicable law (including New York General Obligations Law § 5-323 where applicable).

13. Indemnity

13.1 Indemnity. To the fullest extent permitted by law, the Licensee will defend, indemnify and hold harmless Dextall, its affiliates, and their officers, directors, employees, contractors and agents (the “Dextall Indemnitees“) from and against any claim, demand, suit or proceeding brought by a third party, and all resulting losses, damages, liabilities, settlements, costs and expenses (including reasonable attorneys’ fees), to the extent arising out of or relating to: (a) any design, drawing, specification, permit application, fabrication, procurement or construction activity by you or your project team that uses or relies on Outputs (excluding claims to the extent caused by defects in products or services Dextall supplies under a separate contract, which that contract governs), including where the claim alleges concurrent negligence of a Dextall Indemnitee (except that, where applicable law, including New York General Obligations Law § 5-322.1, prohibits indemnification of a party for its own negligence, this obligation applies to the fullest extent permitted and excludes only the portion of loss attributable to that Dextall Indemnitee’s own negligence); (b) any claim that Your Content (excluding Outputs to the extent generated by the Software from Dextall Elements without modification by you), or Dextall’s use of it as permitted by this Agreement, infringes or misappropriates a third party’s rights or violates law; (c) your breach of this Agreement or violation of law; or (d) any use or disclosure of Outputs or Dextall Elements by any person to whom you provided them contrary to Section 6.3, 6.5 or 8.

13.2 Individuals. If you are an Authorized User acting for an organization Licensee, your personal obligations under this Section 13 are limited to claims arising from your own willful or knowing breach of Section 3.2, 5, 6.3 or 6.5 or your violation of law; the organization remains responsible under Section 13.1.

13.3 Procedure. Dextall will notify you of a claim promptly (delay relieves you only to the extent it prejudices you) and provide reasonable cooperation at your expense. Dextall may control the defense and settlement with counsel of its choice or allow you to do so. You may not settle any claim in a way that imposes any obligation or admission on a Dextall Indemnitee without Dextall’s prior written consent.

14. Term and termination

14.1 This Agreement starts when you accept it and continues until the License Term ends or it is terminated.

14.2 You may terminate this Agreement at any time by uninstalling the Software and destroying all copies.

14.3 Dextall may suspend or terminate this Agreement or any License Key (a) immediately, without notice, if Dextall believes you have breached this Agreement; (b) for convenience, including if Dextall discontinues the Software, giving reasonable notice where practicable; or (c) immediately where required by law, including under Section 16.1, or to address a security risk. Except as agreed in the terms of a paid plan you have accepted, Dextall has no liability to you for any suspension or termination.

14.4 On termination or expiry, your license ends, the Software may stop functioning, and you must uninstall it and destroy all copies of the Software and all other Confidential Information, except that you may keep and continue to use your designs and Outputs, including Dextall Elements as incorporated in them, under Section 6.3. On Dextall’s request, you will certify in writing, signed by an authorized representative, that you have complied with this Section 14.4. Your Content stored on your own systems remains yours. Sections 1, 2.3, 3.2 (as to activity before termination), 3.5, 3.6, 3.7, 4.3 (as to amounts accrued), 4.4, 5, 6, 7, 8, 9, 11, 12, 13, 14.4, 15 and 16, and any other provision that by its nature is intended to survive, survive termination or expiry.

15. Dispute resolution; binding arbitration; class action waiver

PLEASE READ CAREFULLY. THIS SECTION REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION, WAIVES CLASS ACTIONS AND JURY TRIALS, AND LIMITS THE TIME TO BRING CLAIMS. YOU MAY OPT OUT OF ARBITRATION UNDER SECTION 15.10.

15.1 Governing law. This Agreement is governed by the laws of the State of New York, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply. This Section 15 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA“).

15.2 Scope. “Dispute” means any dispute, claim or controversy between you (including your Authorized Users) and Dextall (including its affiliates and their officers, directors, employees, contractors and agents) arising out of or relating to this Agreement, the Terms, the Software, Outputs, the Site, the Account Area, or any data collected through them, whether based on contract, tort, statute (including privacy, wiretap, eavesdropping and consumer-protection laws), fraud or any other theory, and whether arising before or after you accepted this Agreement. A dispute arising under a separate contract described in Section 8.4 is not a Dispute and is resolved under that contract.

15.3 Informal resolution; tolling. Before starting arbitration or a permitted court action, the claimant must send the other party an individual written notice (“Dispute Notice“) stating the claimant’s name, the License Key or account email, a description of the Dispute and the relief sought, personally signed by the claimant (and by counsel, if represented). Dispute Notices to Dextall go to privacy@kora.studio and 575 Lexington Ave, Floor 14, New York, NY 10023. For 60 days after receipt, the parties will try in good faith to resolve the Dispute, including through an individual video or telephone conference on request, which the claimant will attend personally (counsel may attend). All limitation periods and filing-fee deadlines are tolled from receipt of a compliant Dispute Notice until the end of the 60-day period. This Section 15.3 does not apply to actions under Section 15.8(b). A court may enforce this Section 15.3 and may stay or dismiss a proceeding started without compliance.

15.4 Arbitration. Any Dispute not resolved under Section 15.3 will be resolved exclusively by final and binding arbitration before a single arbitrator administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules or, if the AAA determines that its Consumer Arbitration Rules apply, those Rules, together in either case with the AAA Mass Arbitration Supplementary Rules where applicable (the “AAA Rules“), as modified by this Section 15. The seat of arbitration is New York, New York. Hearings may be held by video. For claims of US $25,000 or less, the arbitration will be conducted on documents only unless the arbitrator decides a hearing is necessary. The arbitrator will apply New York substantive law and applicable statutes of limitation, may award any individual relief that a court could award, and will issue a reasoned written award. To the extent permitted by law, the parties will keep the arbitration, including filings, evidence and any award, confidential, except as necessary to enforce or challenge an award, to comply with law or the AAA Rules, or for disclosure to professional advisers and insurers. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator decides all issues, including arbitrability, scope and enforceability of this Section 15, except that a court of competent jurisdiction decides any issue concerning the enforceability, interpretation or application of Sections 15.6, 15.7 and 15.12, and any dispute about arbitration fees under Section 15.5.

15.5 Fees. Each party pays its own attorneys’ fees and costs unless the arbitrator awards them under applicable law or this Agreement. For an individual claimant seeking US $75,000 or less, Dextall will pay all AAA filing, administrative and arbitrator fees above the fee the claimant would pay to file in New York Supreme Court, unless the arbitrator finds the claim frivolous or brought for an improper purpose (under the standard of Federal Rule of Civil Procedure 11(b)).

15.6 CLASS ACTION WAIVER. YOU AND DEXTALL MAY BRING DISPUTES ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON (EXCEPT AS PROVIDED IN SECTION 15.7), MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF (INCLUDING DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING IT AND ONLY TO THE EXTENT NECESSARY FOR THAT PARTY’S INDIVIDUAL CLAIM. THE PARTIES DO NOT CONSENT TO CLASS ARBITRATION.

If applicable law does not permit waiver of a claim for public injunctive relief, that claim will be severed and stayed until the individual claims are arbitrated, and then decided by a court under Section 15.13.

15.7 Mass filings. If 25 or more Dispute Notices or arbitration demands raising substantially similar claims are submitted within any 180-day period by or with the assistance of the same or coordinated counsel or organizations (“Mass Filing“): (a) the AAA Mass Arbitration Supplementary Rules apply; (b) the parties will cooperate so that claims are filed and administered in staged batches of up to 50 claims (one per claimant), with the next batch filed only after the previous batch is resolved or 120 days after its filing, whichever is sooner; (c) claimants whose claims are not yet filed pay no fees, and their limitation periods are tolled until their batch is filed; (d) after the first batch, the parties will mediate the remaining claims in good faith for up to 60 days before further filings; and (e) no award in any batch has preclusive or precedential effect on any other claimant. A court may resolve any dispute about compliance with this Section 15.7 and may enjoin a Mass Filing that does not comply.

15.8 Exceptions. Either party may (a) bring an individual action in small-claims court in New York County or the claimant’s county of residence if it qualifies and remains there on an individual basis; and (b) bring an action in court for infringement, misappropriation or misuse of intellectual property, Confidential Information, Dextall Elements or License Keys, or to seek temporary, preliminary or permanent injunctive relief for such matters. Dextall may also bring an action in court to collect unpaid fees.

15.9 Time limit for claims. To the extent permitted by law, any claim arising out of or relating to this Agreement, the Terms, the Software, Outputs, the Site or the Account Area must be commenced (in arbitration or, where permitted, in court) within one (1) year after it accrued, or it is permanently barred. This applies to claims by either party, except claims by Dextall for infringement or misappropriation of intellectual property, breach of Section 5, 6.3 or 6.5, or unpaid fees. The period is tolled while the informal resolution process in Section 15.3 is pending.

15.10 Opt-out. You may opt out of arbitration (Sections 15.4, 15.5 and 15.7) by sending notice to privacy@kora.studio within 30 days after you first accept this Agreement, stating your name, account email or License Key, and that you opt out of arbitration. An opt-out by an authorized officer of an organization Licensee applies to all of its Authorized Users. A single opt-out, and any rejection under Section 15.11, applies equally to this Agreement and the Terms, and the 30-day period runs from your first acceptance of this Agreement or the Terms, whichever is later. Opting out does not affect any other part of this Agreement, including Sections 15.3, 15.6 (to the extent permitted by law in court), 15.9, 15.13 and 15.14.

15.11 Changes to this Section. If Dextall changes this Section 15 (other than a change to a notice address), you may reject the change by sending notice to privacy@kora.studio within 30 days after it takes effect. If you do, the most recent version of this Section 15 that you accepted continues to govern Disputes between you and Dextall.

15.12 Severability. If the prohibition on class, collective or representative proceedings in Section 15.6 is found unenforceable as to any claim or form of relief, then that claim or relief (and only that) will be severed from arbitration and decided by a court under Section 15.13, after any individual claims have been arbitrated. In no case will a class, collective or representative arbitration be conducted. If any other part of this Section 15 is found unenforceable, it will be severed and the remainder enforced.

15.13 Courts. Any Dispute not subject to arbitration, and any action to compel arbitration or to confirm, modify or vacate an award, will be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to their personal jurisdiction, except that Dextall may seek relief under Section 15.8(b) in any court of competent jurisdiction.

15.14 JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.15 Mandatory law. If a mandatory law of your jurisdiction that cannot be excluded by contract applies despite Section 2.5, this Section 15 applies to the fullest extent that law permits.

16. General

16.1 Export and sanctions. The Software, Documentation and related services are subject to U.S. export control and sanctions laws (including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control) and may be subject to other countries’ laws. You represent that neither you nor any Authorized User (a) is located in, organized under the laws of, or ordinarily resident in Cuba, Iran, North Korea, Russia, Belarus, the Crimea region or the so-called Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, or any other country or region subject to comprehensive U.S. sanctions or U.S. restrictions on software or software services (a “Restricted Territory“); (b) is on, or is 50% or more owned or controlled by persons on, any U.S., UN, EU or UK restricted-party list; or (c) will use the Software for any military, nuclear, missile, chemical or biological weapons end use. You will not export, re-export, transfer or provide access to the Software, License Keys or Outputs in violation of those laws, and you will not use a virtual private network, proxy or other means to access the Software or the Site from a Restricted Territory or to conceal from Dextall that you are located in one. Dextall may block access from Restricted Territories and may suspend or terminate any License Key immediately, without liability, if it believes these laws require it or this Section has been breached.

16.2 U.S. Government end users. The Software is “commercial computer software” and the Documentation is “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Government users obtain only the rights set out in this Agreement.

16.3 Changes to this Agreement. Dextall may update this Agreement. Non-material changes (such as clarifications, corrections, or changes required by law or by a third-party service provider, provided they do not materially reduce your rights or expand the data collected under Section 7) take effect when posted. For material changes, Dextall will give at least 15 days’ notice through the Account Area, the Software or by email before they take effect, and may require you to accept the updated Agreement before continuing to use the Software. Continued use after the effective date means you accept the updated Agreement; if you do not agree, you must stop using the Software. Changes do not apply to any dispute of which Dextall had notice before the change took effect. Section 15.11 governs changes to Section 15.

16.4 Entire agreement; order of precedence. This Agreement, together with the Terms and any terms presented for a paid plan you accept, is the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous understandings, proposals and statements. The Terms govern the Site and the Account Area; this Agreement governs the Software, License Keys, Outputs, Dextall Elements and data collected by the Software. If they conflict, this Agreement prevails for anything relating to the Software, License Keys, Outputs, Dextall Elements or Software data, and the Terms prevail for anything relating only to the Site. The liability limits in Section 12.2 and in the Terms are not cumulative. A separate agreement prevails over this Agreement and the Terms only if it is signed by an authorized officer of Dextall, expressly refers to this Agreement or the Kora Studio software, and expressly states that it overrides this Agreement. Any purchase order or other terms you issue have no effect.

16.5 Assignment. You may not assign or transfer this Agreement without Dextall’s prior written consent. Dextall may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.

16.6 Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest remains in effect, subject to Section 15.12. Failure to enforce a provision is not a waiver.

16.7 Force majeure. Dextall is not liable for delay or failure caused by events beyond its reasonable control, including outages of third-party services, internet or power failures, cyberattacks, epidemics, labor disputes, war, terrorism, natural disasters, sanctions, or acts of government.

16.8 Independent parties. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship.

16.9 Language. This Agreement is written in English. Any translation is provided for convenience only; the English version prevails.

16.10 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. No provision will be interpreted against a party because that party drafted it.

16.11 Electronic acceptance and communications. Clicking “I agree”, ticking an acceptance box, or activating or using the Software is your electronic signature and has the same effect as a handwritten signature. Dextall’s electronic records of your acceptance are evidence of it. You consent to receive agreements, notices, disclosures and other communications from Dextall electronically, and agree that they satisfy any legal requirement that they be in writing.

16.12 Notices. Dextall may give you notices by email to the address on your account, through the Account Area, or within the Software; notices are effective when sent or posted. You must keep your email address current. Notices to Dextall must be sent to privacy@kora.studio, with a copy to Dextall Inc., Attn: Legal, 575 Lexington Ave, Floor 14, New York, NY 10023, and are effective only on receipt.

16.13 No third-party beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns and confers no right, benefit or remedy on any other person, including any owner, architect, engineer, contractor, consultant or other project team member, except that the Protected Persons and Dextall Indemnitees may enforce Sections 8, 11, 12, 13 and 15.

16.14 Equitable relief. A breach or threatened breach of Section 3.2, 5, 6.3 or 6.5 would cause Dextall irreparable harm for which damages would be inadequate. Dextall may seek injunctive or other equitable relief to prevent or restrain it, in addition to any other remedy, without posting a bond or other security to the extent permitted by law.

16.15 Enforcement costs. If Dextall prevails in any action or arbitration to enforce Section 3.2, 5, 6 or 16.1 or to collect fees owed, you will reimburse its reasonable attorneys’ fees and costs.

16.16 Contact. Dextall Inc., 575 Lexington Ave, Floor 14, New York, NY 10023 · privacy@kora.studio