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| 1 | +MetaHuman DNA Calibration License Agreement |
| 2 | + |
| 3 | +This MetaHuman DNA Calibration License Agreement (“License Agreement”) is a legal document |
| 4 | +detailing your rights and obligations related to your use of Epic’s proprietary |
| 5 | +computer software known as MetaHuman DNA Calibration, including any updates, upgrades, or source |
| 6 | +code made available to you by Epic (“Software”). By downloading or using the |
| 7 | +Software, you are agreeing to be bound by the terms of this License Agreement, |
| 8 | +and this License Agreement will be effective upon the first of those events to |
| 9 | +occur. If you do not or cannot agree to the terms of this License Agreement, do |
| 10 | +not use the Software. |
| 11 | + |
| 12 | +1. Internal Production License. Subject to the terms and conditions herein, |
| 13 | +Epic hereby grants you a worldwide, nonexclusive, royalty-free, non-sublicensable |
| 14 | +license to reproduce and prepare derivative works of the Software for the sole |
| 15 | +purpose of developing and using tools that enable third-party software programs |
| 16 | +to export and edit digital characters in Epic’s proprietary MetaHuman format |
| 17 | +(such exports, “MetaHuman Characters”). You may not distribute the Software or |
| 18 | +make any use of the Software other than as expressly permitted in this Section 1. |
| 19 | + |
| 20 | +2. MetaHuman Characters. You may only use MetaHuman Characters to the extent |
| 21 | +such uses would be permitted if the MetaHuman Characters were licensed to you as |
| 22 | +MetaHuman Content under the Epic Content License Agreement available at |
| 23 | +https://www.unrealengine.com/en-US/eula/content. This means, for example, that |
| 24 | +MetaHuman Characters may only be used in conjunction with Unreal Engine and Unreal |
| 25 | +Engine-based products as designated by Epic, such as Twinmotion. |
| 26 | + |
| 27 | +3. Ownership. The Software, and all intellectual property rights therein or |
| 28 | +thereto, are owned by Epic or Epic’s licensors and are protected under both United |
| 29 | +States and foreign laws. Epic reserve all right, title and interest in and to the |
| 30 | +Software, including all related intellectual property rights therein or thereto. |
| 31 | +No licenses or rights are granted to you other than as expressly stated in this |
| 32 | +License Agreement. |
| 33 | + |
| 34 | +4. Trademarks. This License Agreement does not grant you any right, title or |
| 35 | +interest in the trademarks, service marks, trade names, and logos associated with |
| 36 | +Epic, Epic’s games and other intellectual property, including Unreal Engine (the |
| 37 | +“Epic Trademarks”). All use of the Epic Trademarks will inure to the sole benefit |
| 38 | +of Epic. |
| 39 | + |
| 40 | +5. Disclaimer of Warranties. THE SOFTWARE, INCLUDING ALL INFORMATION, CONTENT, |
| 41 | +MATERIALS AND CODE, ARE PROVIDED BY EPIC ON AN “AS IS” AND “AS AVAILABLE” BASIS. |
| 42 | +EPIC AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS (THE “EPIC PARTIES”) MAKE |
| 43 | +NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE. |
| 44 | +YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY |
| 45 | +APPLICABLE LAW, THE EPIC PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING |
| 46 | +IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, |
| 47 | +TITLE AND NONINFRINGEMENT. THE EPIC PARTIES DO NOT WARRANT THAT THE SOFTWARE IS |
| 48 | +FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PARTIES ACKNOWLEDGE AND AGREE THAT |
| 49 | +THE FOREGOING WARRANTY DISCLAIMERS WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION |
| 50 | +UNDER THIS LICENSE AGREEMENT. |
| 51 | + |
| 52 | +6. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, |
| 53 | +THE EPIC PARTIES WILL HAVE NO, AND YOU IRREVOCABLY RELEASE THE EPIC PARTIES FROM |
| 54 | +AND FOREVER WAIVES ANY RIGHT YOU HAVE TO MAKE CLAIMS AGAINST THE EPIC PARTIES FOR, |
| 55 | +ANY LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY |
| 56 | +OR OTHERWISE) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SOFTWARE |
| 57 | +OR OTHERWISE UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING WITHOUT |
| 58 | +LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR |
| 59 | +PUNITIVE DAMAGES OR LIABILITIES WHATSOEVER, EVEN IF A EPIC PARTY HAS BEEN ADVISED |
| 60 | +OF THE POSSIBILITY OF SUCH DAMAGES. YOUR EXCLUSIVE REMEDY WILL BE TO IMMEDIATELY |
| 61 | +STOP USING THE SOFTWARE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL |
| 62 | +SURVIVE ANY TERMINATION OR EXPIRATION OF THIS LICENSE AGREEMENT AND WILL APPLY EVEN |
| 63 | +IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. |
| 64 | +IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE EPIC PARTIES HEREUNDER EXCEED TEN |
| 65 | +DOLLARS ($10.00). The foregoing disclaimer of warranties, disclaimer of certain |
| 66 | +damages and limitation of liability will apply to the maximum extent permitted by |
| 67 | +applicable law. The laws of some states or jurisdictions do not allow the exclusion |
| 68 | +of implied warranties or the exclusion or limitation of certain damages. To the extent |
| 69 | +that those laws apply to this License Agreement, the exclusions and limitations set |
| 70 | +forth above may not apply to you. |
| 71 | + |
| 72 | +7. U.S. Government License Rights. You may not use, access, download, or |
| 73 | +otherwise export, reexport, or transfer the Software in violation of applicable |
| 74 | +export control, economic sanctions, and import laws and regulations, such as the |
| 75 | +U.S. Export Administration Regulations and U.S. Department of the Treasury’s |
| 76 | +Office of Foreign Assets Control regulations. |
| 77 | + |
| 78 | +8. Termination. Without prejudice to any other rights, Epic may, upon written |
| 79 | +notice, terminate this License Agreement at any time for convenience. Unless |
| 80 | +otherwise agreed to by Epic in writing, upon termination of this License Agreement, |
| 81 | +You must immediately delete all copies of the Software and any derivative works |
| 82 | +based on the Software. |
| 83 | + |
| 84 | +9. Governing Law; Jurisdiction. Any dispute or claim by you arising out of |
| 85 | +or related to this License Agreement will be governed by North Carolina law, |
| 86 | +exclusive of its choice of law rules. You and Epic submit to the exclusive jurisdiction |
| 87 | +of the Superior Court of Wake County, North Carolina, or, if federal court jurisdiction |
| 88 | +exists, the United States District Court for the Eastern District of North Carolina. |
| 89 | +You and Epic waive any jurisdictional, venue, or inconvenient forum objections to such |
| 90 | +courts (without affecting either party’s rights to remove a case to federal court if |
| 91 | +permissible), as well as any right to a jury trial. The Convention on Contracts for |
| 92 | +the International Sale of Goods will not apply. Any law or regulation which provides |
| 93 | +that the language of a contract will be construed against the drafter will not apply |
| 94 | +to this License Agreement. This Section 9 will be interpreted as broadly as applicable |
| 95 | +law permits. |
| 96 | + |
| 97 | +10. Attorneys’ Fees. In any action or proceeding to enforce rights under this |
| 98 | +License Agreement, the prevailing party will be entitled to recover costs and |
| 99 | +reasonable attorneys’ fees. |
| 100 | + |
| 101 | +11. Severability; Waiver. If any provision or part of a provision of this License |
| 102 | +Agreement is unlawful, void or unenforceable, that provision or part of the provision |
| 103 | +is deemed severable from this License Agreement and does not affect the validity and |
| 104 | +enforceability of any remaining provisions. |
| 105 | + |
| 106 | +The failure or delay of Epic to exercise or enforce any right, remedy or provision of |
| 107 | +this License Agreement will not constitute a waiver of such right, remedy or provision. |
| 108 | +All waivers of any terms or conditions in this License Agreement must be in writing |
| 109 | +signed by Epic. |
| 110 | + |
| 111 | +12. Entire Agreement. This License Agreement sets forth the entire agreement |
| 112 | +between Epic and You with respect to the Software and the subject matter hereof |
| 113 | +and supersedes all prior and contemporaneous understandings and agreements whether |
| 114 | +written or oral. No amendment, modification or waiver of any of the provisions of |
| 115 | +this License Agreement will be valid unless set forth in a written instrument signed |
| 116 | +by the party to be bound thereby. |
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