THIS AGREEMENT ("Agreement") is entered into as of this 1st day of December, 2023, by and between AlignUI, LLC, a business incorporated under the laws of the State of Delaware, with an address in Middletown, Delaware, 19709, New Castle County ("Company") and the obtaining party of the design materials ("User").

WHEREAS, the User desires to use the said design materials offered by the Company, either through purchase mechanism or on a complimentary basis, under the terms stated in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

DEFINITIONS

• "Materials" refer to the design materials provided by the Company, including but not limited to the Free and Pro versions of AlignUI.

• "Gratis" refers to the materials offered without charge.

• "User" refers to the individual or entity obtaining the Materials from the Company.

• "Pro" refers to the paid variant of the Materials.

• "Projects" shall mean User's planned initiatives including but not limited to client assignments, personal endeavors, and commercial engagements.

I. ACCEPTANCE OF TERMS

By obtaining the Materials, the User expressly agrees to and accepts the terms and conditions as stipulated in this Agreement.

II. LICENSE GRANT

The Company hereby grants to User a perpetual, worldwide, non-exclusive, non-transferable, revocable license to use the Materials, subject strictly to the terms and conditions of this Agreement.

III. SCOPE OF USE

User shall have the liberty to implement the Materials in an unlimited number of Projects, subject to the restrictions explicitly outlined in this Agreement.

IV. PAYMENT TERMS

The User agrees to pay the Company the purchase price as set out on the Company's website. This purchase price is exclusive of any taxes, levies, or duties imposed by taxing authorities, and the User shall be responsible for payment of all such taxes, levies, or duties.

V. INTELLECTUAL PROPERTY RIGHTS

All title, ownership rights, and intellectual property rights of the Materials shall remain exclusively vested with the Company. Any unauthorized use of the Materials may result in prosecution under intellectual property laws.

VI. UNAUTHORIZED ACTIVITIES

User is expressly prohibited from the following:

a. Selling, distributing, sublicensing, or granting rights, in original, altered, or derivative form, of the Materials to third parties.

b. Creating competing products, UI kits, frameworks, or templates with the Materials or derivatives thereof.

c. Disseminating, publishing, or otherwise making the Materials publicly accessible online or through other means.

d. Redistributing or making available the Materials as stock, in a tool or template, or with source files, either on its own or bundled with other items, even if modified.

e. Redistributing or making available the Materials as-is or with superficial modifications. For example, You can't purchase a template, convert it to an HTML template, and sell or give it to more than one client.

f. Licensing an item and then making it available as-is on your website for your users to download.

g. Using the Materials to create Projects that are designed to allow a User to customize and build their own Projects using the Materials.

h. Transforming any components, examples, or any Materials into code and distributing the resulting code to third parties.

VII. WARRANTY & SUPPORT

The Company warrants that the Materials adhere to the descriptions provided in the official documentation. The Company does not warrant that the Materials will meet all of the User’s requirements or that the use of the Materials will be uninterrupted or error-free.

VIII. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable laws, the Company's liability for losses or damages, directly or indirectly arising from the use of the Materials, shall be limited to the refund of the purchase price, if applicable.

IX. PRODUCT RETURNS AND SUPPORT

The Company, recognizing the digital nature of the product, does not offer refunds. However, we are committed to providing support in the event of any issues with the product or the selling platform.

X. BREACHES AND REMEDIES

Any recourse for breaches of this Agreement will be in accordance with the laws governing the Agreement and may include civil action or other legal remedies available under such laws.

XI. GOVERNING LAW

This Agreement shall be governed by the laws of the state of Delaware, without reference to conflict of laws principles.

XII. DISPUTE RESOLUTION

In the event of a dispute arising from this Agreement, the Parties consent to settle such disputes through arbitration in the state of Delaware. If arbitration fails to resolve the dispute satisfactorily, legal action may be taken in a court located in Delaware.

XIII. AMENDMENTS

The Company reserves the right to modify this Agreement at any point. Any changes will be communicated promptly.

XIV. LICENSE DURATION

The license granted to the User for the Materials is valid for the lifetime of the User. This means that once the User has obtained the Materials, they have the perpetual right to use them in accordance with the terms of this Agreement. However, any violations of the terms outlined in this Agreement may result in the revocation of the license.

XV. ENTIRE AGREEMENT

This Agreement embodies the entire understanding between the parties and there are no promises, terms, conditions, or obligations, oral or written, expressed or implied, other than those contained herein. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.