UNIGINE Community SDK End User License Agreement

This UNIGINE Community SDK End User License Agreement ("Agreement") is a legal contract between you, either an individual or legal entity acting through its duly authorized representative (“Developer”), and UNIGINE HOLDING S.à r.l. (“UNIGINE”).

UNIGINE GRANTS YOU A LICENSE TO USE UNIGINE 2 COMMUNITY SDK (“SOFTWARE”) UNDER THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING OR USING THIS SOFTWARE AND RELATED DOCUMENTATION (THE “DOCUMENTATION”). UNIGINE AND/OR ITS AFFILIATES OWN ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU.

IN ANY CASE, WHATSOEVER UNIGINE SHALL BE DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT.

BY INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE WHATSOEVER YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WANT TO BE BOUND BY ITS TERMS, DO NOT INSTALL, COPY OR USE THIS SOFTWARE, CEASE USING THIS SOFTWARE AND REMOVE ALL INSTALLED COPIES AS WELL AS ALL INSTALLATION PACKAGES AND FILES.

TERMS AND DEFINITIONS

The terms and definitions described below are to be used in this Agreement as well as in the course of the use of the Software:

А) Software – a software development kit (SDK), which enables the Developer to create Final products and includes the following main software components (including updates, upgrade and other modifications of software components, developed and made available at the discretion of UNIGINE):

i) Engine — a core software component, among other tasks, providing real-time 3D visualization, consisting of Runtime components in the form of Release builds and Debug builds in object code format. It also includes an application programming interface (API);

ii) Tools — a set of programs (including, but not limited to, a visual editor UnigineEditor) intended for the development of Final products in the formats compatible with the Engine;

iii) Samples — a collection of source and content files representing brief examples of the use of the Engine functions, they do not constitute a fully self-contained or a fully functional product and are used as examples;

iv) Demos — fully self-contained or fully functional products, which also include the Content intended and provided solely for demonstration of Engine’s features and its proper use.

v) Content — everything included in the Demo project except for the object code (including, but not limited to, graphics, audio and text materials, digital models).

Documentation, containing a set of text and visual materials describing the features and functions of the Engine and Tools, principles of their operation and Final product development as well as recommendations for Final product optimization, is supplied to the Developer along with Software.

Under this Agreement, within a period of license term, UNIGINE shall provide Developer with the access to Software updates within Major Release within the Edition and undertake the reasonable efforts to update the Documentation correspondingly.

B) Edition — a variant of the Software, having a different set of features. The current Edition of the Software according to the term and conditions of this Agreement is UNIGINE 2 Community SDK.

C) Major release — all releases of the Software having the same first number in version number. Software releases with different first numbers of the version number are different Major Software releases. Software releases with different second and/or third numbers of the version number are different Minor releases of the same Major release. Updates/modifications to the Software are made available to the Developer at the discretion of UNIGINE as Minor releases.

D) Seat — use of the Software by a single Developer at a single moment. The Parties hereby agree that the Developer has a right to access the Software using its credentials for Personal Account. In this respect, the Developer shall solely bear full responsibility according to this Agreement.

E) Developer — a user of the Software developing Final products. The Parties hereby agree that the Developer is not a consumer in terms of Consumer Protection Legislation and the Software is not intended for use only for personal, home and other purposes unrelated to business. The Developer shall comply with requirements specified under Section 1.6. below.

F) Final product — a specialized software solution, developed using the Software and including a part of Release builds of the Engine. Such inclusion shall entail no alienation of rights to the Release build of the Engine, Engine components and Engine as a whole, such component can be used as a part of a Final product with the restrictions imposed by this Agreement. Inclusion of Tools, Documentation, Debug builds as well as any source code from the Software is prohibited. The Final product shall contain no more than 50% of the Content of each separate Demo project. A Final product may also include Developer’s content. Developer’s content means any other content, which is not a part of the Software. UNIGINE’s scope of responsibility does not include the Developer’s content. The Final product shall comply with requirements specified under Section 1.6. below.

G) End-user — a person using the Final product on any legal basis.

H) UNIGINE’s Website — website of the unigine.com domain, as well as other subdomains of the unigine.com domain.

I) Personal Account – personal section of the UNIGINE’s Website, to which the Developer gains access after signing up and/or signing in to UNIGINE’s Website. In order to get the License, the Developer should sign up and receive user credentials (login, password) to sign in to a Personal Account. The Personal Account is also used to receive notifications and messages from UNIGINE, manage the system’s functionality regarding the use of the Software, as well as to perform other actions and receive additional information under this Agreement. More detailed information on the functionality of the Personal Account is available at UNIGINE’s Website on the following subdomain: https://developer.unigine.com/.

1. License

1.1. Grant of license

UNIGINE hereby grants to you, and you accept, a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement), license to use the Edition of the Software selected by you when filling in an application form at the UNIGINE’s Website in machine-readable, object code form only, as an installation package intended for the development of Final products on a single workstation, to the extent, and using methods, permitted by this Agreement. All rights not expressly granted to the Developer by this Agreement are reserved by UNIGINE. The Software shall not be used except as expressly granted or permitted by this Agreement.

The Software under this Agreement can and is permitted to be used only in the online mode (i.e. constant Internet access is required).

The aspects of providing Internet access, as well as data transfer and telematic services to the Developer are not governed by the terms and conditions contained herein. The Developer is solely responsible for maintaining continuous Internet access.

Transfer of rights to use the Software is performed by granting access according to the following procedure: sending account credentials (login, password) and/or network address, providing access to the Software, to the email address provided by the Developer when filling in an Application form at the UNIGINE’s Website or signing up for a Personal Account. The Developer may also gain access to a download link to an installation package (setup file) of the Software in machine-readable form (object code only).

Access to the Software is deemed to be granted to the Developer since the moment of sending account(s) activation data, regardless of the moment when the Developer performed account(s) activation and started using the Software (the “Effective date of License”).

At the moment of granting access UNIGINE grants, and the Developer accepts the right to use the Software, even in case if the Software was not actually used afterward in any form whatsoever during the term of the Agreement.

1.2. Edition and versions of the Software

The Software under this agreement also means all updates, upgrades, improvements, enhancements, modifications, bug fixes, amendments and add-ons to the Software made by UNIGINE and made available to you as a Developer via electronic communication channels (including, but not limited to UNIGINE Website) as Minor releases.

1.3. Scope of use and restrictions

1.3.1. You may use 1 (one) copy of the Software on a single workstation during the term of this Agreement within the license territory. Your license enables you to use the Software under the terms and conditions of the Edition selected by you according to this Agreement.

Under this Agreement the use of the Software means granting you the rights to:

- develop Final products using the Software;

- include a part of Release builds of the Engine (object code of the Engine’s Release build) and Demo projects as a part of the Final product to the extent permitted by this Agreement;

- distribute the object code of the Engine’s Release build as a part of the Final product;

- use the Software by a single Developer;

- use the Software on a single Seat;

- receive updates of the Software and Documentation as contemplated by this Agreement.

1.3.2. Under this Agreement, you are prohibited from:

- distribution of the Software (or its part) in any form whatsoever, including the transfer of your account credentials to a third party (except as it is permitted by Section 1.3.1. above);

- complete or partial sublicensing of the Software in any form whatsoever (except as it is permitted by this Agreement);

- distribution (as a part of Final products) of Debug components as well as other components that are not permitted to be used as a part of the Final product under this Agreement including the distribution of the application programming interface (API);

- reverse engineering and other actions with the Software aimed at obtaining information about the implementation of algorithms used in it, creating derivatives or modifications using or based on the Software except for the cases of the legal use of parts of the Software under the terms and conditions of this Agreement;

- performing activities aimed at complete or partial copying of the Software (emulation, decompiling, disassembly, decoding, modification and other similar actions with the Software, except as expressly permitted under this Agreement);

- leasing or renting your rights regarding the Software and Documentation under this Agreement;

- publication of the Software in the public domain including the transmission of a copy of the Software or any of its components over the Internet, granting access (including terminal access) to the Software to several users simultaneously;

- performing any actions which present or may present a threat to the normal operation of UNIGINE’s website.

1.3.3. Under this Agreement when using the Software and developed Final products you shall:

- include the phrase “powered by UNIGINE Technology” in the documentation to Final products;

- ensure that the website providing access to the Final product (if any) contains the word “UNIGINE“ with the hyperlink to UNIGINE Website;

- grant UNIGINE the right to mention you as a developer (a person or a legal entity), mention your Final products in the UNIGINE’s press and marketing materials (including trademark and/or trade name, UNIGINE/Developer name, Final product name);

- ensure that the License is used only by the employees of the legal entity or by a person – without the right to engage a third party; any assignment of this Agreement or any right under this Agreement without the prior written consent of the UNIGINE shall be void.

- be entitled to enter into agreements with End-users of Final products under the terms and conditions no less restrictive than the ones contained herein concerning Software components included in Final products.

1.4. Term and Territory

1.4.1. The Agreement is effective from the Effective Date of License (the right to use the corresponding Software) unless otherwise provided herein. The license term comprises 10 (ten) years unless otherwise provided herein.

1.4.2. In case you breach any of the restrictions or other requirements regarding the use of the Software described by the current version of this Agreement available at UNIGINE Website, UNIGINE reserves the right to restrict your use of the Software. UNIGINE shall send a notification to the Developer's address provided in the Application form or informs the Developer in any other form deemed suitable by UNIGINE. If the breach is not cured within 10 (ten) days upon sending such notification, the Agreement shall be deemed terminated, immediately upon sending such notification, and the Developer shall immediately remove all copies of the Software and desist from using it in any form whatsoever.

1.4.3. You may terminate this Agreement at any time by uninstalling and removing the Software from your computer/device and/or by ceasing to use your account(s) as well as by sending a corresponding letter to the following email address: support@unigine.com (in any form). UNIGINE reserves the right to terminate this Agreement without notice to you in case you breach or fail to comply with any of the terms and conditions described herein.

1.4.4. UNIGINE shall not be financially liable as well as it shall not be liable for any loss of profit or direct damages due to the termination of the License and shall not refund any fees (either in part or in full) already paid for use of the Software. UNIGINE shall not be liable for any damages or expenses incurred due to the expiration of the license term. UNIGINE shall not be liable for any damages or harm the Developer as well as third parties have incurred or may incur due to misinterpretation of or a failure to understand the terms and conditions of this Agreement and/or documentation governing the use of the Software.

1.4.5. There are no territory restrictions regarding the use of the Software.

1.5. Updates, replacement, other conditions.

1.5.1. Under this Agreement, you shall have the right to update the Software (Minor releases) if and when they are released for a period of this Agreement — from the Effective Date of License within Edition and Major release of the Software. Thus, you do not have the right to replace/modify (through an update or otherwise) the Software within the next Major release and/or other Edition of the Software.

1.5.2. You agree that some updates of the Software provided by UNIGINE are obligatory. The Company may inform the Developer about available updates via notifications in the Personal Account or by email. In case of failure to install any such updates, when downloading and installing the Software is required, the Software may function improperly or cease to function completely. In this case, UNIGINE sends a reminder about the obligatory character of such updates to the Developer’s address provided in the Application form or informs the Developer in any other form at the discretion of UNIGINE. After an update or modification of the Software current version of the Agreement regarding the modified or updated Software is completely replaced by a new one.

1.5.3. You are granted

- access to the official forum within the term of this Agreement, however, UNIGINE does not guarantee any fixed time of responding to your requests and in case of your inappropriate actions shall be entitled to terminate your access at any time at its discretion.

- access to on-line Documentation within the term of this Agreement, as well as a guaranteed update within the Edition and Major release of the Software.

1.6. Eligibility requirements

1.6.1. By entering into this Agreement you shall comply with one of the following requirements:

- your total revenue or funding is less than 100 000 (one hundred thousand) US Dollars over the last 12 months,

or

- Final products shall be used or intended to be used in non-commercial purposes only (e.g. education, science, charity, etc.).

1.6.2. By entering into this Agreement you shall comply with all of the following requirement:

- Final products shall not be used or intended to be used in the following industries: defense, gambling, energy, mining, oil and gas.

2. Intellectual property and confidentiality

2.1. Use Reporting, License Violations, and Remedies

UNIGINE reserves the right to gather data on IP addresses and other information deemed relevant, to ensure that its products are being used under the terms of this Agreement. Any unauthorized use shall be considered by UNIGINE to be a fundamental breach of this Agreement and will result in immediate termination thereof. UNIGINE also reserves the right to gather Software crash reports. Such reports shall not contain any personal data.

2.2. Proprietary Rights to Software and Trademarks

You acknowledge that the Software and Documentation are proprietary to UNIGINE and are protected under the applicable laws and international copyright and other treaties. You also acknowledge and agree that, as between you and UNIGINE, UNIGINE owns and shall continue to own all exclusive (including possession, use, and disposal) right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any exclusive property rights to the Software and Documentation, but only a limited right of use that is revocable under the terms of this Agreement. Any and all trademarks or service marks used by UNIGINE in connection with the Software or with services rendered by it are marks owned by UNIGINE. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

2.3. Confidentiality and data collection

2.3.1. You shall ensure that the number of Developers using the Software does not exceed the total number limited by the License in use. You shall cooperate with and assist UNIGINE in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any part thereof.

2.3.2. The Developer hereby expressly grants UNIGINE the right to transfer, collect, keep, or otherwise process the following personal data and information: first name, last name, position, name of company, e-mail address, website, ID of a user account at developer.unigine.com, IP-address, release number and Edition of the Software, hardware configuration, operating system version, number of runs of the Software, information about the Developer’s Software settings used and Software usage sessions, for better use of the Software. This data and information will not be transferred by UNIGINE to any third party in any form.

2.4. Third-Party Software

The Software may include Third-Party Software components. If Third-Party Software has separate software license or attribution requirements, the license terms or other attribution requirements for Third-Party Software components can be found in Documentation. By entering into this Agreement and using Third-Party Software, you are accepting the terms of those licenses.

3. Indemnification

You will, at your own expense, indemnify and hold UNIGINE, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable legal fees (collectively, “Claims”), arising out of any use of the Software by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.

4. Disclaimer

4.1. THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS", AND UNIGINE DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, UNIGINE EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET DEVELOPERS REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. DEVELOPER ASSUMES RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

4.2. UNIGINE shall not be liable for any consequences resulting from the server maintenance caused by any external factors and/or acts of third persons beyond the control of UNIGINE, force majeure events, etc.

4.3. UNDER NO CIRCUMSTANCES AND NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, SHALL UNIGINE BE LIABLE TO YOU OR ANY AFFILIATED PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, WHETHER OR NOT FORESEEABLE, EVEN IF UNIGINE HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.

4.4. By accepting this simple non-exclusive license you shall be fully liable for validity and correctness of the data about you as a Developer provided by you, including the cases when a third party gains access to the Software through your fault. UNIGINE shall not be liable whatsoever in case if a third party gains access to the Software. You must take all necessary measures to prevent the disclosure of your login and password as well as the use of the Software by any third party.

5. Content, software and other Developer’s tools.

5.1. When developing a Final product the Developer may use other content, software, and other tools (owned by the Developer or any third party) deemed necessary for this purpose and not being a part of the Software, provided that such content, software and other tools are compatible with the functionality of the Software (hereinafter referred to as the “Developer’s content”).

5.2. UNIGINE has no obligation to check or verify the Developer’s content used for the creation of the Final Product, as well as integrity, authenticity, or security of such content or its components, as well as its compliance with the requirements of applicable law. Neither UNIGINE should check if the Developer has all the necessary rights to use such content.

5.3. The Developer adding content to the Final Product shall be fully responsible for the content added and its compliance with the requirements of applicable law.

5.4. In case any third-party claim regarding infringement of any property or moral rights of a third party as well as violations of bans and restrictions imposed by applicable law arises, UNIGINE reserves the right to transfer your data to a third party making such a claim regarding the potential infringement or law violation.

5.5. In case of multiple or gross breaches of the terms and conditions of this Agreement and/or applicable legal requirements, UNIGINE reserves the right to block access to your account completely, delete it, or otherwise restrict (cease) your access to the Software.

5.6. In case if UNIGINE was held liable and/or a penalty was imposed on UNIGINE in respect of infringement of any property or moral rights of a third party as well as a violation of bans and restrictions imposed by applicable law due to the fault of the Developer, the Developer shall be liable to fully indemnify UNIGINE for any losses incurred in such a case. UNIGINE shall not be liable in any manner whatsoever for violations and infringements due to the fault of the Developer, as well as for any resulting damage or losses suffered by the Developer.

6. General terms

6.1. Governing Law

This Agreement shall be construed and interpreted under English law. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the appropriate local and international laws. Any dispute, controversy or claim arising out of or relating to this Agreement, including without limitation, the breach, termination, or invalidity thereof, shall, on the written demand of either Party delivered to the other Party, be determined and settled by arbitration under the UNCITRAL Arbitration Rules in effect on the date of this Agreement.

6.2. Severability

If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.

6.3. Names and headings

The name of this Agreement as well as headings of sections and paragraphs contained herein are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

6.4. Non-waiver

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

6.5. Amendments to the Agreement

UNIGINE reserves the right to make amendments to this Agreement as it deems appropriate at any time. In case of any discrepancy between this Agreement and its current version, the current version shall always take precedence. The current version is always available to Developers at UNIGINE Website. UNIGINE notifies Developers of amendments to this Agreement or a date of their publication on the UNIGINE website by an email sent to the Developer’s address provided in the Application form or informs the Developer in any other form deemed suitable by UNIGINE. By continuing to use Software after receiving such notification, the Developer accepts all terms and conditions of the current version of the Agreement.

6.6. Restrictions

UNIGINE and Developers shall comply with all national and international laws and regulations applicable to the Software as well as restrictions concerning End-Users, procedures and regions of end-use established in EU and other countries and regions including the ones regarding requirements for personal data processing.

6.7. Entire agreement

This Agreement constitutes the complete and exclusive agreement between you and UNIGINE concerning subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.

6.8. Notifications

All notifications under this Agreement, unless otherwise provided herein, can be sent by one party to another (1) by email a) to the address provided by the Developer when filing an Application form or in the Personal Account, and b) from the Developer’s address provided by the Developer when filing an Application form or in the Personal Account to UNIGINE’s address specified in Section 6.9 of this Agreement; 2) sending an electronic notification to the Developer via the Personal Account; 3) by post or courier delivery with delivery confirmation.

6.9. Contact information and UNIGINE details

UNIGINE Website: https://unigine.com/

Should you have any questions, please contact us: licensing@unigine.com

© Unigine Holding S.à r.l., 2020. All rights reserved.

UNIGINE details:

UNIGINE HOLDING S.à r.l.

Legal address: 9bis rue Basse, 4963 Clemency, Luxembourg, Luxembourg.

CEO Denis Shergin

As amended on April 08, 2020.