Merlin VA — End User Licence Agreement

Version 1.0 — effective 28 August 2026

This End User Licence Agreement ("Agreement") is a binding contract between you ("you", "your", "Licensee") and Cinedon, registered in Belgium under enterprise number 0688.849.161 ("we", "us", "our", "Licensor"). Our registered office is on public record against that enterprise number in the Belgian Crossroads Bank for Enterprises.

It governs your installation and use of the Merlin VA software application, its sidecar backend, documentation and updates (together, the "Software").

By installing, activating or using the Software you accept this Agreement. If you do not accept it, do not install or use the Software. Note that purchases are not refundable — see section 14.

1. Definitions

2. Licence grant

Subject to your compliance with this Agreement and to payment in full, we grant you a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable licence to install and use the Software for your own purposes, including commercial video production work.

Perpetual means the version of the Software licensed to you does not stop working and does not require renewal. It does not mean we are obliged to publish future versions, to maintain compatibility with third-party software, or to provide support indefinitely.

2.1 Seats

Each Licence Key entitles you to one Seat: one installation on one computer that you own or control. The Seat is not tied to a platform.

The Software runs on macOS only at the date of this Agreement. We make no commitment that a Windows build will be published, and no commitment as to when. You are purchasing the macOS Software. If a Windows build is never released, that is not a defect, a breach of this Agreement, or grounds for a refund; see section 14. You are purchasing the macOS Software. Should one be released, it is covered by your existing Licence Key at no additional charge, on the same single Seat.

You may move a Seat to a replacement computer — for example after a hardware failure or upgrade — without additional charge, by releasing the old machine from your account.

Activation requires an internet connection. Each Seat is activated once against our payment provider's licensing service, which records the machine. After activation the Software runs without a connection and re-confirms the Licence periodically; a failed re-confirmation does not disable the Software immediately, and a grace period applies. We do not undertake that the licensing service will remain available indefinitely, and section 11 applies to any interruption of it.

2.2 Who may use it

The Software is licensed to one natural person. If you purchased it in the course of a business, it is licensed to one named individual within that business, who may use it on their Seat. A licence is not shared across a team, a facility, or a shift roster. Additional users require additional licences.

3. Restrictions

You may not:

a. distribute, publish, rent, lease, lend, sell, resell or sublicense the Software or your Licence Key, or make either available to any third party; b. remove, disable, circumvent or tamper with the licence verification, the licence check, or any code signature; c. remove or alter any copyright, trademark or attribution notice; d. use the Software to develop a competing product; or e. except as permitted by section 3.1, reverse engineer, decompile or disassemble the Software or attempt to derive its source code.

3.1 Mandatory rights reserved to you

Nothing in section 3 limits any right you have under Articles 5 and 6 of Directive 2009/24/EC on the legal protection of computer programs, as implemented in Belgian law — in particular your rights to make a back-up copy, to observe and test the functioning of the Software, and to decompile it to the extent necessary to achieve interoperability with other programs. Those rights cannot be contracted away and we do not attempt to do so.

4. Updates and Major Versions

Updates within your Major Version — for example 1.1, 1.4.2 — are included at no additional cost for as long as we publish them.

We may designate a release a Major Version where it constitutes a ground-up rebuild of the Software rather than an evolution of it. Access to a Major Version may require a one-time upgrade fee.

Where we charge an upgrade fee, we commit that:

• - it will be **lower than the founder's price in force at the time you

purchased**;

• - your existing licence continues to work, in full, on the Major Version you

already hold. Declining an upgrade never removes what you paid for;

• - your entitlement is recorded in your Licence Key at the time of issue and

cannot be reduced afterwards.

On subscriptions. We intend to keep the Software a one-time purchase. If costs imposed on us by third parties we depend on — Resolve, language model providers, Apple, or infrastructure — make that impossible, we may move new sales to a subscription. Licences already sold are never converted to a subscription. A perpetual licence stays perpetual.

5. Ownership

The Software is licensed, not sold. We and our licensors retain all right, title and interest in and to the Software, including all intellectual property rights. This Agreement grants you no rights other than the licence in section 2.

You own Your Content. We claim no right of any kind in the footage, projects, timelines, transcripts or output you produce with the Software.

6. Third-party software, models and services

The Software incorporates or depends on third-party components, each governed by its own licence. A complete list is provided in the THIRD-PARTY-NOTICES file distributed with the Software and is incorporated into this Agreement by reference.

The Software requires you to install and run third-party software that we do not supply, including DaVinci Resolve Studio and Ollama together with the language and vision models it serves. Obtaining these, complying with their licence terms, and meeting their system requirements is your responsibility. We are not a party to those agreements.

7. Non-affiliation and trademarks

Merlin VA is an independent product. It is not produced, endorsed, sponsored, certified, supported or otherwise affiliated with Blackmagic Design Pty Ltd, and no such relationship is claimed or implied.

"DaVinci Resolve", "DaVinci Resolve Studio", "Blackmagic Design" and "Fusion" are trademarks or registered trademarks of Blackmagic Design Pty Ltd. "Apple", "macOS" and "Apple Silicon" are trademarks of Apple Inc. All other trademarks are the property of their respective owners. Such marks are used in this Agreement and in the Software solely to identify the products with which the Software interoperates, as permitted by law.

The Software operates DaVinci Resolve Studio through its documented public scripting API. Your use of Resolve remains governed by your own agreement with Blackmagic Design, and nothing here modifies it. Support for Resolve itself is a matter between you and Blackmagic Design; we cannot provide it and you should not contact them about the Software.

8. System requirements and compatibility

The Software has been developed and tested on Apple Silicon Macs running macOS 11 or later, with DaVinci Resolve Studio 21.

You acknowledge that:

a. DaVinci Resolve Studio is required. The free edition of DaVinci Resolve does not expose the scripting API the Software depends on, and the Software cannot function with it. A Resolve Studio licence is not included and must be purchased separately from Blackmagic Design; b. the Software requires the "External scripting using" setting in Resolve to be enabled; c. the local AI models require a substantial download (in the order of ten gigabytes) and significant memory and disk space; d. third parties may change their software at any time. An update to Resolve, macOS, Ollama or a model may reduce or remove functionality of the Software. We will make reasonable efforts to restore compatibility, but we do not guarantee it and such a change is not a defect in the Software.

9. Your data and privacy

The Software performs its analysis, transcription, vision and planning locally on your computer. Your Content is not transmitted to us and is not transmitted to any third party by the Software.

Licence verification is performed offline, on your computer, using cryptographic signature checking. The Software does not require a network connection to verify your licence and does not report your usage to us.

Where you choose to enable an optional feature that uses a remote service, the Software will tell you before it does so. Our processing of the personal data you provide when purchasing is described in our Privacy Policy.

10. Backups — your responsibility

The Software modifies your DaVinci Resolve projects and timelines.

You are solely responsible for maintaining current, verified backups of Your Content, your Resolve project database, and any other material of value to you, before and during use of the Software. You must not use the Software on material for which you do not hold a separate, tested backup.

The Software's non-destructive design, versioning and confirmation prompts are engineering safeguards. They are not a substitute for your own backups and must not be relied on as one.

11. What the Software is, and what it cannot promise

11.1 It is an assistant, not an editor

The Software is an assistant. It proposes operations and, on your approval, performs them in Resolve. It does not exercise creative judgement, and it is not sold as producing a finished edit, a correct edit, or the edit you had in mind. The editorial decisions remain yours.

11.2 Output from language and vision models is not deterministic

The Software uses machine-learning models — running locally on your computer, and optionally a hosted model if you supply your own API key — to interpret what you type and to describe what is in your footage. You accept that:

• - the same instruction may produce different results on different runs,

on different footage, or after a change to the models or to Resolve;

• - models make mistakes, including confident ones: a shot may be described

wrongly, an instruction may be understood as a different instruction, and a search may miss a moment that is plainly there;

• - quality depends on inputs we do not control — the footage, its audio,

its metadata, how an instruction is phrased, the state of your project, and the capabilities of the model you have installed;

• - results are not reproducible in the sense a deterministic tool's are,

and no particular level of accuracy is promised or implied.

These are properties of the technology, not defects in the Software.

11.3 You are asked to review before anything happens

The Software shows you a plan before it acts, names the clips and timelines an operation will affect, and warns where an operation is known to lose something it cannot recreate. Reviewing that plan before approving it is your responsibility. Approving an operation you have not read is not a defect in the Software.

Every edit is written to a new timeline and the original is left in place. That is a safeguard, not a backup — see section 10.

11.4 It depends on DaVinci Resolve

The Software drives Resolve through its scripting API. What it can do is bounded by what that API exposes, which is decided by Blackmagic Design and changes between Resolve versions without notice to us. An operation that works today may stop working after a Resolve update, and a capability Resolve does not expose cannot be added by us. Where a limitation is known, the Software names it rather than attempting an approximation.

11.5 Dissatisfaction with a result is not a defect

You may not obtain the creative result you wanted. That may be because of the footage, the instruction, the project, the models, or because the operation you wanted is not one the Software offers. None of these is a fault in the Software, and none is grounds for a claim that it does not work. What the Software can and cannot do is described before purchase, on merlinva.com and in this Agreement, including a list of what it will not do and why. Once a Licence Key has been issued the purchase is final; see section 14.

11.6 Disclaimer of warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

To the fullest extent permitted by applicable law, we disclaim all warranties, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement.

We do not warrant that the Software will meet your requirements, that it will operate uninterrupted or error-free, that defects will be corrected, that it will remain compatible with any third-party software, or that any result it produces will be correct, complete or suitable for any purpose.

Section 16 (Consumers) applies to this section.

12. Limitation of liability

Read this section carefully. It limits what you can recover from us.

To the fullest extent permitted by applicable law:

12.1 Excluded losses

We are not liable for any of the following, however caused and under any theory of liability, whether or not we were advised of the possibility:

• - **loss of, damage to, or corruption of footage, media, project files, project

databases, timelines, grades, renders or any other data**;

• - failed, incorrect, incomplete or delayed renders or exports;
• - missed deadlines, missed deliveries, or failure to satisfy a client;
• - loss of profit, revenue, business, contracts, goodwill or anticipated savings;
• - the cost of recreating lost work, of re-shooting, or of procuring substitute

goods or services;

• - reputational harm;
• - any indirect, incidental, special, consequential or punitive loss.

This applies whether the loss arises from a defect in the Software, from the Software operating as designed, from an action you instructed it to take, from an incorrect interpretation of an instruction you gave it, from a change in third-party software, or from your failure to maintain backups under section 10.

12.2 Overall cap

Our total aggregate liability arising out of or in connection with this Agreement and the Software, from all causes combined, will not exceed the amount you actually paid us for the Licence Key in the twelve (12) months preceding the event giving rise to the claim.

Where you have paid us nothing, that cap is zero.

12.3 What is never excluded

Nothing in this Agreement excludes or limits our liability for:

• - death or personal injury caused by our negligence;
• - fraud or fraudulent misrepresentation;
• - our own intentional wrongdoing or gross negligence (*opzet of zware

fout / dol ou faute lourde*); or

• - any other liability that cannot be excluded or limited under Belgian law.

12.4 Allocation of risk

You acknowledge that the price of the Licence Key reflects this allocation of risk, that the Software is a productivity tool operating on material whose value may greatly exceed that price, and that you are better placed than we are to insure against loss of Your Content and to maintain backups of it. Section 16 applies to this section.

13. Term and termination

This Agreement takes effect when you first install or use the Software and continues until terminated.

You may terminate it at any time by uninstalling the Software and destroying your copies and your Licence Key.

We may terminate it, and your licence, on written notice if you materially breach section 3 (Restrictions) — in particular by distributing your Licence Key or circumventing licence verification — and, where the breach is capable of remedy, fail to remedy it within fourteen (14) days.

Sections 5, 6, 7, 11, 12, 13, 15, 16, 17 and 18 survive termination.

Because licence verification is offline, we have no technical ability to disable your copy remotely, and we make no attempt to. Termination is a legal consequence, not a technical one.

14. Payment, refunds and the right of withdrawal

The Software is sold through a merchant of record, which is the seller of record for your purchase and issues your invoice. Their terms apply to the sale itself; this Agreement governs your use of the Software.

If you are a consumer in the European Union, you normally have fourteen (14) days to withdraw from a purchase of digital content without giving a reason. Because your Licence Key is delivered immediately, you are required at checkout to expressly consent to immediate delivery and to acknowledge that you thereby lose your right of withdrawal, in accordance with Article VI.53, 13° of the Belgian Code of Economic Law, which implements Article 16(m) of Directive 2011/83/EU. That consent is a condition of purchase: the checkout will not proceed without it, and it is presented in full rather than by reference.

If you would prefer to keep the withdrawal right, do not purchase. The consent is a condition of sale, because the Software is delivered in full the moment payment clears.

Because that consent is given, purchases are final and we do not offer refunds. The Refund Policy sets out the narrow cases we do put right — a key that never arrives, activation that fails on a qualifying machine, a duplicate charge, or withdrawal of the Software itself — and those are corrections of our own failures, not refunds of a completed sale.

Read before you buy. What the Software does, what it will not do and what it requires are all set out before purchase, on merlinva.com and in this Agreement. There is no refund to fall back on, so if anything is unclear, ask us before paying rather than after.

Nothing in this section limits any right you have under mandatory consumer law that cannot be excluded by agreement, including where the Software is genuinely faulty rather than merely unsuited to you.

15. Consumers

If you are a consumer — a natural person acting outside your trade, business, craft or profession — you have statutory rights that this Agreement cannot take away.

Nothing in sections 12, 13 or 15 excludes, limits or affects your mandatory rights under Belgian or EU consumer law, including your rights in respect of digital content that is not in conformity with the contract under Book VI of the Belgian Code of Economic Law and Directive (EU) 2019/770.

Where any provision of this Agreement would otherwise be unenforceable against you as a consumer, that provision applies to you only to the extent permitted by law, and the remainder of the Agreement is unaffected.

If you buy the Software for use in your video production business, you are not a consumer for these purposes and this section does not apply to you.

16. General

Governing law. This Agreement is governed by the laws of Belgium, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

Jurisdiction. The courts of Belgium have exclusive jurisdiction over any dispute. If you are a consumer resident in another EU member state, you may also bring proceedings in the courts of your own country, and you retain the protection of the mandatory law of your country of residence.

Online dispute resolution. Consumers in the EU may use the European Commission's ODR platform at <https://ec.europa.eu/consumers/odr>.

Changes. We may amend this Agreement for future versions of the Software. The version you accepted continues to govern the version you hold; a new version of this Agreement applies only if you accept it. We will not change this Agreement retroactively to reduce rights you have already paid for.

Entire agreement. This Agreement, together with the Privacy Policy, Refund Policy and THIRD-PARTY-NOTICES, is the entire agreement between us regarding the Software, and supersedes any prior statement, including anything said on our website or in marketing material.

Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions continue in force.

No waiver. A failure to enforce any provision is not a waiver of it.

Assignment. You may not assign this Agreement. We may assign it in connection with a merger, acquisition or sale of assets, on notice to you.

Export. You confirm you are not located in, and will not use the Software in, a country subject to EU or applicable export sanctions.

Language. This Agreement is drawn up in English. Any translation is provided for convenience; in the event of conflict, the English text prevails, except where mandatory consumer law requires otherwise.

17. Contact

Cinedon, enterprise number 0688.849.161, Belgium.

Support and legal notices: [email protected]

The Software is sold by our merchant of record, Stripe, trading as Link, which is the seller of record for your purchase, issues your invoice and handles VAT. Your purchase is shown to you as "Sold through Link", and appears on your card statement beginning **LINK.COM***. We are the Licensor of the Software. Billing and invoice questions go to them; anything about the Software itself comes to us.

Merlin VA is an independent product and is not affiliated with, endorsed by, or sponsored by Blackmagic Design Pty Ltd.