# END USER LICENSE AGREEMENT NOTICE: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE VIEWING, DOWNLOADING, COPYING, MODIFYING, OR USING THE LICENSED SOFTWARE. THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU, THE LICENSEE (A SINGLE PERSON, INSTITUTION, OR LEGAL ENTITY) ("YOU"), AND SOUL MACHINES LIMITED, A NEW ZEALAND COMPANY OF L1, 106 CUSTOMS ST WEST, AUCKLAND, NEW ZEALAND AND ITS SUBSIDIARIES ("SOUL MACHINES") FOR THE LICENSED SOFTWARE, ELECTRONIC DOCUMENTATION OR ANY PORTION THEREOF ("SOFTWARE"). SOUL MACHINES IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS EULA. PLEASE READ THE EULA CAREFULLY. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE, YOU ACCEPT ALL OF THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT VIEW, DOWNLOAD, COPY, MODIFY, OR USING OR OTHERWISE USE THIS SOFTWARE. PLEASE CONTACT SOUL MACHINES AT IP@SOULMACHINES.COM. **1. INTERPRETATION** - 1.1 Definitions: In this EULA, the following terms have the stated meaning: - a. Affiliate: in relation to a party, a director, officer, shareholder, owner, employee, contractor, agent or professional advisor of that party. - b. Approved Purpose: development of software for use with Soul Machines technology (including Digital People) as approved under a separate agreement with Soul Machines (such as an MSA or software development agreement). - c. Modified Software: an enhancement, modification or derivative work of the Software. - d. Intellectual Property Rights includes copyright, and all worldwide rights conferred under statute, common law or equity in relation to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning. - e. Unauthorised Activity: any unauthorised access, use, copying or distribution to 3rd parties. **2. LICENCE** - 2.1. Soul Machines grants to You, and You accept, a non-exclusive, non-transferable, royalty-free licence for the duration of your separate agreement with Soul Machines to: - a. Access the Software solely for the Approved Purpose on the terms and conditions of this EULA. - b. Modify and create derivative works of the source code in the Software provided for the Approved Purpose, however, that You do not grant to others, rights to modify the source code provided by Soul Machines. **3. LICENCE CONDITIONS** - 3.1. Conditions: You must: - a. use the Software for lawful purposes only and must not copy (except making a single copy for Your own back-up purposes), reproduce, translate, decompile, reverse-engineer, perform any other reverse analysis on, resell, modify, vary, sub-licence or otherwise deal in all or any part of the Software except: - i. for the Approved Purpose; or - ii. to the extent expressly permitted by applicable law where that law cannot be excluded, restricted or modified by this EULA; - b. ensure the Software is protected at all times from misuse or any form of unauthorised use, copying or disclosure; - c. maintain all proprietary notices on the Software; - d. not challenge Soul Machines’ ownership of (including the Intellectual Property Rights in) the Software; and - e. notify Soul Machines in writing immediately after You become aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession or use of the Software. **4. INTELLECTUAL PROPERTY** - 4.1. Software: Soul Machines owns all Intellectual Property Rights in the Software and any Modified Software. **5. LIABILITY** - 5.1. No warranties: Soul Machines does not make or give any express or implied representation, undertaking or warranty relating to the Software. - 5.2. No liability for use: Soul Machines will not be liable to You in respect of the Software or the use of the Software. - 5.3. Indemnity: Subject to clause 5.4, to the extent permitted by law, You agree to defend, indemnify, and hold harmless Soul Machines from any loss, claim, damage, or liability, of any kind whatsoever, (Loss) which may arise from Your receipt, use, storage or disposal of the Software, and You assumes liability for Loss which may arise from Your receipt, use, storage or disposal of the Software. - 5.4. Soul Machines gross negligence or wilful misconduct: You will not be responsible or liable for Loss, to the extent that the Loss is caused by Soul Machines’ gross negligence or wilful misconduct. **6. BREACH** - 6.1. Equitable relief: You acknowledge that in the case of a breach of this EULA by You or an Affiliate: a. the breach may result in loss to Soul Machines that may not be adequately compensated by payment of damages; and b. Soul Machines is entitled to equitable relief, including enforcing its rights by specific performance or injunction proceedings. - 6.2. Breach by Affiliates: A breach of this EULA by an Affiliate or Your personnel is deemed to be a breach of this EULA by You. **7. TERM AND TERMINATION** - a. Termination: The license granted to You in this EULA is effective until terminated. - b. This EULA will automatically terminate if You fail to comply with any of the terms and conditions hereof. - 7.2. Consequences of termination or expiry: - a. Termination or expiry of this EULA does not affect either party’s rights and obligations accrued before that termination or expiry. - b. On termination or expiry of this EULA, You must: - i. cease using the Software; - ii. return to Soul Machines or destroy (at Soul Machines’ option) all Software in Your, or Your personnel’s possession or control; and - iii. at Soul Machines’ request, certify its compliance with this clause 7a. - 7.3. Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of this EULA, including clauses 4, 5, 6, 7a, 7.3 and 8.3, continue in force. **8. GENERAL** - 8.1. Waiver: For Soul Machines to waive a right under this EULA, the waiver must be in writing and signed by Soul Machines. - 8.2. Assignment: You must not assign or otherwise transfer any of Your rights or obligations under this EULA unless with Soul Machines’ prior written consent. - 8.3. Law: This EULA is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with this EULA. - 8.4. Severability: If any provision of this EULA is, or becomes, unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from this EULA without affecting any other provisions of this EULA. - 8.5. Variation: Any variation to this EULA must be in writing and signed by all parties.