Please read this Agreement carefully. This is a legal agreement between you and your employer ("Licensee") and Faceware Technologies, inc. ("Licensor") that defines your rights and obligations related to your use of Faceware Products (“Product”). By using the Products, you are agreeing to be bound by the terms of this Agreement. If you don’t or can’t agree, do not download or use the Product.

By installing, downloading, accessing, or otherwise copying or using all or any portion of the Products, (i) you accept this EULA on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this EULA (and you agree to act in a manner consistent with this EULA) or, if there is no such entity for which you are authorized to act, you accept this EULA on behalf of yourself as an individual and acknowledge that you are legally bound by this EULA, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this EULA on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.

If Licensee is unwilling to accept this EULA, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), do not install, download, access, or otherwise copy or use all or any portion of the Product.

1. COMMERCIAL LICENSE AGREEMENT.

1.1 Use of Product. Licensor has entered into an agreement with Licensee (the "Agreement") under which Licensor has granted Licensee a limited license to use the Product. Licensee may use the Product on behalf of Licensee under the terms and conditions of this EULA, and Licensee hereby agrees to comply with the Agreement and this EULA. Licensee may not sublicense the Product or transfer the Product to a third party. In the event of a conflict between the Agreement and this EULA, the Agreement will take precedence. Installation and use of Product may be further limited based on License Type and/or License Model as described in Clause 2.

2. PRODUCT LICENSES.

2.1 License Types. For each Product purchased from Licensor, the Licensee will receive one of the following types of license, and subject to the following terms and conditions. Licensee shall not at any one time use more copies of the Product than the total number of valid licenses purchased or licensed by Licensee (as applicable).

(a) “Local License” If Licensee purchases a Local (also commonly referred to as a Node-Locked License), Licensee will install and use only a single copy of the Software on only one computer at a time.

(b) “Server License” If Licensee purchases a Server License (also commonly referred to as a Floating License), use of the Software may be installed on a Server/Network and accessed from any computer on that network.

(c) “Dongle License” If Licensee purchases a Dongle License, the License is installed on a USB device and may be connected to only one computer at a time.

(d) “Cloud License” If Licensee purchases a Cloud License, the License is accessed via the internet and can be used on any computer.

2.2 License Models. There are several distinct licensing models. Some models are made available at concessionary rates or free of charge (as applicable) and include specific terms. Violation of the license model terms will result in the immediate suspension of licenses and Licensee must stop using the Product immediately.

(a) “Professional License”. Usage of the Product in a commercial, for-profit setting requires a Professional License, unless superseded by another License Model or agreement between Licensee and Licensor.

(b) “Indie License”. If Licensee is eligible, the Indie License is made available at a concessionary rate, relative to the Professional License. Licensee’s eligibility for an Indie License is determined by revenue and/or funding. To be eligible, Licensee and their affiliated organization must not have annual gross revenues or funding exceeding $100,000 USD during the prior or current calendar year. In the case of Licensee sharing Product files or results from the usage of the Product with a third party that will use those results in connection with a commercial activity, such third party and its affiliates are subject to the same revenue requirements and their projects and/or organization cannot have revenues or funding exceeding $100,000 USD in the prior or current calendar year. In the event that Licensee’s eligibility changes during the term of the License and revenues or funding exceed $100,000 USD, Licensee is responsible for contacting Licensor and upgrading to a Professional License within 30 days. If the Licensee is taking advantage of the pricing applicable to the Indie License, the Licensee represents and warrants that they satisfy these criteria.

(c) “Academic License”. If Licensee has purchased the Product on the discounted terms of Licensor academic program, Licensee warrants and represents to Licensor as a condition of the Academic License that: (i) (if Licensee is a natural person) he or she is a part-time or full-time student at the time of purchase and will not use the Product for any commercial, professional or for-profit purposes; and (ii) (if the Licensee is not a natural person) it is an organization that will use the Product only for the purpose of training and instruction, and for no other purpose.

(d) “Personal Learning Edition License (PLE)”. If the Product is a Personal Learning Edition (“PLE”), Licensee may use it only for the purpose of personal or internal training and instruction, and for no other purpose. PLE versions of the Product may not be used for commercial, professional or for-profit purposes including, for the avoidance of doubt, the purpose of providing training or instruction to third parties. Licensee shall use the Product on only one computer at a time.

(e) “Not for Resale License (NFR)”. An NFR license is a special type of limited user evaluation license that is provided exclusively to resellers and partners for demonstrating the Product or for use on non-commercial, special projects otherwise agreed upon in an Agreement superseding these terms.

(f) “Trial License”. Licensee may register for a “Trial License” of the Product in order to test and evaluate the Product. A Trial License lasts a limited specified period after which the Product will automatically cease to function. Licensee will use the Product on only one computer at a time and will not use the Product for any commercial or for-profit purposes during the Trial License period.

3. OWNERSHIP.

3.1 The Product is owned by Licensor. The Product is protected by United States copyright laws and international treaty provisions. The Product may not be modified, reverse engineered, reverse compiled, or disassembled by Licensee. Any copyright, proprietary or confidential notices placed on the Product or any documentation that may be provided by Licensor may not be removed, altered or destroyed by Licensee. The Product or any documentation may not be copied by Licensee.

4. LICENSE RESTRICTIONS.

4.1 Unless otherwise provided herein, you shall not (A) in the aggregate, install or use more than one copy of the Product, (B) download the Product under more than one username or e-mail address, (C) alter the contents of a hard drive or computer system to enable the use of the Product for an aggregate period in excess of the license term for one license, (D) use the Trial License or Not-for-Resale (NFR) License for any application deployment or ultimate commercial use, (E) use the Trial License of the Product for a purpose other than the sole purpose of determining whether to purchase a license of the Product; provided, however, notwithstanding the foregoing, you are strictly prohibited from installing or using the Trial License of the Product for any commercial training purpose, or (F) use the Product for the purpose of building or enhancing any database or training or testing any artificial intelligence, machine learning, deep learning, neural network or similar technology.

5. NO WARRANTY.

5.1 The Software is provided "AS IS", without representation or warranty of any kind, and Licensor disclaims any warranty or liability, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Product is with Licensee.

6. LIMITATION OF LIABILITY.

6.1 In no event shall Licensor (or its affiliates, licensors or suppliers) have any liability, and Licensee hereby releases Licensor (and its affiliates, licensors and suppliers) from and for any losses or damages, whether direct, indirect, special, incidental or consequential, arising from this EULA or the Agreement, whether arising in tort (including negligence), contract or otherwise, including, without limitation, damages resulting from loss of profits, data or business.

7. TERMINATION.

The term of the license granted to Licensee is set forth in the Agreement. Licensor may immediately terminate Licensee's use of the Product if Licensee fails to comply with any material term or condition of the Agreement or this EULA. Upon such termination Licensee must immediately cease using the Product and must follow Licensor's instructions regarding return or destruction of the Product. ALL DISCLAIMERS HEREIN SHALL SURVIVE TERMINATION.

8. MISCELLANEOUS.

The Agreement and this EULA constitute the entire agreement between Licensee and Licensor regarding the subject matter hereof, and supersede any prior agreement, whether written or oral, relating to the subject matter of this Agreement. The Agreement and this EULA are governed by the laws of the State of California, U.S.A., without regard to conflict of law principles, to the extent such principles would require or result in the application of different law. The United Nations Convention on the International Sale of Goods shall not apply to the interpretation or enforcement of the Agreement or this EULA. A breach of any of the promises or agreement contained in the Agreement or this EULA may result in irreparable and continuing damage to Licensor for which there may be no adequate remedy at law, and Licensor is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any part of the Agreement or this EULA shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law. If any remedy set forth in the Agreement or this EULA is determined to have failed of its essential purpose, then all other provisions of the Agreement or this EULA, including the limitations of liability and exclusion of damages, shall remain in full force and effect. Licensee may not assign, delegate, or otherwise transfer all or any part of its rights or obligations under this EULA without the express written consent of Licensor. This EULA will be binding on and insure to the benefit of the parties and their heirs, successors and assigns. No waiver of any provision of the Agreement or this EULA, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance.

9. NOTICE ON DATA COLLECTION.

The Product does not collect any user or personal data as it is defined in Article 4 of REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016, commonly referred to as General Data Protection Regulation or "GDPR".

EULA Version: v.20211110