CTRL-HUMAN ENTERPRISE LICENSE AGREEMENT (ELA)

Quantum Capture Inc.

www.QuantumCapture.com

THANK YOU FOR SELECTING SOFTWARE OFFERED BY QUANTUM CAPTURE INC. ("QUANTUM," "WE," "OUR," OR "US") AND/OR BY ITS PARTNERS AND AFFILIATES. PLEASE REVIEW THESE LICENSE TERMS ("AGREEMENT") THOROUGHLY ASIT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND QUANTUM. BY INSTALLING, ACCESSING AND/OR USING THE APPLICATION, YOU AGREE TO EACH OF THESE TERMS AND CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE APPLICATION.

THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY CHANGE FROM TIME TO TIME, WITHOUT NOTICE. ANY SUCH CHANGES WILL BE POSTED TO quantumcapture.com/ela AND SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING.

Definitions. In this Agreement the following terms have the following meanings:
“Avatar Application” means any custom enterprise application created by Quantum for client using the CTRL-Human Platform, built to be compatible with specific hardware, software, and/ora specific server environment, pursuant to a services agreement and an accompanying statement of work. The Avatar Application includes access to compiled software, related documentation, Third-Party Software programs contained therein, if any, a CTRL-Human SDK and additional components as may be required to enable the Avatar Application to function in a specific environment or for a specific purpose, in each case supplied by Quantum therewith.
“CTRL-Human” means Quantum’s proprietary technology which includes the CTRL-Human Platform, Avatar Applications, the CTRL-Human SDK and any related components, materials, processes and tools made available or used by Quantum.
“CTRL-Human Platform” means a software platform made available by Quantum and enables: (i)access by licensed users to and selection from a database of interactive avatars; (ii)configuration of custom avatars; and (ii) the creation of Avatar Applications, where all such avatars and applications can be used for a variety of use cases including use within interactive applications on kiosks and similar devices and on web-based applications.
“Configurable Avatars” means a modular set of MetaHuman-based character assets (heads, hair, wardrobe, accessories, animations) available under this Agreement and which can be assembled using the Application to create a wide variety of digital humans.
“Custom Avatar” or “Bespoke Avatar” means a custom-built character or set of character assets (heads, hair, wardrobe, accessories, animations) that can be created upon request, requiring a discreet statement of work and services engagement including a design brief from you;
“License” has the meaning given in Section 4 and 5 of this Agreement;
“Restrictions” has the meaning given in Section 7 of this Agreement;
“Runtime Application” means a distinct tangible output created or configured with an Avatar Application for a specific end-use or end-client and licensed pursuant to a Runtime License.
“Third Party Software” has the meaning given in Section 6 below;
“you” means you or, if you are accepting on behalf of your employer, client or other entity, then “you” means that employer, client or entity.
Agreement
This Agreement describes the terms governing your use of the Avatar Application. It includes by reference:
a. Terms and Conditions of Third Parties, which includes any license terms provided by third parties if that third party provides software or any other components required by you to use the Application, or Custom Avatar; and
b. Your Ordering and Activation Terms (the “Ordering and Activation Terms”), if any, which include terms provided separately to you in writing that include your: License Level, License Type, License Term, Activation Terms and/or Payment Terms.
c. This Agreement does not grant You the right to any updates or enhancements of the Platform or the right to receive any technical support in respect to the Application unless You have ordered it separately and paid the applicable support fees.
d. Use of a Runtime Application on any device (including kiosks) requires an active, fully paid-up runtime software license which is provided on the terms of the CTRL Human Runtime software License Agreement.

How to Purchase a License

3. You may acquire a License by contracting with us to develop an Avatar Application, Bespoke Avatars, or other services through a Master Services Agreement (“Services Agreement”) and an associated Statement of Work (“SOW”) in such event, this License covers the Avatar Application. A duly executed Services Agreement and SOW shall serve as acknowledgement that you have purchased a License (the “Acknowledgement”) and also confirms your purchase (the “Confirmation of Purchase”). The License will be delivered and become activated upon the Confirmation of Purchase. Alternatively, you may acquire a License by placing an order with Quantum by email (the “Offer to Purchase”). After you submit an Offer to Purchase, you will receive an email from us acknowledging that we have received your order (the “Acknowledgement”). Receipt of an Acknowledgment does not constitute our acceptance of your Offer to Purchase a License. We will confirm our acceptance of your Offer by sending an email to the email address provided by you (the “Confirmation of Purchase”). The License will be delivered and become activated upon the Confirmation of Purchase.

Grant of License

4. The Application is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Application, and Quantum Capture reserves all other rights in the Application not granted to you in writing herein. Subject to the terms and conditions contained in this Agreement and upon a Confirmation of Purchase, and as long as you meet any applicable payment obligations, Quantum grants you a limited, nonexclusive, nontransferable, worldwide right to use the Application, including the use of the Application to create Runtime Application(s), including for your clients, for the period of use provided to you in the SOW or Order & Activation Terms (as applicable), and subject to the terms set forth in this Agreement.

5. You may use the Application to:

a. Develop Runtime Application(s) in accordance with your Ordering and Activation Terms or SOW (as applicable). Notwithstanding the foregoing you may transfer the Avatar Application and any Runtime Application(s) to your client(s), manufacturers or ISP for the purpose of reproduction in accordance with the terms of the License, provided that such parties cannot extract the Application from any file you provide.

b. Modify and/or update Runtime Application(s) created by you or on your behalf.

c. Modify characteristics of any Custom Avatar used with in the Runtime Application(s) created by you or on your behalf.

d. Sublicense and deploy Runtime Applications under the terms of the separate Runtime Software License Agreement which is hereby incorporated by reference.

6. If a separate license agreement pertaining to an item of Third-Party Software is: delivered to you with the Application, included in the Application download package, or referenced in any material that is provided with the Application, then such separate license agreement shall govern your use of that item or version of Third-Party Software. Your rights in respect to any Third-Party Software, third-party data, third-party software or other third-party content provided with the Application shall be limited to those rights necessary to operate and use the Application as permitted by this Agreement. No other rights in the Third-Party Software are granted to you.

Restrictions

7. You acknowledge and agree that the Application, including any third-party software made available or distributed with the same (“Third-Party Software”), is licensed; not sold. You agree not to use, nor permit any third party to use, the Application or any Third-Party Software in a manner that violates any applicable law, regulation or this Agreement. You agree that you will not and will not permit anyone to:

a. Provide access to or give the Application or any part of the Application to any third-party (except as required to create a
Runtime Application(s) and as in accordance with this Agreement), without the express written permission of Quantum Capture;

b. Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell, trade or resell the Application in any manner other than as expressly permitted herein;

c. Re-sell, rent, lend, assign, gift or otherwise transfer or distribute your License, the Application or any of the rights granted under this Agreement;

d. Use the trademarks of Quantum, which incudes QUANTUM:, “QUANTUM CAPTURE” and “CTRL-HUMAN” as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo without the express prior written consent of Quantum for avoidance of doubt, an attribution in Runtime Application(s) and use of the Application within a device may be required by Quantum in the form of ‘powered by CTRL Human’ unless White Labelling has been agreed with Quantum;

e. Create Runtime Application(s) or otherwise use the Application, including but not limited to any of its features or functionality and any Avatars (whether Configurable Avatars or Custom Avatars), in a manner that is, in Quantum’s reasonable opinion is obscene, infringing of third-party rights, harmful to minors, defamatory in nature or unlawful;

f. Attempt unauthorized access to any other Quantum systems that are not part of the Application;

g. Make the Application available on any file-sharing or application hosting service;

h. To the extent that source code is contained within the Application, reverse engineer, decompile, or disassemble any part of the Application. If the foregoing provision is prohibited by applicable law, you will provide us with advance written notification of (a) your intention to decompile, disassemble or otherwise reverse engineer the Application, and (b) the nature of the work involved. We will be given the right of first refusal to perform such work at our prevailing rates and prices;

i. Remove or modify any notice of copyright, trademark or other proprietary right, or any other copyright management information or metadata, from any place where it is on or embedded in the Application;

j. Use the Application in any manner outside the scope of the License. For greater certainty, you are expressly prohibited from accessing the Application in order to: (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Application.

Prices & Taxes

8. All prices under this Agreement are provided in United States dollars. If you are placing an order from a different country, your card issuer may convert the charge into your local currency.

9. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the License granted to you, or of your use of the Application.

Term & Termination

10. This Agreement is effective as long as you have obtained and maintain a current License to use the Application. This Agreement: (i) will automatically terminate if you receive a License through a Services Agreement which has expired or been terminated; (ii) may be terminated at any time by Quantum without prior notice if you fail to comply with any of the terms of this Agreement. Upon termination or expiry, all License(s) for the Application and Third-Party Software shall automatically terminate and you must immediately:

a. Stop using the Application for any purpose whatsoever. You acknowledge that on termination, Application will cease to function, however your rights to Custom Avatars and Client-Owned Deliverables created as a result of a Services Agreement and associated Statement(s)of Work will survive termination of this Agreement;

b. Destroy or delete all copies and archives of Application and/or accompanying materials (including the Third-Party Software) which are in your possession and/or control, which are in the possession and/or control of a third party acting on your direction, and which are in the possession and/or control of a third party not acting on your direction but which Application may reasonably be brought under your possession and/or control; and

c. Confirm to Quantum in writing that you have complied with these requirements (if requested by Quantum).

11. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TERMINATION OF THIS AGREEMENT BY QUANTUM FOR ANY REASON WHATSOEVER SHALL BE IN ADDITION TO AND SHALL NOT LIMIT OR RESTRICT QUANTUM’S OTHER RIGHTS AT LAW AND/OR EQUITY. OTHER THAN AS EXPRESSLY SET OUT HEREIN, QUANTUM SHALL BE UNDER NO OBLIGATION TO REFUND ANY AMOUNTS PAID BY YOU IN THE EVENT THAT THIS AGREEMENT IS TERMINATED.

No Representation or Warranty

12. TO THE GREATEST EXTENT PERMITTED BY LAW, THE APPLICATION PROVIDED BY QUANTUM HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY QUANTUM (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS). QUANTUM INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. QUANTUM INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS DO NOT REPRESENT OR WARRANT THAT THE APPLICATION SHALL MEET ANY OR ALL OF YOUR OR YOUR CLIENTS’ PARTICULAR REQUIREMENTS, THAT THE APPLICATION WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE APPLICATION CAN BE FOUND OR CORRECTED. Further, Quantum does not make any representation or warranty with respect to the use of names, people, trademarks, trade dress, logos, registered, designs or works of art or architecture depicted in connection with any Custom Avatars. You shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of the Custom Avatars and shall be responsible for obtaining such release(s).

Waiver of Liability and Indemnity

13. IN NO EVENT SHALL QUANTUM OR ANY OF ITS AFFILIATES AND/OR ASSOCIATED COMPANIES OR ANY DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, CONTRACTORS, AGENTS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES WHATSOEVER ARISING OUT OF, UNDER OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT INCLUDING BUT NOT LIMITED TO INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES AND INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER LOSS IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, MODIFICATION OR EXPLOITATION OF THE APPLICATION, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

14. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF QUANTUM OR ANY OF ITS AFFILIATES AND/OR ASSOCIATED COMPANIES OR ANY DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, CONTRACTORS, AGENTS, SUCCESSORS OR ASSIGNS UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY QUANTUM FOR PURCHASE OF YOUR LICENSE.

15. You agree to indemnify, defend and hold Quantum harmless and each of our affiliate and/or associate companies, and all directors, officers, employees, shareholders, agents, contractors, successors or assigns of us and our associate and affiliate companies, from any damages, liabilities, costs and expenses, including all reasonable legal expenses, on account of any claim, action, suit, demand or proceeding made or brought against any such party, or on account of the investigation, defence or settlement thereof, arising in connection with breach of the terms of this Agreement.

16. THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER QUANTUM NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.

Intellectual Property Rights

17. You acknowledge and agree that the Application contains confidential and proprietary information and trade secrets belonging to Quantum and its licensors. Customer acknowledges and agrees that title in and rights to the Application remains exclusively with Quantum and its licensors. Your rights to the Application are strictly limited to those granted in this Agreement. Notwithstanding the generality of the foregoing, nothing in this Agreement shall be construed as granting you any rights in know-how, ideas, formulations, Background IP or methodologies employed by us in providing the Application.

No right, title or ownership in or to the Application or its underlying intellectual property rights shall pass to you for any reason whatsoever and except for the Licenses, no other rights are granted by implication or by law.

Assignment

18. This Agreement is personal to you and is not assignable by you without Quantum’s express prior written consent. Quantum may transfer or assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

General Provisions

19. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF QUANTUM AGREEING TO PROVIDE THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

20. Quantum’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any term, condition, provision, or right.

21. Any use of Application in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Quantum to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition to other termination rights hereunder, Quantum reserves the right to terminate this Agreement in the event you enter in to this Agreement after having received notice of unauthorized use from Quantum relating to the Application.

22. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. Notwithstanding anything contained herein, the invalidity or unenforceability of any part of this Agreement shall not affect the validity or enforceability of the balance hereof.

23. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Application was downloaded, or such other address as you may advise us in writing to use, from time to time.

24. Third-Party Beneficiaries. You are hereby notified that there may be third-party beneficiaries to this Agreement. To the extent that this Agreement contains provisions that relate to the use by You of certain components of the Application in which such third parties have an interest; the intellectual property protection and limitation of liability provisions of this Agreement are made expressly for the benefit of such third-party beneficiaries and are enforceable by such third-party beneficiaries in addition to being enforceable by us.

25. This Agreement will be governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

26. You acknowledge and agree that any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to the exclusive jurisdiction of the courts Canada and/or of the Province of Ontario as applicable.

27. You may contact us by email any time at: info@quantumcapture.com.

THIS ELA LAST UPDATED: Aug 1, 2022

Quantum Capture Inc. 116 Geary Ave Suite 201, Toronto, ON, M6H 4H1

CTRL-HUMAN ENTERPRISE LICENSE AGREEMENT (ELA)

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