License and Services Agreement

This License and Services Agreement (the “Agreement”) is between the Client and Zibra AI and consists of these terms and conditions, a Non-Disclosure Agreement, and any additional terms or policies Zibra AI presents when a Purchase Order is placed by the Client.

This Agreement takes effect upon the date of the Client’s signature of a Purchase Order (the “Effective Date”) and shall apply to any further Purchase Order(s) between such a Client and Zibra AI unless the Parties agree to be bound by another agreement separately.

By accepting and signing the Purchase Order, the Client is indicating that the Client has read, understood, and agreed to be bound by this Agreement and a Non-Disclosure Agreement, which is incorporated by reference into this Agreement.

An individual who accepts the Agreement represents and warrants to Zibra AI that such an individual is at least 18 years old. An individual who accepts the Agreement on behalf of the legal entity represents that such an individual is authorized to enter into this Agreement on behalf of such legal entity.Capitalized terms have the meanings given under “Definitions”.

In consideration of the mutual covenants and conditions contained in this Agreement, the Client and Zibra AI agree as follows:

1. Definitions

In this Agreement, the following terms and expressions shall have the following meaning:

Additional Services” shall mean support, consulting, or other services provided by Zibra AI to the Client under this Agreement;

Additional Fee” shall have the meaning assigned to this term in clause 5.2;

Authorized Means of Communication shall have the meaning assigned to this term in clause 15.6;

Client” shall mean an individual or a legal entity identified as such in the Purchase Order;

Compensation” shall have the meaning assigned to this term in clause 5.1;

Dedicated Chat” shall mean dedicated live chat with Zibra AI team in Discord channel, through which Zibra AI provides technical consultations to the Client during working days from 9 am to 7 pm (Eastern European Time);

Deliverables” shall mean any computer code or materials listed in the relevant Exhibit(s) to be developed by Zibra AI;

Intellectual Property includes, but is not limited to, scripts, source code, object code and other human-readable and computer-interpretable code, libraries and other software components, text, audio, photographic, graphical, animation, visual and other content (including website and software GUI design), plans, sketches, whether or not protected by copyright, trademarks, service marks, trade names, utility models, industrial designs, commercial and trade secrets, know-how, databases, semiconductor topography, patents, and geographical indications;

License” shall have the meaning assigned to this term in clause 3.1;

Logo Waiver” shall mean the Client’s right to remove Zibra AI’s trademark and attribution information in the credits of the Product;

Personalized Onboarding” shall mean tailored guidance, training, and technical support with regard to integration and utilization of the Software;

Priority Support” shall mean technical support services as defined in clause 2.4 provided by Zibra AI via e-mail ( within 24 (twenty-four) hours from the Client’s request during working days from 9 am to 7 pm (Eastern European Time);

Product” shall mean one video game, one VR project, or other product that is owned and developed by the Client unless otherwise is provided by the Purchase Order;

Purchase Order” shall mean any order under this Agreement that includes or describes Services and Additional Services.

Services” shall have the meaning assigned to this term in clause 2.1;

Software means “Zibra Effects”, a cross-platform GPU-based plugin for real-time Liquids, Smoke, and Fire physics simulation and rendering;

Updates” shall have the meaning assigned to this term in clause 3.7; and

Zibra AI” shall mean ZIBRA AI INC., a Delaware corporation, registration number 5298131, registered at 16192 Coastal Highway, Lewes, Delaware 19958, USA.

The Client and Zibra AI shall be collectively referred to as the “Parties” and each individually as the “Party”.

2. General Terms

2.1 Engagement. Zibra AI agrees to provide the Client with access to the Software under the terms of License, Updates, and Priority Support (collectively the “Services”), and the Client agrees to pay for the Services under the terms of this Agreement.

2.2 Inclusion of Services. Services specified in the Section “Basic Plan” of the Purchase Order will be rendered to the Client by default. Services specified in the Section “Advanced Options” of the Purchase Order will be rendered to the Client only if they are explicitly indicated as “Included”.

2.3 Third-Party Services. Zibra AI may, at its discretion, engage third parties to perform its responsibilities under this Agreement. Should Zibra AI engage third parties, neither the Client’s confidential information nor the Client’s materials and equipment shall be transferred to that third party until such third party enters into an agreement with Zibra AI to protect the confidentiality of the Client’s confidential information and the Client’s ownership rights.

2.4 Priority Support. Zibra AI agrees to provide the Client with Priority Support that includes fixing technical bugs in the Software that appear due to Zibra AI’s fault within the timeline of this Agreement. In no event shall Zibra AI be obligated to fix the bugs that are beyond the scope of Services or that appear not due to Zibra AI’s fault. For the avoidance of doubt, Zibra AI shall not be responsible for the integration of the Software into the Product, unless otherwise is indicated in the Purchase Order.

2.5 Access to Information. The Client shall provide Zibra AI with such access to its information and property, including the Product and personnel, as Zibra AI may reasonably require rendering the Services.

3. License

3.1 License. Subject to payment of the Compensation by the Client and Client’s compliance with the terms of this Agreement, Zibra AI grants the Client a revocable, non-exclusive, non-transferable, royalty-free, limited, and non-sublicensable license to use the Software (the “License”) by means, in the manner and on the terms set forth in this clause 3.

3.2 Permitted Use. Under the License, the Client shall have the right to use the Software to (a) incorporate the Software, together with substantial, original content not obtained through the use of the Software, into a Product that has a purpose, features, and functions beyond the display, performance, distribution, or use of the Software as an embedded component of the Product, such that the Software does not comprise a substantial portion of the Product; (b) to reproduce, publicly display, publicly perform, transmit, distribute, sell or otherwise use the Software as incorporated and embedded in that Product for commercial and non-commercial purposes.

3.3 Limitations on License. Unless otherwise explicitly provided for in this Agreement, the Client shall not (i) modify, adapt, redistribute, incorporate the Software into or with other products or software other than the Product; (ii) sell, allow access to, rent, encumber, give, or sublicense or otherwise transfer to anyone the Software or any its part; (iii) use the Software other than for the purposes indicated in this Agreement; (iv) copy or otherwise reproduce the Software; (v) develop derivative works based on the Software; (v) assign the License without the prior written consent of Zibra AI; (vi) reverse engineer, disassemble, decompile, defeat license encryption mechanisms, or translate any part of the Software; (vii) attempt to reconstruct or discover the source code of the Software or to otherwise convert it into human readable code; (vii) allow a third party to copy, access, or use the Software; (viii) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement; or/and (ix) exploit the Software in any commercial way, including, (a) to sell the access to the Software separately from the Product; or (b) to sell the access to the Software integrated to the Product to the third parties other than the end-users of the Product.

3.4 Restrictions. The Client shall not use the Software in a misleading, illegal, or unfair way, including, but not limited to, any practice that contains, promotes, or has links to any illegal content, obscene or pornographic materials (including child pornography and/or abuse), and/or any other illegal, libelous, defamatory, violent, bigoted or hate-oriented content, spyware, viruses, phishing, malware, online casinos and/or gambling in jurisdictions where such activity is prohibited, weapons and/or ammunition, illegal drugs. Whether or not the factual use of the Software by the Client conforms to the requirements of this Agreement shall at any time be determined solely by Zibra AI. For this purpose, Zibra AI shall have the right to request from the Client relevant information, reports, documentation, and other evidence during regular working hours. The Client shall provide the requested information, reports, and documentation no later than five (5) business days following such request.

3.5 Ownership. Zibra AI retains all rights, title, and interest in and to all the Intellectual Property (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights, and all other intellectual property rights) embodied in or associated with the Software, source and object code, technology and any content created or derived from the Software. The Client acknowledges that the License granted under this Agreement does not provide the Client with title or ownership to the Software, but only a right of limited use subject to the terms and conditions of this Agreement. The License does not create any implied licenses, and Zibra AI expressly reserves all rights not granted to the Client under this Agreement. The Client shall not use the Software in any way not explicitly permitted by this Agreement and incompliant with the ownership rights stated herein.

The Client understands and acknowledges that the Software (or any of their part) is or may be patented by Zibra AI, and the Client shall not have any rights to such patents.

3.6 Sublicensing. The Client shall not sublicense the Software to any third party other than as integrated components of the Product provided to the end-users only as permitted under clause 3.2. The Client shall not use the Software, whether directly or indirectly, in any manner that would permit the disclosure of the Software to, or the use of the Software by third parties.

3.7 Updates. The Client acknowledges that Zibra AI may, but is not obliged to, update or modify the Software from time to time to ensure its proper functioning.

Any new requests of the Client for the development of the new features or any other types of requests beyond the agreed scope of the Services may be discussed by the Parties and charged separately and outlined in the relevant Purchase Order.

The Client agrees to implement any Updates in a commercially reasonable time to the extent expressly requested by Zibra AI. If the Client does not implement the Updates or avoid, suspend, or delay such implementation, Zibra AI will not guarantee the stable operation of the Software and, in such case, shall not be responsible for any bugs, errors, limitations, or restrictions of the Software functionality that caused or may be caused by such avoidance, suspension, delay or failure.

3.8 Termination. The License shall be valid perpetually unless expressly stated otherwise in this clause. Notwithstanding the foregoing, Zibra AI may unilaterally and immediately revoke this License if the Client fails to comply with the terms of the License as provided in this clause 3. If this Agreement is terminated or the Client fails to make the timely payment of the Compensation, the Software will be limited in its functionality as provided in clause 6.3 from the date of termination of the Agreement and/or expiration of the period for which the Client has paid the Compensation.

4. Additional Services

4.1 Performance of Additional Services. Upon Zibra AI’s acceptance of each Purchase Order and subject to the Client’s compliance with this Agreement, Zibra AI will perform the Additional Services ordered as provided in this Agreement and indicated as “Included” in the applicable Purchase Order(s) and Exhibit(s).

4.2 Dedicated chat. If such an option is selected by the Client in the Purchase Order, Zibra AI agrees to provide the Client with a Dedicated chat with Zibra AI Tech Team, which includes technical consultations and assistance regarding the use and integration of the Software into the Product.

4.3 Personalized Onboarding. If such an option is selected by the Client in the Purchase Order, Zibra AI agrees to provide the Client and by the Client’s request with Personalized Onboarding that shall take no longer than one (1) working hour.

4.4 Logo Waiver. The Client acknowledges that the Client shall display Zibra AI’s trademark and attribution information in the credits of the Product for the purpose of identifying Zibra AI as the provider of the Software unless the Logo Waiver is indicated as “Included” in the relevant Purchase Order.

4.5 Development of Deliverables. If such an option is selected by the Client in the Purchase Order to this Agreement, Zibra AI agrees to develop Deliverables and provide the Client with access to them, and the Client agrees to pay for the development of such Deliverables under the terms of this Agreement and the relevant Exhibit(s).

Deliverables are licensed under the same terms as the Software specified in clause 3.

Notwithstanding any provision of this Agreement, the development of Deliverables under this Agreement shall not be deemed as “work for hire” under the United States Copyright Act, or any other applicable law. Zibra AI retains all rights, title, and interest in and to Deliverables, including without limitation all intellectual property rights, and nothing in this Agreement shall be construed as transferring any such rights to the Client.

5. Compensation for Services

5.1 In consideration of Zibra AI providing the Client with the Services and Additional Services specified in the Purchase Order, the Client shall pay the annual compensation (the “Compensation”) to Zibra AI in amounts specified in such Purchase Order(s).

5.2 In consideration of Zibra AI developing Deliverables for the Client (if any), the Client shall pay additional fees in amounts specified in the relevant Purchase Order (the “Additional Fee”).

5.3 The Compensation and the Additional Fee, if any, shall be due within ten (10) business days from the date of Zibra AI’s invoice, unless otherwise agreed by the Parties in the Purchase Order(s) or Exhibit(s).

5.4 Zibra AI shall be entitled to revise the Compensation amount on an annual basis unilaterally by sending the relevant notice to the Client. In such case, the Compensation shall be deemed changed and be effective from the next annual period of using the Software by the Client.

5.5 Zibra AI reserves the right to suspend the provision of Services and withhold any Deliverables until full payment has been received unless otherwise agreed upon by the Parties in writing.

5.6 All payments shall be made by wire bank transfer to the bank account indicated by Company in the relevant invoice. All banking service fees related to transferring of funds shall be borne by the payer of these funds.

5.7 The compensation, fees, charges, and other amounts under this Agreement are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (“Taxes”). The Client will be responsible for paying all Taxes associated with the Services under this Agreement, except for those taxes based on Zibra AI`s net income. Should any payment for Zibra AI`s services be subject to withholding tax by any government, the Client will reimburse Zibra AI for such withholding tax.

5.8 Except as and to the extent a refund is expressly provided for elsewhere in this Agreement, in no event shall Zibra AI be obliged to return to the Client any payments and fees specified by this Agreement and/or relevant Exhibit(s), or any portion thereof.

6. Term. Termination

6.1 Validity Term. This Agreement shall commence on the Effective Date and shall be effective within twelve (12) months following the Effective Date (the “Initial Term”) unless terminated earlier pursuant to this Agreement. After the Initial Term, this Agreement shall automatically renew for successive one (1) year periods unless the Client provides written notice to Zibra AI of its intention not to renew within thirty (30) days of the end of the then-current term.

6.2 Early Termination. Zibra AI may terminate this Agreement where the Client fails to comply with its confidentiality obligations or obligations under clause 3, whereby Zibra AI must notify the Client in writing of such default (a “Default Notice”). Upon receipt of a Default Notice, the Client must correct the default at no additional cost to Zibra AI or issue a written notice of its own disputing the alleged default, in either case within ten (10) days immediately following receipt of a Default Notice. If the Client fails to correct the default or issue a notice disputing the alleged default, in either case within ten (10) days following receipt of the Default Notice, Zibra AI may terminate the whole of this Agreement, including the grant of the License. Once a dispute has been settled, to the extent that any issues still remain unresolved in the Default Notice, the Client shall have ten (10) days to remedy such breach following the date of the settlement of the other issues.

6.3 Effect of Termination. Following the termination of this Agreement or if the Client fails to make the timely payment of the Compensation, the Software will be automatically limited in its functionality, which means that the Client will not be entitled to and shall be prohibited from (1) receiving any Updates and Support Services; (2) creating and using new simulations; (3) modifying or adapting previously generated simulations; and (4) modifying or adapting the Product by using the Software.

7. Independent Contractor

Zibra AI is an independent contractor of the Client and, except to the extent specified in this Agreement, the Client may not control or direct the details and means by which Zibra AI performs its duties under this Agreement. This Agreement shall not create any type of partnership, or a joint venture. Neither Zibra AI nor the Client shall be deemed an agent of the other on account of this Agreement or the performance of any of their obligations under this Agreement. Zibra AI does not have any authority to bind the Client to any agreement or contract. In no event case, employees and subcontractors of Zibra AI shall be deemed as employees of the Client.

8. Non-Solicitation

This clause is applicable only if the Client places a Purchase Order for the development of Deliverables from Zibra AI.

Neither Party will, without the prior written consent of the other Party, at any time from the Effective Date and within twelve (12) months after full performance of this Agreement, canvass, solicit, interfere with, or entice away, any person who is or has been, engaged as an employee, consultant, contractor or subcontractor of the other Party involved in the provision of such Services.

9. Intellectual Property

9.1 Pre-Existing Intellectual Property Rights. Each Party hereby acknowledges and agrees that any and all pre-existing Intellectual Property rights owned by the other Party before the execution of this Agreement are proprietary of the other Party in nature, and any and all of the Intellectual Property rights related thereto shall exclusively belong to and be owned by the other Party. Nothing contained in this Agreement, nor the exercise of any rights granted to either Party hereunder, shall be construed as granting such Party title to or ownership of such materials or any part or aspect thereof.

9.2 Third-Party Software. The Client acknowledges that effective use of the Software may require the use of the third party’s software and/or other products (“Third Party Software”). The Client shall be solely responsible for procuring such Third-Party Software and technology and the necessary licenses for its use. Zibra AI makes no representation or warranty concerning Third-Party Software and shall have no obligation or liability with respect to Third-Party Software.

9.3 Use of the Zibra AI Marks. Any Zibra AI’s trade, commercial, or service marks (“Zibra AI Marks”), shall not be included in or as part of the Client’s registered corporate name, any of the logos, or any of the service or product names, unless other expressly agreed by the Parties in writing. The Client shall not create any derivative works of Zibra AI’s Marks or use them in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Zibra AI.

9.4 Client`s Content License. Starting from the Effective Date, the Client grants Zibra AI a non-exclusive, worldwide, perpetual, non-revocable, royalty-free, sublicensable, and transferable license to use the Client`s video, graphic, text, image materials, and other content regarding the Product (the “Client’s Content”) for the sole purpose of demonstration and marketing of the Software operation by way of posting the Client’s Content on Zibra AI’s official website, social networks, media and any other communication channels which may be used for the promotion of the Software. For this purpose, Zibra AI has a right to download, copy and make publicly available all Client’s Content containing the operation of the Software (or any of its part). Zibra AI may also publicly disclose information about the fact that the Software was integrated into the Client’s Product, among others, in newsletters, social media, articles, papers, alerts, and marketing materials.

ZIbra AI shall be entitled to include the Client`s commercial name, logo, and other distinctive signs on its webpage, include the Client in its client list, and otherwise disclose the fact that ZIbra AI cooperates with the Client.

9.5 Client’s Trademark. Without the Client’s prior approval, Zibra AI is entitled to include the Client’s name and logo or distinctive signs on its web page, on the client list, and may include a quote drafted by the Client relating to the Service hereunder to be published in press releases.

10. Warranties. Limitation of Liability

10.1 Warranties. As of the Effective Date, Zibra AI warrants that it has the full right, power, legal capacity, ability and authority to license and distribute the Software. Other than the express warranty stated above, the Software, including any upgrades and updates thereto, are being delivered to the Client  “as is” and Zibra AI makes no warranty of any kind, whether statutory, express or implied, and hereby disclaims any and all warranties not set forth in this clause 10.1, including without limitation the implied warranties of title, non-infringement, QUIET ENJOYMENT, merchantability, and fitness for a particular purpose. Zibra AI does not warrant that the Software will be error-free or operate in an uninterrupted fashion, will meet the Client’s requirements, or that the Software will function properly when used in conjunction with any other software or hardware.

Zibra AI understands and agrees that the Software is provided to the Client in such version of the Software that is integrated by Zibra AI into the Product. The Client understands and agrees that Zibra AI does not provide a lifetime warranty for the Software and its full functionality and availability.


11. Copyrights and Illegal Content

Zibra AI assumes no responsibility for the content (i.e., documents and/or other materials, regardless of source or format) that is processed with the Software. The Client warrants and guarantees that it will not use the Software in any way that would violate the copyright of a third party, or process content that is, in and of itself, illegal under the laws of the United States or any other country in which the Client may use the Software.

The Client will defend and indemnify Zibra AI, its officers, and directors, against any and all claims made by a third party alleging infringement of its rights in any copyrighted work by means of the Client’s application of the Software in violation of this clause 11.

12. Governing Law. Dispute Resolution

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, the United States of America.

12.2 Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California office of Judicial Arbitration & Mediation Services, Inc. before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

13. Force Majeure

13.1 Neither Party is in breach of this Agreement or is liable to the other party for any loss incurred by that other party as a direct result of a party (Affected Party) failing or being prevented, hindered or delayed in the performance of its obligations under this Agreement where such prevention, hindrance or delay results from events, circumstances or causes beyond the

13.2 Affected Party’s control (the “Force Majeure Event”). If a Force Majeure Event occurs, the Affected Party must notify the other Party (the “Non-Affected Party”) in writing as soon as practicable and that notice must state the particulars of the Force Majeure Event and the anticipated delay.

13.3 Despite the provision of the notice in clause 13.2, the Affected Party must continue to use all reasonable efforts to perform its obligations under this Agreement.

13.4 If the delay due to the Force Majeure Event continues for, or is likely to continue for, more than one (1) month, the Non-Affected Party may terminate this Agreement immediately on providing notice to the Affected Party.

14. Export Control

14.1 The Client may not use, export, import, or transfer the Service or any part thereof except as authorized by U.S. law, the laws of the jurisdiction in which the Client obtained the Service, and any other applicable laws, including the U.S. Export Administration Regulations and the U.S. sanctions laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). In particular, but without limitation, the Service or any part thereof may not be exported, re-exported, or otherwise transferred or provided to any person or entity (a) located, organized, or resident in any jurisdiction subject to comprehensive U.S. and European Union trade sanctions, including, among others, Belarus, Cuba, Iran, North Korea, Syria, Russia, and the Crimea and so-called Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine (the “Sanctioned Countries”), or (b) on any export- or sanctioned-related U.S. restricted party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or the U.S. Department of Commerce’s Denied Person’s List, Unverified List, or Entity List (the “Restricted Party Lists”). By using the Service, the Client represents and warrants that the Client is not, and is not owned, controlled, or acting on behalf of any other person or entity that is (i) located, organized, or resident in a Sanctioned Country or (ii) listed on any Restricted Party List. The Client also will not use the Service for any military end-use or any other purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.

15. General Provisions

15.1 Amendments, Waiver. Amendments, changes, or modifications to this Agreement shall be valid when made in writing and signed by both Parties. The provision of the Agreement shall be considered waived only when such a waiver is in writing and signed by the Party that benefits from the enforcement of such provision.

15.2 Entire Agreement. This Agreement and other documents referred to in the Agreement constitute the entire agreement between the Parties regarding the subject matter of this Agreement and supersede all previous drafts, agreements, promises, assurances, warranties, representations, and understandings regarding its subject matter, which have been made or expressed in any form.

15.3 Exhibits. Any exhibits attached to the Purchase Order are an integral part of this Agreement. All terms in such exhibits shall be interpreted according to definitions stated in the Agreement. All such exhibits shall commence on the date when Client signed the respective exhibit and shall remain in effect until the termination of this Agreement.

15.4 Assignment. Neither Party shall be entitled to assign, transfer or novate any of its rights and/or obligations under the Agreement to a third party without the explicit written consent of the other Party.

15.5 Severability. If any provision of this Agreement is held by a competent authority to be partially on entirely void or unenforceable, the remainder of the provisions set forth herein shall remain in full force and effect, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

15.6 Electronic Form, Notices, and Communication. Parties agree that “in writing” shall include documents executed in electronic form. The Agreement, the Non-Disclosure Agreement, Purchase Order(s), Exhibit(s), notice(s), invoice(s), report(s), and other documents referred to in the Agreement, when issued and signed in electronic form (including via exchange of signed scanned copies by e-mail, via DocuSign, EverSign, or other reputable e-signature providers), shall be valid and binding. Unless otherwise specified in the Agreement, all notices and other communications required or permitted under this Agreement shall be deemed to have been given when hand-delivered, sent by facsimile, mailed by registered/certified mail, or sent via Emails of the Parties (“Authorized Means of Communications”).

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