BASEFOUNT TECHNOLOGY
END USER LICENSE AGREEMENT

IMPORTANT - PLEASE READ CAREFULLY:**

Basefount Technology Ltd (“THE COMPANY”) licenses the Trail Version of Animcraft Software and Animcraft Plug-in for Autodesk Maya, Animcraft Plug-in for Autodesk 3DS Max, Animcraft Plug-in for Unity Game Engine, Animcraft Plug-in for Unreal Game Engine, Animcraft Plug-in for Adobe Substance related software (hereinafter referred to as “THE PRODUCT”) to you (either an individual or a single entity, hereinafter referred to as “THE LICENSEE”) only upon the condition that THE LICENSEE accept all of the terms contained in this END USER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”).

1. GRANT OF LICENSE

1.1 THE COMPANY is empowered, and has agreed to grant THE LICENSEE a non-exclusive, non-transferable limited license to use THE PRODUCT in accordance with the terms and conditions of this AGREEMENT. This AGREEMENT permits a single user to use THE PRODUCT on only one computer at one location at any one time, provided that THE PRODUCT is used for non-commercial purposes. Those may be but are not limited to demonstration purposes, testing and evaluation of THE PRODUCT.

1.2. THE COMPANY also agrees to grant THE LICENSEE 1 (one) license of THE PRODUCT. The rights and obligations of THE COMPANY and THE LICENSEE with respect this license of THE PRODUCT shall be arranged in a separate agreement.

1.3 THE PRODUCT license is time-limited with an expiration period for all THE PRODUCT upgrading and all versions.

2. INTERPRETATION & DEFINITIONS

In this AGREEMENT unless the context otherwise requires:

2.1 ‘Documentation’ means the technical manuals, user manual and other information, which is being made available by THE COMPANY to THE LICENSEE in either printed or machine readable form;

2.2 ‘Intellectual Property Rights’ means any and all patents, registered trademarks, registered designs, application for any of the foregoing, trade and business names, unregistered trademarks, logos, know-how, trade secrets, copyrights, rights in designs, inventions, rights under licenses and consents in relation to any such rights and rights on the same of similar effect or nature in relation to software, source code, object code and associated documentation, together with all goodwill whether or not attaching or relating thereto, in any part of the world.

2.3 ‘Use’ shall mean the right of THE LICENSEE to:

2.3.1 design, create and test THE LICENSEE’s own works (“LICENSEE Works”) using THE PRODUCT PROVIDED THAT these are NOT used for commercial purposes;

2.3.2 make back-up copies of THE PRODUCT;

2.3.3 THE LICENSEE may modify and make unlimited copies of any resulting animation or files contained in THE PRODUCT, PROVIDED THAT THE LICENSEE shall indemnify, hold harmless and defend THE COMPANY against any and all costs, claims, demands, expenses, losses and liabilities of whatsoever nature which may arise in conjunction with the distribution or use of THE LICENSEE’s Works and copies of files contained in the PRODUCT.

2.4 ‘Commercial purposes’ means to: sell, charge or accept payment in any form for the usage or resulting animation or files produced with THE PRODUCT itself.

3. PROPERTY AND CONFIDENTIALITY IN THE PRODUCT

THE PRODUCT and the Documentation shall remain the sole and exclusive property of THE COMPANY. Nothing in this AGREEMENT shall confer any Intellectual Property Rights of THE COMPANY on THE LICENSEE.

4. RESTRICTIONS

Save as otherwise expressly set out herein or as otherwise expressly permitted by law, THE LICENSEE shall not:

4.1 make any translation, adaptation, arrangement and any other alteration of THE PRODUCT or make any reproduction or distribution;

4.2 adapt or reverse compile or reverse engineer the whole or any part of THE PRODUCT, assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber THE PRODUCT or use THE PRODUCT on behalf of any third party, or make available the same to any third party without the prior written consent of THE COMPANY;

4.3 remove or alter any copyright or other proprietary notice from THE PRODUCT;

4.4 not by THE LICENSEE or with others participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of THE PRODUCT or THE COMPANY or other practices which may be detrimental to THE PRODUCT or THE COMPANY;

4.5 notify THE COMPANY immediately if THE LICENSEE become aware of any unauthorized use of the whole or any part of THE PRODUCT by any third party;

4.6 use THE PRODUCT for commercial purposes.

**5. PRIVACY

5.1. THE LICENSEE acknowledge and agree that in order to acquire and use THE PRODUCT, THE LICENSEE(and third parties acting on THE LICENSEE’s behalf) may have to provide, and THE COMPANY and its resellers (and third parties acting on behalf of THE COMPANY and its resellers) may acquire, certain personal information and data with respect to THE LICENSEE. By accepting the Agreement THE LICENSEE hereby consent to THE COMPANY processing such information and data. THE COMPANY is a data administrator and as such THE COMPANY takes appropriate technical measures to protect THE LICENSEE’s personal information and data, if any. Personal information and data provided to THE COMPANY in connection with this Agreement may be processed in Bulgaria or any other country in which THE COMPANY or its subsidiaries, affiliates or resellers maintain facilities. By acquiring THE PRODUCT, THE LICENSEE consent to the transfer of such information outside of THE LICENSEE’s country under terms and conditions which ensure the fair protection of data subject’s rights. In any case such personal information and data will be processed only for the purposes of this Agreement and for the time it is effective, unless the applicable laws provide otherwise, in which case the wider limits imposed or implied by law will prevail. Any premature revocation or repudiation of data subject’s consent entitles THE COMPANY to immediately terminate any associated rights and/or obligations which THE COMPANY at its free discretion may consider will not be able to further fulfil.

5.2. Personal information and data may be processed only for the performance of this Agreement, for administration and authentication purposes necessary for the execution of the Agreement, compliance with a legal obligation or to respond to support inquiries.

5.3. THE COMPANY may provide personal information and data to its subsidiaries and affiliates, resellers or partners in connection with the provision, maintenance, administration or usage of THE PRODUCT. Personally identifiable information and data will not be disclosed to external third parties not described in THE COMPANY’s Privacy Policy without THE LICENSEE’s consent. THE COMPANY may, however, be required, by law or otherwise, to provide personal information and data to authorized organizations. THE LICENSEE’s account is password protected and all information is on a secure server, which only a limited number of THE COMPANY’s employees can access. If THE LICENSEE suspect that someone else knows THE LICENSEE’s password, or is using it, THE LICENSEE shall inform THE COMPANY and change THE LICENSEE’s password immediately.

5.4. THE COMPANY will keep THE LICENSEE’s personal information and data for as long as necessary to fulfil the above purposes or as provided for by law. THE LICENSEE may modify and correct incomplete or inaccurate data at any time by notifying THE COMPANY of any change to info@animcraft.com. Any request for deletion of THE LICENSEE’s personal data may result in immediate termination of this Agreement and THE LICENSEE’s right to use the Product, which will become effective upon expiration of THE LICENSEE’s prepaid period. THE COMPANY may revise from time to time its Privacy Policy, and its most up to date version THE LICENSEE can find on https://www.yuque.com/animcraft/en/privacy.

6. WARRANTY

THE COMPANY DOES NOT WARRANT THAT THE USE OF THE PRODUCT WILL MEET THE LICENSEE REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE DATA CONTAINED IN THE PRODUCT. THE COMPANY DOES NOT WARRANT THE ACCURACY OF THE COMPUTATIONS CARRIED OUT BY THE PRODUCT DURING ITS OPERATION AND SPECIFICALLY DOES NOT WARRANT ITS USE IN SAFETY CRITICAL APPLICATIONS. SUBJECT TO THE FOREGOING ALL CONDITIONS, WARRANTIES, TERMS AND UNDERTAKINGS EXPRESSED OR IMPLIED STATUTORY OR OTHERWISE IN RESPECT OF THE PRODUCT AND THE DOCUMENTATION ARE HEREBY EXCLUDED TO THE GREATEST EXTENT PERMISSABLE BY APPLICABLE LAW.

7. LIMITATION OF LIABILITY & REMEDIES

Subject to the limitations set out below, THE COMPANY shall NOT accept liability to THE LICENSEE in respect of direct damage to tangible property resulting from the negligence of THE COMPANY or its employee’s agents or sub-contractors. THE COMPANY shall NOT be liable to THE LICENSEE in respect of any Event of Default for loss of data, information, profits or goodwill (whether such loss is direct or indirect) or any type of special indirect or consequential loss (including loss or damage suffered by THE LICENSEE as a result of an action brought by a third party) even if such loss was reasonably foreseeable or THE COMPANY had been advised of the possibility of THE LICENSEE incurring the same. If a number of Events of Defaults give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement. The Entire Liability of THE COMPANY and THE LICENSEE’s exclusive remedy under the warranty provided herein will be to attempt to correct or work around errors, to replace THE PRODUCT or terminate this AGREEMENT. This remedy is subject to return of the PRODUCT to THE COMPANY.

8. INDEMNITIES

THE LICENSEE shall indemnify THE COMPANY, and keep THE COMPANY fully and effectively indemnified on demand from and against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which THE COMPANY may sustain or incur, or which may be brought or be established against THE COMPANY by any person, which in any case arise out of or in relation to, or by reason of any breach by THE LICENSEE of their obligations under this AGREEMENT; any alteration, modification, adjustment or enhancement made by THE LICENSEE to THE PRODUCT; or any combination, connection, operation or use of THE PRODUCT with any other equipment, software or documentation not supplied by THE COMPANY.

9. TERMINATION

This AGREEMENT is effective until terminated. THE LICENSEE may terminate this AGREEMENT at any time. Upon termination of this agreement, THE LICENSEE must return to THE COMPANY all copies of the product.

10. EXTENSION

This AGREEMENT shall be automatically deemed extended for the same period of time and under the same terms and conditions as this one, in the event that neither party gives a termination notice in writing to the other party until one month before the expiration date of this AGREEMENT.

11. ENTIRE AGREEMENT

THE COMPANY shall not be liable to THE LICENSEE for any losses arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of execution of this AGREEMENT other than those representations, agreements, statements or undertakings confirmed by a duly authorized representative of THE COMPANY in writing or expressly incorporated or referred to in this AGREEMENT.