End-User License Agreement ("EULA") of

Neat Video v5 plug-in for Premiere

Effective Date: 7 May 2019

The Neat Video v5 plug-in for Premiere software product

(called "Neat Video" hereunder in this agreement) is licensed
under the terms of this EULA.

This EULA is entered into by and between the licensee ("You", "Your"),
and the licensor namely NeatLab, ABSoft ("NeatLab").

By downloading, copying, installing, accessing or otherwise using any

part of Neat Video You are unconditionally consenting to be bound by
and are becoming a party to this EULA. If You do not unconditionally
agree to all of the terms and conditions of this EULA, You will not
have any right to download, copy, install, access or otherwise use
Neat Video. The acceptance by NeatLab is expressly conditioned upon
Your assent to all the terms and conditions of this EULA.

1. Grant of License
Upon payment of all applicable fees, acceptance of purchase Terms
and Conditions and subject to the terms of this EULA, NeatLab grants
You a time-unlimited, worldwide, non-exclusive, non-sublicensable,
non-transferable, limited license to download, install and use Neat Video.

2. Ownership and Reservation of Rights

NeatLab reserves any rights not expressly granted to You in this EULA.

Neat Video is protected by copyright laws and international copyright

treaties, as well as other intellectual property laws and treaties.

NeatLab shall own all title, ownership rights, and intellectual property
rights in and to the Neat Video (including but not limited to any images,
photographs, animations, video, audio, music and text incorporated into
Neat Video), the accompanying documentation materials and any copies of
Neat Video.

3. Product Editions and Licensing Terms

3.1. Neat Video may be produced in Demo, Home and Pro editions that have
several functional differences and limitations (described in the
documentation of the product) as well as licensing differences:

- Demo edition: a free edition that may be used for evaluation

purposes only;
- Home edition: a non-free edition that may be used for non-commercial
purposes only;
- Pro edition: a non-free edition that may be used for commercial
and other purposes.

3.2. The Demo edition is freely available for download on the website of
Neat Video. The Home and Pro editions are separate downloads that are made
available after purchase.

3.3. When You purchase the Home or Pro edition of Neat Video, You receive
a copy of the corresponding Home or Pro edition of Neat Video and a license
for that edition. The license is personal: it specifies Your Name,
Organization, Number of copies and Registration code. The license is used
to activate and register Neat Video on Your computer(s).

3.4. The license specifies the number of copies ("Number of Copies") of

Neat Video that You may use on one or more of Your computers simultaneously:

- A single-copy license (Number of Copies is one) allows You to install

 and use Neat Video on up to two computers (for example, a desktop and
laptop) provided You are only running it on one of those computers at
a time, not simultaneously on both;

- A multi-copy license (Number of Copies is greater than one) allows

You to install and use Neat Video on several computers simultaneously,
up to Number of Copies (one copy per computer).

3.5. Depending on the edition of Neat Video, specific additional conditions

apply:

Demo edition:
- You may use the Demo edition of Neat Video for evaluation purposes
only. The Demo edition may not be used for commercial purposes.

- The Demo edition has several functional limitations (described in

the documentation of the software) including a visible watermark
added to processed video. You may only use the video produced by
the Demo edition if You keep the watermark intact.

- The Demo edition of Neat Video may be distributed unmodified

provided any charge is to cover distribution costs only.

Home edition:
- You may use the Home edition of Neat Video only if You have a valid
license for that edition and You are the licensee identified by
the license.

- You may use the Home edition of Neat Video for non-commercial
purposes only. If You want to use Neat Video for commercial
purposes, then You must upgrade from the Home to Pro edition
(that can be done via the website of Neat Video).

- You may use the Home edition of Neat Video on Your personal
computer(s) only. The number of those computers is limited
by Number of Copies as described in section 3.4. If You need
to use Neat Video on more computers, then You need to purchase
an additional license for the corresponding number of additional
copies.

- The Home edition of Neat Video has several functional limitations

(described in the documentation of the software) as compared with
the Pro edition. If You want to lift those limitations, You can
upgrade from the Home to Pro edition (via the website of Neat Video).

Pro edition:
- You may use the Pro edition of Neat Video if You have a valid
license for that edition and You are the licensee identified
by the license. If You have purchased Neat Video for use in
Your organization and the name of the organization is specified
in the license, then You can install and use Neat Video on
selected computer(s) of the organization and also let Your
co-workers within the organization use Neat Video on that
(those) computer (computers) provided the number of those
computers is limited by Number of Copies as described in
section 3.4. If You or Your co-workers need to use Neat Video
on more computers, then You need to purchase an additional
license for the corresponding number of additional copies.

- The Pro edition of Neat Video may be used for commercial

and other purposes.

4. General Licensing Terms

You may:
- Download, install and use Your copy of Neat Video Home or
Pro edition without time limit if You are a licensee of
the corresponding Home or Pro edition of Neat Video.

- Make backups of Your copy of Neat Video Home or Pro edition

and Your license for disaster recovery purposes if You are
a licensee of the corresponding Home or Pro edition.

You may not:

- Transfer or assign Your rights and obligations under this
EULA to another party without the prior written consent of NeatLab.

- Sublicense, rent, lease, loan, give access to and sell any edition
of Neat Video or any part of it including the license data without
the prior written consent of NeatLab.

- Share, distribute and disseminate the Home and Pro edition of Neat
Video or any part of it including the license data without the prior
written consent of NeatLab.

- Copy, install, access and otherwise use the Home and Pro edition
of Neat Video if You do not have a valid license for that product
purchased by You or a license for that product purchased by Your
organization.

- Decompile, disassemble, reverse engineer, modify, clone, create

derivative works from and emulate any version of the Neat Video
software or any part of it including the license data.

5. Termination
You may terminate this EULA at any time by destroying all of Your copies
of Neat Video and notifying NeatLab.

Without prejudice to any other rights, this EULA and the license granted
hereunder will terminate automatically if You breach any of the provisions
of this EULA or otherwise fail to comply with the terms and conditions of
this EULA. Breaching the provisions of this EULA may also result in
criminal or civil prosecution.

Upon termination of this EULA, You are required to remove Neat Video
from all computers, hard drives, networks and other storage media and
destroy any copies of Your license and copies of Neat Video in Your
possession.

Upon termination of this EULA, the provisions of Sections 2, 6, 13, 16,

17, 18, 19, 20 and 25 shall survive.

6. Protection of Intellectual Property

You agree to keep Your license and Your copy of Neat Video confidential.
You acknowledge that the license and copies of Neat Video must be protected
as NeatLab's intellectual property and that any publication or distribution
of Your license or copy of Neat Video causes damages to NeatLab and
directly violates the terms and conditions of this EULA.

7. Product Activation
The Neat Video software requires activation ("Activation") before it
can be used. The software requires entering or adding Your license after
installation of Neat Video on Your computer. Activation is utilized
to prevent, identify and restrict uses of Neat Video that are not permitted
under this EULA or under applicable copyright regulations. Specifically,
Activation prevents use of Your copy of Neat Video by unauthorized persons
who do not possess a valid license. Activation also allows to keep track
of the computers where Your copy of Neat Video and Your license are used.

You agree that NeatLab may utilize Activation functionality to identify

the computer(s) on which Neat Video is installed and to limit or restrict
use of Neat Video to that computer or computers.

Activation may use Internet connectivity to send the Activation information

to NeatLab: the Neat Video product name, the Neat Video version numbers,
the Neat Video license used for activation, the version and type of operating
system running Neat Video, the hardware and network parameters of the
computer running Neat Video. You consent to such a transmission and if
the Activation information cannot be transmitted to NeatLab electronically,
then You agree, on request of NeatLab, to provide that Activation
information collected from all computer(s) where Your copy of Neat Video
and Your license are used.

8. Update Check
The Neat Video software includes functionality to check for available
updates of Neat Video ("Update Check"). The Update Check may be performed
in the background without prior notification. To provide the relevant
information about the current update that may be available for Your
version and edition of Neat Video as well as the computer hardware
it is running on, the Update Check may transmit Your Neat Video license
data and computer hardware parameters to NeatLab and receive the response
specific to Your Neat Video product and computer setup. The Update Check
may display the received information about the available update and
related comments in the interface of the Neat Video software when You
use it and may offer You to download the latest update from the website.
You do not have to download and install the update immediately.
You can do that whenever You find convenient.

9. Update Policy
Minor version updates of the Neat Video software (for example, an update
from v5.0 to v5.1) may be released by NeatLab from time to time
to optionally add new functions, improve existing functionality,
optimize the performance for specific hardware and/or resolve
discovered technical problems.

Minor version updates are free for the licensees of Neat Video.

Neat Video's Update Check may inform You about availability of

a minor version update. You can then download the updated version
of Neat Video from Your account on Neat Video website. Installation
of the updated version of Neat Video will replace the older minor version.

10. Upgrade Policy

NeatLab continuously works on new major versions of Neat Video to include
new capabilities, improve functionality and compatibility with new versions
of video editing applications.

Major version upgrades of Neat Video (such as for example, an upgrade

from v5 to v6) are in most cases not free. If You have an older version
of Neat Video, then You can purchase such an upgrade to a new major
version with discount using the upgrade offer available in Your account
on Neat Video website.

You are not required to upgrade when a new major version is released.
You can continue to use Your previously purchased version of Neat Video
and not upgrade.

If You upgrade to a new major version, then You also can continue to use
Your previously purchased version of Neat Video.

11. Internet Connectivity

Certain functionality, including Activation and Update Check may require
Internet connectivity. The Neat Video software may connect to Internet
in the background without prior notification. Downloading the updated
versions of the Neat Video software and using the website of Neat Video
with all support materials available there (such as user guides, quick
start guides, tutorials, examples, forum, etc.) does also require Internet
connectivity.

12. Technical Support

NeatLab may provide You with technical support related to Neat Video, at
its discretion and for the sole purpose of addressing technical issues
and questions related to the use of Neat Video.

NeatLab will provide such technical support by e-mail. You can send Your
questions to NeatLab by e-mail or via the website of Neat Video.

NeatLab may also answer questions posed in Neat Video forum or other
forums and social networks where NeatLab is present.

13. Your Feedback

You can submit questions, comments, suggestions and ideas ("Feedback")
to NeatLab. Feedback shall be deemed non-confidential and non-proprietary.
By submitting Feedback You give permission to NeatLab to use Feedback in
any way and for any purpose, commercial or otherwise, without any
compensation or credit obligation to You or any third party.

You can submit media (such as video clips, images, photos, etc.) to
NeatLab for problem solving, debugging and technical analysis purposes.
NeatLab will treat such media as confidential and proprietary and will
not use it for any unintended purpose without Your consent.

14. Refund Policy

You are responsible for verifying Neat Video compatibility, functionality
and suitability for Your tasks by installing and using the freely available
Demo edition of Neat Video on Your computer(s) before You order the product.
You agree to report any encountered technical problem to NeatLab before
You place an order for Neat Video.

If You purchase Neat Video and encounter a technical problem that is caused
by a defect in Neat Video itself (as determined by NeatLab's technical
support) and that cannot be resolved by NeatLab technical support, then You
may request to cancel and refund Your purchase within 30 calendar days from
the date of purchase. No cancellations are possible after that term.
No other reasons for cancellation are possible.

The refund shall be limited to the amount received by NeatLab at the time
of purchase, including any taxes. Any charges from third parties (including
banks, credit card issuers, payment processors) will not be refunded.
If You paid with funds in a currency different than those offered by
Neat Video website, then the refunded amount in Your currency may differ
from the original payment due to exchange rate fluctuations and currency
conversion charges levied by third parties.

15. Acceptance
When You place an order for Neat Video, Your order constitutes an offer
to purchase a Neat Video product. Your order is subject to NeatLab's
acceptance. NeatLab reserves the right to review, screen and accept or
not accept any order for any reason (including security concerns, presence
of incomplete, misleading or false information, etc.) at NeatLab's sole
discretion and without further liability.

Buyers's conditions of purchase shall be deemed not applicable unless

expressly accepted by NeatLab in writing.

16. Limitations
YOU MAY NOT REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE NEAT VIDEO,
EXCEPT AND ONLY TO THE EXTENT EXPRESSLY PERMITTED BY APPLICABLE LAW.
YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE
DERIVATIVE WORKS BASED UPON NEAT VIDEO OR ANY PART THEREOF.
17. Restricted Uses
NEAT VIDEO IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR
FACILITIES, MILITARY EQUIPMENT, AIRCRAFT NAVIGATION OR COMMUNICATION
SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER
EQUIPMENT IN WHICH THE FAILURE OF NEAT VIDEO COULD LEAD TO DEATH,
PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

18. Warranty Disclaimer

NEAT VIDEO IS PROVIDED "AS IS". NEATLAB MAKES NO WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED, AND NEATLAB EXPRESSLY DISCLAIMS ALL
WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. FURTHER, NEATLAB DOES NOT WARRANT RESULTS OF
USE OR THAT NEAT VIDEO IS BUG FREE OR ERROR FREE OR THAT ITS USE
WILL BE UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES
AN ESSENTIAL PART OF THIS EULA. ALL THE FOREGOING DISCLAIMERS
ALSO APPLY IN FULL WITH RESPECT TO NEATLAB'S LICENSORS, SUPPLIERS,
DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE WARRANTY
DISCLAIMER MAY NOT APPLY TO YOU.

19. Limitations of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING,
BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY,
OR OTHERWISE, SHALL NEATLAB BE LIABLE TO YOU OR ANY OTHER PERSON
(I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY CHARACTER OR (II) FOR ANY MATTER BEYOND ITS
REASONABLE CONTROL. NEATLAB'S LIABILITY FOR DAMAGES OF ANY KIND
WHATSOEVER ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE TOTAL
FEES PAID BY YOU TO NEATLAB, EXCEPT WHERE NOT PERMITTED BY
APPLICABLE LAW, IN WHICH CASE NEATLAB'S LIABILITY SHALL BE
LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW.
YOU AGREE THAT NEATLAB AND ITS LICENSORS, DISTRIBUTORS,
CONTRACTORS AND AGENTS SHALL HAVE NO LIABILITY WHATSOEVER FOR
ANY USE YOU MAKE OF NEAT VIDEO. ALL THE FOREGOING LIMITATIONS
SHALL APPLY EVEN IF NEATLAB HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO
APPLY WITH RESPECT TO NEATLAB'S SUPPLIERS, LICENSORS,
DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OF LIABILITY
AND EXCLUSION MAY NOT APPLY TO YOU.

20. Severability
If any part of this EULA is found by a court of competent jurisdiction
to be invalid or unenforceable, the remaining parts of this EULA will
remain in full force and effect.

21. Assignment
This EULA is not assignable, transferable or sublicensable by You except
with NeatLab's prior written consent. NeatLab may transfer, assign or
delegate this EULA and its rights and obligations hereunder without
Your consent.

22. No Waiver
No failure or delay by NeatLab in exercising its rights or remedies shall
operate as a waiver unless made by specific written notice. No single or
partial exercise of any right or remedy of NeatLab shall operate as
a waiver or preclude any other or further exercise of that or any other
right or remedy.

23. Entire Agreement

This EULA constitutes the entire agreement between You and NeatLab with
respect to Neat Video, and supersedes all prior agreements, proposals,
negotiations, representations or communications relating to the EULA's
subject matter.

24. EULA Changes

NeatLab may update this EULA from time to time. Updates will be reflected
by the EULA Effective Date. Every version of the Neat Video software will
remain licensed under the terms of the EULA in effect at the software
version's release date.

25. Governing Law and Jurisdiction

This EULA shall be governed by the laws of The Netherlands. Any action or
proceeding brought to enforce the terms of this EULA or to adjudicate any
dispute arising hereunder shall be brought in the courts of The Netherlands
and You hereby irrevocably submit to the jurisdiction of such courts for
the purpose of such action, suit or proceeding.