Zero Density’s Reality5™ End User License Agreement v3.1

This End User License Agreement entered into between the parties hereunder (collectively, this “Agreement”) is a legal agreement between you or any of your affiliates and your respective officers, directors and employees (“Affiliates”) and Zero Density, Inc., located at the address of 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV 89128, USA and any Affiliate of the Company licensing/selling/leasing the Software, Products and/or performing the related services on its behalf. This Agreement governs your acquisition and use of Zero Density’s Reality5™ directly from Zero Density, Inc. or indirectly through an authorized reseller or distributor (a “Reseller”).

PLEASE CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT FOR ZERO DENSITY’S REALITY5 SOFTWARE (THIS “AGREEMENT”) BEFORE INSTALLING THE REALITY5 AND ACCOMPANYING USER DOCUMENTATION (THE “SOFTWARE”). BY CLICKING “I HAVE READ AND ACCEPT THE TERMS OF THIS AGREEMENT” CHECKBOX OR PROCEEDING WITH THE INSTALLATION OF THE SOFTWARE OR USING THE SOFTWARE YOU (“YOU”) ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE, DISCONTINUE ITS USE IMMEDIATELY AND DESTROY ALL COPIES IN YOUR POSSESSION. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY OTHER AGREEMENT, GENERAL TERMS AND CONDITIONS, OR SIMILAR REGULATION OF YOU, THIS AGREEMENT SHALL PREVAIL.

“Zero Density’s Reality Editor™ uses the Unreal® Engine. Unreal® is a trademark or registered trademark of Epic Games, Inc. in the United States of America and elsewhere”

This is a legal agreement between you and Zero Density Inc. (“Zero Density”), and any of its affiliates licensing/selling/leasing Zero Density software, products and/or performing the related services on its behalf. This Agreement states the terms and conditions upon which Zero Density Inc. offers to license the Zero Density’s Reality5™ software, together with all related documentation and accompanying items excluding any code in source code or object code format and any content that is part of the Unreal® Engine from Epic Games, Inc. (collectively, the “Software”).

You acknowledge that you are in possession of proprietary and confidential trade secret materials belonging to Zero Density Inc. or its licensors. Except as provided herein, all information and materials provided to you shall be considered “Confidential Information”. You promise not to use, disclose or otherwise disseminate any Confidential Information without the express written consent of Zero Density Inc. and declare and undertake that Your Affiliates will provide the same amount of confidentiality. Confidential Information does not include information: (i) was already known to you prior to receipt from Zero Density Inc.; (ii) is or becomes public knowledge without breach of your obligations under this Agreement; (iii) is rightfully acquired by you from a Third-Party without restriction on disclosure or use; (iv) was or is disclosed by the Zero Density Inc. to a Third-Party prior to or after the date of this Agreement without restriction or use; (v) is independently developed by you without resort to Zero Density Inc.’s disclosure; or (vi) is disclosed or used following your receipt of express written consent from an officer of Zero Density Inc.. Provided, however, that you shall have the burden of proof respecting any of these events on which you rely as relieving you of any restrictions under this Agreement. In addition, prior to any disclosure or use of Confidential Information pursuant to this paragraph, you must first notify Zero Density Inc., in writing, of the specific Confidential Information you seek to use or disclose pursuant to this paragraph, and the factual and/or legal reasons therefore. Said written notice shall be made at least two weeks before using or disclosing such Confidential Information. You promise to act diligently in keeping their trade secrets and other confidential materials secret. You promise to act consistently with the legal requirements to maintain the “trade secret” classification of Zero Density Inc.’s confidential business information.

Definitions

All definitions that are not defined below in the Agreement are defined at Section 11 of Exhibit-A or Section 11 of Exhibit-B.

Grant of Zero Density’s Reality5™ License

2.1. License Types

For each Software that you obtain a license from Zero Density, it will be licensed to you on the terms of one or more of the license models set out in this clause 2.1.1, 2.1.2 and clause 2.1.3; as specified in Zero Density’s invoice or order confirmation (as applicable), and subject to the other terms and conditions of this EULA. In case of any discrepancy between an order confirmation and consecutive invoice, the license type referred in the invoice shall prevail.

2.1.1 Standard License

2.1.2 Enterprise License

2.1.3 Open Studio License:

To be eligible for Open Studio License, you must meet one of the following criteria and your application must be approved by Zero Density:

i.SOHO (Small Office / Home Office) Users

During any period that you, together with any entities in your corporate group, have generated less than $1,000,000 USD in gross revenue over the last 12 months, your Users are eligible to use the Software without any license fee. For purposes of this calculation, your corporate group means any entities that control, are controlled by, or are under common control with you and revenue includes any advances received or other funds raised.

ii. Educational Users

If you are an educational institution, like a school or a library, your Users are eligible to use the Software without any license fee when they are accessing the Software only for educational purposes. If you use the software without any license fee in this way, you are allowed to use the software only for educational purposes. You shall not use the license for commercial purposes in any way.

iii. Self Learning Users

Self-learning Users, who will use the Software independently of any company or educational institution, may use the Software without a license fee when accessing the Software. Self-Learning Users may use the Software only on their personal computers and may not use the Software for any business or commercial purpose.

Unless you are an Enterprise Licensee, Zero Density and/or its business partners upon the consent of Zero Density may use your trademarks, service marks, trade names, and logos used with any Linear Content (“Linear Content” as defined in Clause 11), as well as publicly released screen shots and video clips, in connection with Zero Density’s marketing, advertisement, and promotion in any and all media without restriction.

2.2. Granting the License

The Software is not sold to you. Rather, it is licensed on a non-exclusive, non-transferable, non-sublicensable basis solely for use by you, and you alone, under the terms of this Agreement. Zero Density Inc. (and, to the extent applicable, its licensors), retains all title to and ownership of the Software and reserves all rights not expressly granted to you hereby.

If you purchase the Software license, the license is granted to you perpetually. If you subscribe to the Software, the license is granted to you for the term of the subscription (one or three years unless specified otherwise in written) and terminates upon the end of the subscription automatically, rendering the Software unusable.

Installation

3.1 Software provided with a data carrier, sent by electronic mail, downloaded over the Internet, downloaded from Zero Density’s servers or obtained from other sources must be installed to the suitable devices. You are advised to install the software in a properly configured manner that is compliant with the requirements set out in the Documentation (“Documentation”) if such Documentation has been provided Zero Density.

3.2 Third-Party Software

This consolidated installation executable performs the installation of all prerequisites for Reality applications to operate (“Third-Party Content”). However, even these Third-Party Contents are required for Reality applications to operate, we do not have control over the Third-Party Contents as they are provided by third parties. Third-Party Contents are subject to and governed by their providers’ terms and conditions. We do not necessarily endorse or evaluate such third parties and Third-Party Content, and we do not assume responsibility for third parties’ actions or omissions. We cannot guarantee that such Third-Party Content, required application of otherwise, will be free of any objectionable or otherwise inappropriate content or of malware or other contaminants that may harm your computer, mobile device, or any files therein. We disclaim any responsibility or liability related to your access or use of such Third-Party Content. You should review third parties’ terms of use and privacy policies before you use their services.

Grant of Unreal® Engine Sublicense

For Standard and Enterprise licensees described in 2.1, this Agreement also includes sublicensing of Unreal® Engine, which is an integral part of Zero Density’s Reality Editor™. Exhibit-A attached to this Agreements is “Zero Density’s Reality Editor™ Unreal® Engine Sublicense Agreement” (“Sublicense Agreement”) is the agreement for sublicensing of the Unreal® Engine as used in the Zero Density’s Reality Editor™. BY CLICKING “I AGREE TO THE TERMS AND RULES RELATED TO THE USE OF THIS PROGRAM” BUTTON, DOWNLOADING AND INSTALLING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF SUBLICENSE AGREEMENT together with the Agreement.

For Open Studio licensees described in 2.1, Epic’s Unreal Engine EULA applies:

https://www.unrealengine.com/en-US/eula/unreal

Grant of Nodos® Sublicense

This Agreement also includes sublicensing of Nodos®. Exhibit-B attached to this Agreements is “Nodos® Sublicense Agreement” is the agreement for sublicensing of the Nodos® as used in the Zero Density’s Reality5™. BY CLICKING “I AGREE TO THE TERMS AND RULES RELATED TO THE USE OF THIS PROGRAM” BUTTON, DOWNLOADING AND INSTALLING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF NODOS SUBLICENSE AGREEMENT together with the Agreement.

No Trademark License

No license is granted to you in this Agreement, either expressly or implicitly, to use any trademark, service mark, names, or logos of Zero Density Inc. Zero Density Inc. owns all customer data collected through the registration process.

Software

Software is a “Commercial Item” under the sense of 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable).

Use on a Single Computer Only

The Software may be used by you only on a single computer. You may transfer the machine-readable portion of the Software from one computer to another computer, provided that a) the Software (including any portion or copy thereof) is erased from the first computer, and b) there is no possibility that the Software will be used on more than one computer at a time. A computer is defined both by the physical computer and the operating system installation. Therefore, a single physical computer with multiple operating systems installed will be recognized as one computer for each operating system.

Lawful Use Only

You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdiction in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. You will not misuse or otherwise use the software in a malicious way that causes injury or disruption to the websites posted to.

Copyright

The Software is owned by Zero Density Inc. or its licensor and is protected by state of Nevada U.S. copyright laws and international treaty provisions. You agree not to remove or destroy any copyright notices, trademarks, or other proprietary or confidential legends or markings placed upon or contained within the Software or on any other documentation or materials related to the Software.

Non-Interactive Linear Media

You agree to use the Software to produce only non-interactive linear media (e.g., broadcast or streamed video files, cartoons, or movies).

One Archival Copy

You may only make one archival copy, which may only be used for backup purposes, and may not be distributed to others.

No Merger or Integration

You may only merge any portion of the Software into, or integrate any portion of the Software with, any other program, to the extent expressly permitted by the laws of the jurisdiction where you are located or if it is approved by Zero Density, Inc. in written. Any portion of the Software merged into or integrated with another program, if any, will continue to be subject to the terms and conditions of this Agreement, and you must reproduce on the merged or integrated portion all copyright and other proprietary rights notices included in the originals of the Software.

No Transfer of License

You may not transfer your license of the Software to anyone.

Limitations on Territory

Except as otherwise authorized in writing by Zero Density, the licenses granted in this Agreement are granted only for the Territory. Nothing in this Agreement permits Licensee (including, without limitation, Licensee’s Personnel, if any) to Install or Access the Licensed Software outside of the Territory.

“Territory” means the country, countries or jurisdiction(s) that you have received the invoice of the Software license. If the invoice is received in a member country of the European Union or the European Free Trade Association, Territory means all the countries of the European Union and the European Free Trade Association.

Decompiling, Disassembling, or Reverse Engineering

You acknowledge that the Software contains trade secrets and other proprietary information of Zero Density Inc. and/or its licensors. Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you are located, you may not decompile, disassemble or otherwise reverse engineer the software, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the Software. You declare and undertake that you will take every necessary administrative and technical precaution with the utmost effort to prevent violation of this term by Your Affiliates.

In particular, you agree not for any purpose to transmit the Software or display the Software’s object code on any computer screen or to make any hardcopy memory dumps of the Software’s object code. If you believe you require information related to the interoperability of the Software with other programs, you shall not decompile or disassemble the Software to obtain such information, and you agree to request such information from Zero Density Inc. at the address listed below. Upon receiving such a request, Zero Density Inc. shall determine whether you require such information for a legitimate purpose and, if so, Zero Density Inc. will provide such information to you within a reasonable time and on reasonable conditions.

In any event, you will notify Zero Density Inc. of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of Zero Density Inc. that may be used only in connection with the Software.

Updates and Support

17.1. This license does not grant you any right to any enhancements or hotfix updates to the Software, nor any support services, unless you purchased support services from Zero Density as evidenced by applicable purchase documents and subject to your payment of all relevant fees to Zero Density.

17.2. The terms and conditions regarding the support services Zero Density, Inc. provides are determined under a separate SLA under the General Terms and Conditions for Sale of Products and documentation that can be reached at Zero Density’s website on the page that is titled “Legal Documents”. If a new feature version of Zero Density’s Reality5™ software (the “New Feature Version”) becomes available, any obligations that Zero Density, Inc. may have to support this version may end upon the availability of the New Feature Version. Additional updates may be licensed to you by Zero Density, Inc. with additional or different terms.

Collection of Data

You acknowledge that, as a default setting, Software will collect and send to Epic Games, Inc., MediaZ and Zero Density Inc. anonymous hardware and usage data from the end use of the Software. For the avoidance of doubt, all hardware and usage data collected shall be treated as Confidential Information and Zero Density will not use this hardware and usage data in a way that causes your identity to be revealed.

For the purposes of all data privacy issues, including the collection, use, disclosure, and transfer of your personal data and other information, the Privacy Policy located at Zero Density’s website on the page that is titled “Privacy Policy” as amended from time to time, takes precedence over any other statement in this Agreement.

General Restrictions

You may not engage in any activity with respect to the Software, (1) for any gambling-related activities or Products (as defined by law in the jurisdiction of use); (2) for operation of nuclear facilities, aircraft navigation, aircraft communication systems or air traffic control machines, or for military use in connection with live combat; (3) in violation of any applicable law or regulation; (4) sublicense, transfer, distribute, transmit, sell, lease, rent, loan, or otherwise make available all or any portion or functionality of any Offering to a third party (whether on a service bureau basis, software as a service or otherwise) (5) that misappropriates any of Epic’s or Zero Density, Inc.’s products or services; (6) in support of a claim by you or any Third-Party that the Software infringes a patent. You also may not sell or grant a security interest in the Software.

Fees and Payments

You agree to pay Zero Density, Inc., or its Reseller, as the case may be, the fees, charges and other amounts specified in an in accordance with the terms of Quotation attached to Zero Density General Terms & Conditions and in some cases, SOWs and additional agreements including but not limited to, reseller, system integrator and channel agreements, if any (“Additional Documents”). In the event any of the Additional Documents does not provide for the terms for the payment of such fees, you agree to pay Zero Density, Inc. the fees, charges and other amounts set forth in the applicable Additional Documents within thirty (30) days of the date of invoice. Zero Density, Inc. is expressly authorized by you, to the extent applicable, to invoice any applicable fees, charges or other amounts. All fees and other charges are quoted in United States dollars. Other than as specifically provided herein or, if applicable, in General Terms & Conditions, Additional Documents or Support Agreement (“Other Agreements”), you will not be entitled to a refund of amounts paid for the license to use the Software, or any other amounts for any reason.

Each Party shall be liable for its own tax obligations and shall bear responsibility for payment of its own taxes in accordance with the applicable tax rules. If you pay or economically bear any tax to be paid by Zero Density, Inc., Zero Density, Inc. will promptly refund such amount to you. If Zero Density, Inc. pays or economically bears any tax to be paid by you, you will promptly refund such amount to Zero Density, Inc. Each Party shall bear bank charges and other administrative surcharges imposed by its bank.

Conflict of Terms

Except as otherwise provided in this Agreement or any of the Other Agreements by specific reference to the applicable provisions of this Agreement, if any provision contained in this Agreement conflicts with any provision in any of the Other Agreements, the provision contained in this Agreement shall govern and control.

Termination

Unless otherwise provided in General Terms & Conditions of Zero Density that can be reached at Zero Density’s website on the page that is titled “Legal”, SOW or any other written agreement between you and Zero Density Inc., the license granted to you is effective until terminated and you may terminate it at any time by returning the Software (including any portions or copies thereof) to Zero Density Inc. The license will also terminate automatically without any notice from Zero Density Inc. if you fail to comply with any term or condition of this Agreement and when your subscription period ends. You agree upon such termination to return the Software (including any portions or copies thereof) to Zero Density Inc. or remove the Software in accordance with Zero Density’s request unless the Software is rendered unusable automatically. Upon termination, Zero Density Inc. may also enforce any rights provided by law. The provisions of this Agreement that protect the proprietary rights of Zero Density Inc. will continue in force after termination.

Disclaimer of Warranty

Zero Density Inc. does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted, error-free or free from malicious code. For purposes of this paragraph, “malicious code” means any program code designed to contaminate other computer programs or computer data, consume computer resources, modify, destroy, record, or transmit data, or in some other fashion usurp the normal operation of the computer, computer system, or computer network, including viruses, Trojan horses, droppers, worms, logic bombs, and the like.

EXCEPT AS STATED ABOVE IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ZERO DENSITY INC. IS NOT OBLIGATED TO PROVIDE ANY UPDATES, UPGRADES OR TECHNICAL SUPPORT FOR THE SOFTWARE.

Further, Zero Density Inc. shall not be liable for the accuracy of any information provided by Zero Density Inc. or third-party technical support personnel, or any damages caused, either directly or indirectly, by acts taken or omissions made by you as a result of such technical support.

You assume full responsibility for the selection of the Software to achieve your intended results, and for the installation, use and results obtained from the Software. You also assume the entire risk as it applies to the quality and performance of the Software. Should the Software prove defective, you (and not Zero Density Inc., or its distributors or dealers) assume the entire cost of all necessary servicing, repair or correction.

Limitation of Remedies and Damages

IN NO EVENT WILL Zero Density Inc. OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES OR LOST DATA ARISING FROM OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF Zero Density Inc. OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If the country/state in which you reside does not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. With that being said, under no circumstances liability of Zero Density or its Affiliates shall exceed 5.000,00 USD. You accept and declare that Zero Density’s or its Affiliates liability for any loss or damage mentioned-above shall be limited to 5.000,00 USD and no further payment shall be made in this regard.

U.S. Government Restricted Rights

All Software and related documentation are provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subdivision (b)(3)(ii) of the Rights in Technical Data and Computer Software Clause at 252.227-7013. Manufacturer is Zero Density Inc. 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV 89128, USA. If you are using the Software outside of the United States, you will comply with the applicable local laws of your country, U.S. export control law, and the English version of this Agreement. You are responsible for complying with all trade regulations and laws both foreign and domestic.

Export Controls and Restrictions

You shall comply with all laws, statutes, regulations, and codes relating to (i) trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) and (ii) anti-bribery and anti-corruption, including the US Foreign Corrupt Practices Act and the UK Bribery Act. Also You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) to any country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Parties List or Entity List. By using the Software, you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

General

This Agreement is binding on you as well as your employees, employers, contractors and agents, and on any successors and assignees. Neither the Software nor any information derived therefrom may be exported except in accordance with the laws of the U.S. or other applicable provisions. This Agreement is governed by the laws of the State of Nevada (except to the extent federal law governs copyrights and federally registered trademarks) without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. This Agreement and any document or information referred to in this Agreement is the entire agreement between us and supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Software. If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect. The terms and conditions contained in this License Agreement may not be modified unless both you and an authorized representative of Zero Density Inc. execute a separate written instrument.

Injunctive Relief

You acknowledge that the Software and the Service contain Zero Density Inc.’s proprietary and confidential information, and that disclosure of such information or misuse of the Software will give rise to irreparable injury to Zero Density Inc., inadequately compensable in damages. Accordingly, Zero Density Inc. may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. Said relief will be available without the requirement of posting a bond or undertaking.

Affiliates

You understand, declare and undertake that Your Affiliates will comply with the terms and conditions of this Agreement and Sublicense Agreement. Upon becoming aware of any material breach of the Agreement and/or Sublicense Agreement by any of your Affiliates, you shall promptly, but in no event later than five (5) days after becoming aware of such breach, notify Zero Density, Inc. in writing of the same. In the event that any of Your Affiliates breaches the Agreement and/or Sublicense Agreement, you will comply with Zero Density, Inc.’s reasonably instructions in connection with such Agreement and/or Sublicense Agreement. You agree that in case any of Your Affiliates violate any terms of this Agreement, you will be solely responsible for such violation.

Exhibit-A

Zero Density’s Reality Editor™ Unreal® Engine Sublicense Agreement

(“Sublicense Agreement”)

You are receiving a copy of the Unreal® Engine from Zero Density as an integrated part of Zero Density’s Reality Editor™. The Unreal® Engine is property of Epic Games, Inc. Zero Density has obtained certain rights to sublicense the Unreal® Engine to you as an integrated part of Zero Density’s Reality Editor™, under the terms of this Sublicense Agreement. By downloading, installing or using this software, you are agreeing to be bound by the terms of this Sublicense Agreement. If you do not or cannot agree to the terms of this Sublicense Agreement, please do not download, install or use this software.

Certain words or phrases are defined to have certain meanings when used in this Sublicense Agreement. Those words and phrases are defined below in Section 11.

License Grant

Zero Density grants you a non-exclusive, non-transferable, non-sublicensable license to use, display, and perform the Licensed Technology for any lawful purpose, provided that you maintain a valid license to use Zero Density’s Reality Editor™ (the “License”). However, the rights that Zero Density grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms. Further, you acknowledge that Zero Density has limited rights to grant you a license to the Licensed Technology and that any purported grant of license in violation of those rights is null and void.

The License becomes effective on the date you accept this Agreement or install or use any portion of the Licensed Technology. The License does not grant you any title or ownership in the Licensed Technology.

Allowed forms of Distribution

You may not use the Licensed Technology to Distribute a Product other than a Product which solely relies on the Licensed Technology for production of non-interactive broadcast or streamed video content and which is Distributed in a form that does not contain the Licensed Technology or Reality Virtual Studio or, in order to deliver, rely on servers running the same.

Other Restrictions

You may not sublicense the Licensed Technology. You may not engage in any activity with respect to the Licensed Technology, including as incorporated into a Product, (1) in violation of any applicable law or regulation; or (2) in support of a claim by you or any Third-Party that the Licensed Technology or the Unreal® Engine infringes a patent.

Third-Party Software

The Engine Code includes 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 the installation directory for each engine version (under the /Engine/Source/Third-Party/Licenses sub-folder). By entering into this Agreement and using Third-Party Software, you are accepting the terms of those licenses. In this case, the Third-Party Software terms will govern your use of the Third-Party Software, and if there is inconsistency, those terms will take precedence over the terms of the License for the Third-Party Software. You agree that the owners of the Third-Party Software are intended Third-Party beneficiaries to this Agreement in relation to your uses of Third-Party Software.

Ownership

Epic or its licensors own all title, ownership rights, and intellectual property rights in the Engine Code. You own all rights in the Products you develop under the License, other than the Licensed Technology or any part thereof. All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Agreement. No license or other rights will be created hereunder by implication, estoppel, or otherwise.

Disclaimers and Limitation of Liability

As used in this paragraph, “Materials” refers to the Engine Code, and all other materials and information provided or made available by Epic, regardless of whether provided directly or indirectly, including as the same may be modified in any way by Zero Density. To the maximum extent permitted by applicable law, neither Epic, its licensors, nor its or their affiliates, nor any of Epic’s service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will Epic, its licensors, nor its or their affiliates, nor any of Epic’s service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the Materials, or the delay or inability to use or lack of functionality of the Materials, even in the event of Epic’s or its affiliates’ fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if Epic or its affiliates have been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in those states or jurisdictions, the foregoing limitations of liability shall apply only to the full extent permitted by law.

Term and Termination

(a) Termination for Patent Action. The Agreement (and, for the avoidance of doubt, the License) will terminate automatically as of the date you commence any claim that the Licensed Technology or the Unreal® Engine infringes a patent, or otherwise support any claim by a Third-Party that the Licensed Technology or the Unreal® Engine infringes a patent.

(b) Surviving Provisions

Sections 2, 3, 4-6, and 8-13 will survive expiration or termination of this Agreement.

Governing Law and Jurisdiction

You agree that this Sublicense Agreement will be deemed to have been made and executed in the State of New York, U.S.A., and any dispute will be resolved in accordance with the laws of New York, excluding that body of law related to choice of laws, and of the United States of America. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the federal courts located in the Borough of Manhattan, State of New York. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.

Amendments of this Agreement

Zero Density may issue an amended Sublicense Agreement on the same terms and pursuant to the same notification mechanism as provided for amendments under and to the agreement that governs your use of Zero Density’s Reality Editor™ at any time in its sole discretion. You are not required to accept the amended Sublicense Agreement. However, in order to use new Versions, you must accept the amended Sublicense Agreement. By downloading or using a new Version you hereby agree to be bound by the amended Sublicense Agreement. If you do not accept the amended Sublicense Agreement, you may not download or use any new Version that is made available by Zero Density contemporaneously with or after the issuance of that amended Sublicense Agreement (but this will not terminate your License for the Licensed Technology that you downloaded or otherwise obtained from Zero Density prior to the issuance of the amended Agreement). If you are a legal entity, acceptance of an amended Sublicense Agreement by any of your employees or agents through whom you are exercising rights under this Sublicense Agreement will be binding on you. Any Versions of the Licensed Technology that Zero Density has made available to you, and for which you have accepted any applicable amendment to this Sublicense Agreement as described in this Section 7, are considered part of the Licensed Technology and may be used under the License (as amended by that amendment).

Notices

Notices may be provided under this Agreement on the same terms and pursuant to the same notification mechanism as provided under the agreement that governs your use of Zero Density’s Reality Editor™.

No Assignment

You may assign this Sublicense Agreement and all of your rights and obligations hereunder to a third-party only (a) in whole and not in part; (b) concurrently with an assignment of the agreement governing your use of Zero Density’s Reality Editor™ and all of the rights and obligations thereunder to such third-party; (c) and pursuant to a written instrument under which such third-party unconditionally agrees to be bound by the terms hereof. Any purported assignment in violation of this Section 11 shall be null and void.

Third-Party Beneficiary

Epic is expressly made an intended third-party beneficiary of the “Other Restrictions” paragraph of Section 1 and Sections 3, 4, 5(a), 6 and 9 and may enforce the provision thereof.

Definitions

As used in this Agreement, the following capitalized words have the following meanings:

“Distribute” means to provide or otherwise make a copy available, or to make its functionality available on a network.

“Engine Code” means the object code of the Unreal® Engine, including any future Versions, (and any object code compiled from the Source Code of the foregoing) as made available to you by Zero Density under this Agreement.

“Epic” means Epic Games, Inc., a Maryland Corporation having its principal business offices at Box 254, 2474 Walnut Street, Cary, North Carolina, 27518, U.S.A.].

“Epic Trademarks” means the trademarks, service marks, trade names and logos associated with Epic, Epic’s games and other intellectual property, and the Unreal® Engine.

“Licensed Technology” means the Unreal® Engine, as may be modified by Zero Density, and only as incorporated by Zero Density into Zero Density’s Reality Editor™.

“Other License” means any agreement between you and Epic, or any sublicensor authorized by Epic, other than this Agreement or any amendment to this Agreement, under which you are granted a license to use the Unreal® Engine to develop one or more product(s).

“Other Product” means a product developed pursuant to another License.

“Product” means any product developed under this Agreement that is made using the Licensed Technology or that combines the Licensed Technology with any other software or content, regardless of how much or little of the Licensed Technology is used.

“Source Code” means the human readable form of a software program, including all modules it contains, plus any associated interface definition files, scripts used to control compilation, and installation of an executable (object code).

“Zero Density” means ZeroDensity, Inc., a Nevada corporation with offices at 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV 89128, USA, who is the sub-licensor under this Sublicense Agreement.

“Third-Party Software” means Third-Party software components included in the Engine Code. For avoidance of doubt, software in the following directory – /Engine/Extras/ThirdPartyNotUE/ – is not Third-Party Software under this Agreement and is not distributed under this Agreement.

“Unreal® Engine” means the proprietary computer software program known as the Unreal® Engine and any updates or upgrades to the program made available by Epic.

“Version” means any updated or upgraded version of the Licensed Technology that Zero Density makes available.

“You,” “your” or “yourself”, whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising rights under this Agreement through you. For legal entities, “you,” “your” and “yourself” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.

Other Licenses

You may enter into Other Licenses, including without limitation the Unreal® Engine End User License Agreement available at https://www.unrealengine.com/eula. Other Licenses are not modified or otherwise affected by this Agreement. For Other Products, the terms of your applicable Other License will govern all matters (including royalties, notifications, feedback, contributions, trademarks, service marks, trade names, logos, screen shots, and video content related to those Other Products) related to your use of the code, artwork, and content that are licensed to you under that Other License, instead of the terms of this Agreement.

As used in this Agreement, the defined term “Product” does not include Other Products, and except as described above, the terms of this Agreement applicable to Products do not apply to Other Products.

Miscellaneous

This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Zero Density relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.

The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.

This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law.

Any act by Zero Density to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.

Exhibit-B

Reality5™ Nodos® Sublicense Agreement

You are receiving a copy of the Nodos® from Zero Density as an integrated part of Reality5™. The Nodos® is property of MediaZ Teknoloji A.S. Zero Density has obtained certain rights to sublicense the Nodos® to you as an integrated part of Reality5™, under the terms of this Nodos® Sublicense Agreement. By downloading, installing or using this software, you are agreeing to be bound by the terms of this Nodos® Sublicense Agreement. If you do not or cannot agree to the terms of this Sublicense Agreement, please do not download, install or use this software.

Certain words or phrases are defined to have certain meanings when used in this Sublicense Agreement. Those words and phrases are defined below in Section 11.

License Grant

Zero Density grants you a non-exclusive, non-transferable, non-sublicensable license to use, display, and perform the Licensed Technology for any lawful purpose, provided that you maintain a valid license to use Zero Density’s Reality5™ (the “License”). However, the rights that Zero Density grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms. Further, you acknowledge that Zero Density has limited rights to grant you a license to the Licensed Technology and that any purported grant of license in violation of those rights is null and void.

Allowed forms of Distribution

You may not use the Licensed Technology to Distribute a Product other than a Product which solely relies on the Licensed Technology for production of broadcast or streamed video content and which is Distributed in a form that does not contain the Licensed Technology or Reality5 or, in order to deliver, rely on servers running the same.

Other Restrictions

Third-Party Software

The Nodos Code includes 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 the installation directory for each engine module and /or through the Licenses menu of the Nodos Editor. By entering into this Agreement and using Third-Party Software, you are accepting the terms of those licenses. In this case, the Third-Party Software terms will govern your use of the Third-Party Software, and if there is inconsistency, those terms will take precedence over the terms of the License for the Third-Party Software. You agree that the owners of the Third-Party Software are intended Third-Party beneficiaries to this Agreement in relation to your uses of Third-Party Software.

Ownership

MediaZ or its licensors own all title, ownership rights, and intellectual property rights in the Nodos Code. You own all rights in the Products you develop under the License, other than the Licensed Technology or any part thereof. All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Agreement. No license or other rights will be created hereunder by implication, estoppel, or otherwise.

Disclaimers and Limitation of Liability

As used in this paragraph, “Materials” refers to the Nodos Code, and all other materials and information provided or made available by MediaZ, regardless of whether provided directly or indirectly, including as the same may be modified in any way by Zero Density. To the maximum extent permitted by applicable law, neither MediaZ, its licensors, nor its or their affiliates, nor any of MediaZ’s service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will MediaZ, its licensors, nor its or their affiliates, nor any of MediaZ’s service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the Materials, or the delay or inability to use or lack of functionality of the Materials, even in the event of MediaZ’s or its affiliates’ fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if MediaZ or its affiliates have been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

Term and Termination

(a) Termination for Patent Action. The Agreement (and, for the avoidance of doubt, the License) will terminate automatically as of the date you commence any claim that the Licensed Technology or the Nodos® infringes a patent, or otherwise support any claim by a Third-Party that the Licensed Technology or the Nodos® infringes a patent.

(b) Surviving Provisions

Sections 2, 3, 4-6, and 8-13 will survive expiration or termination of this Agreement.

Governing Law and Jurisdiction

You agree that this Sublicense Agreement will be deemed to have been made and executed in Turkey, and any dispute will be resolved in accordance with the laws of Turkey. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the courts located in the Borough of Izmir. You agree to the exclusive jurisdiction and venue of these courts. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.

Amendments of this Agreement

Zero Density may issue an amended Sublicense Agreement on the same terms and pursuant to the same notification mechanism as provided for amendments under and to the agreement that governs your use of Zero Density’s Reality5™ at any time in its sole discretion. You are not required to accept the amended Sublicense Agreement. However, in order to use new Versions, you must accept the amended Sublicense Agreement. By downloading or using a new Version you hereby agree to be bound by the amended Sublicense Agreement. If you do not accept the amended Sublicense Agreement, you may not download or use any new Version that is made available by Zero Density contemporaneously with or after the issuance of that amended Sublicense Agreement (but this will not terminate your License for the Licensed Technology that you downloaded or otherwise obtained from Zero Density prior to the issuance of the amended Agreement). If you are a legal entity, acceptance of an amended Sublicense Agreement by any of your employees or agents through whom you are exercising rights under this Sublicense Agreement will be binding on you. Any Versions of the Licensed Technology that Zero Density has made available to you, and for which you have accepted any applicable amendment to this Sublicense Agreement as described in this Section 7, are considered part of the Licensed Technology and may be used under the License (as amended by that amendment).

Notices

Notices may be provided under this Agreement on the same terms and pursuant to the same notification mechanism as provided under the agreement that governs your use of Zero Density’s Reality5™.

No Assignment

You may assign this Sublicense Agreement and all of your rights and obligations hereunder to a third-party only (a) in whole and not in part; (b) concurrently with an assignment of the agreement governing your use of Zero Density’s Reality5™ and all of the rights and obligations thereunder to such third-party; (c) and pursuant to a written instrument under which such third-party unconditionally agrees to be bound by the terms hereof. Any purported assignment in violation of this Section 11 shall be null and void.

Third-Party Beneficiary

MediaZ is expressly made an intended third-party beneficiary of the “Other Restrictions” paragraph of Section 1 and Sections 3, 4, 5(a), 6 and 9 and may enforce the provision thereof.

Definitions

As used in this Agreement, the following capitalized words have the following meanings:

“Distribute” means to provide or otherwise make a copy available, or to make its functionality available on a network.

“Nodos Code” means the object code of the Nodos®, including any future Versions, (and any object code compiled from the Source Code of the foregoing) as made available to you by Zero Density under this Agreement.

“MediaZ” means MediaZ Teknoloji A.S., Zafer SB Mah. Nilufer Sk. No:32/3 Gaziemir/Izmir Turkey.

“MediaZ Trademarks” means the trademarks, service marks, trade names and logos associated with MediaZ, MediaZ’s intellectual property, and the Nodos®.

“Licensed Technology” means the Nodos®, as may be modified by Zero Density, and only as incorporated by Zero Density into Reality5™.

“Other License” means any agreement between you and MediaZ, or any sublicensor authorized by MediaZ, other than this Agreement or any amendment to this Agreement, under which you are granted a license to use the Nodos® to develop one or more product(s).

“Other Product” means a product developed pursuant to another License.

“Third-Party Software” means Third-Party software components included in the Nodos Code.

“Nodos®” means the proprietary computer software program known as the Nodos® and any updates or upgrades to the program made available by MediaZ.

“Version” means any updated or upgraded version of the Licensed Technology that Zero Density makes available.

Miscellaneous