LICENSE AGREEMENT

THIS LICENSE AGREEMENT (“Agreement“) IS MADE BETWEEN YOU (“Licensee“) AND TALOS STUDIO, SAS. (“Talos Studio“).  THIS AGREEMENT IS EFFECTIVE ON THE DATE LICENSEE ACCEPTS THIS AGREEMENT THROUGH THE REQUIRED PROCESS (“Effective Date“).  BY ACCEPTING THIS AGREEMENT, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ AND UNDERSTANDS THIS AGREEMENT, AND AGREES TO BE BOUND LEGALLY BY THIS AGREEMENT.  IF LICENSEE DOES NOT AGREE WITH THIS AGREEMENT, THEN LICENSEE MUST REJECT THIS AGREEMENT THROUGH THE REQUIRED PROCESS.  IF LICENSEE IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THEN LICENSEE REPRESENTS THAT LICENSEE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, AND THE TERM “LICENSEE” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES.  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 

1)                   License .  Subject to the terms and conditions of this Agreement, Talos Studio hereby grants to Licensee during the Term (defined below) a non-exclusive, non-transferable, non-sublicensable and royalty-free license to install, run and use the Road Editor Studio plugin in object form only (including any updates thereto made available to Licensee) (“PlugIn”) solely for a project (one “Project”) associated with the Unreal Engine offered by Epic Games, Inc. that is identified during the registration process and for a company that generates less than 150,000 € in turnover and project budget less than 150.000 €.

2)                   Restrictions .

• Limitations on License. Talos Studio hereby reserves all rights that are not expressly granted to Licensee in Section 1.  Talos Studio does not grant any implied licenses under this Agreement.  Without limiting the foregoing sentences of this Section 2, Licensee will not: (i) use or exploit the Road Editor Studio plugin or any of its components except as expressly permitted under Section 1; (ii) reverse engineer, decompile, disassemble or otherwise attempt to tamper with the plugin; (iii) remove, alter, or obscure in any way any proprietary rights notices (including any copyright, patent, and/or trademark notices and symbols) of Talos Studio or its licensors; (iv) use the plugin in a manner that violates any third party rights or any applicable laws, rules or regulations; (v) use the plugin to create a competitive product or service; or (vi) assert (or authorize any third party to assert) any intellectual property infringement claim against Talos Studio or its licensors regarding any portion of the PlugIn.  
• Open Source. Licensee must (i) not use any open source software (“OSS”) in any Project in such a way that would (A) cause the non-OSS portions of any Talos Studio PlugIn to be subject to any OSS licensing terms or obligations; or (B) purport to require Talos Studio to disclose or make available any of the source code, data or other information about Talos Studio’s technology; and (ii) not use any OSS in any Project that is licensed under the GPLv3, LGPLv3, Affero GPLv3 or similar licenses.

3)                   Ownership . 

• Plugin and Feedback. As between the parties, Talos Studio solely owns all rights, title and interest (including all intellectual property rights) in and to the Road Editor Studio plugin and any and all comments, suggestions, ideas or other information or materials regarding Licensee’s use of and/or experience with the plugin that Licensee may provide to Talos Studio (“Feedback”). Licensee hereby irrevocably assigns, transfers and conveys to Talos Studio all right, title, and interest that Licensee may have in or to any Feedback.  Talos Studio may use and exploit the Feedback without restriction whatsoever and without any obligation to provide attribution or compensation to Licensee.
• Modifications. As between the parties, Licensee will solely own all rights, title and interest (including all intellectual property rights) in and to any modifications that Licensee makes to the PlugIn’s source code in accordance with this Agreement (“Modifications“); provided, however, that Licensee hereby grants to Talos Studio a non-exclusive, transferable, sublicenseable, perpetual, irrevocable, worldwide and royalty-free license to use, reproduce, create derivative works of, distribute, publicly display and perform, make, have made, offer for sale, sell or otherwise commercially exploit all Modifications for any purpose without limitation and without any attribution or obligation to compensate Licensee.   

4)                   Fees .  In exchange for the rights and license granted to Licensee in this Agreement, Licensee must pay Talos Studio the fees set forth during the purchase process. Outside the European Union, licensee will be solely responsible for paying any applicable taxes or similar governmental assessments, if any. Otherwise licensee must pay the tax of his country, in accordance with EU VAT (IVA) law applied since 1 January 2015, except for companies with valid informed individual VAT number during the purchase process.

5)                   Delivery; Support; Updates. Talos Studio will instruct Licensee on how to obtain the PlugIn.  Licensee may request that Talos Studio provide commercially reasonable support services under this Agreement.  Talos Studio has no obligation to provide such support services and may agree to do so in its sole discretion on terms to be agreed upon by the parties in writing.  However, Licensee may access any training materials that Talos Studio in its sole discretion may choose to make generally available to all of its customers online.  Talos Studio may modify, remove and/or add to any such materials from time-to-time in its sole discretion.  Talos Studio has no obligation to provide any updates to Licensee. 

6)                   Term and Termination .  This Agreement commences on the Effective Date and remains in effect in perpetuity or until terminated by either party in accordance with this Section 6 (“Term“).   Either party may terminate this Agreement upon fourteen (14) days prior written notice if the other party is in material breach of this Agreement and the breaching party fails to remedy the breach within the fourteen  (14)-day notice period.  Upon any termination of this Agreement, the license granted to Licensee in Section 1 will automatically terminate and Licensee must immediately delete all copies of the PlugIn within its possession or control.  Talos Studio may require Licensee to certify in writing that the obligations in the preceding sentence have been satisfied.  Sections 2-4 and 6-9 and any defined terms appearing in such Sections will survive any expiration or termination of this Agreement.

7)                   Representations; Warranty Disclaimers and Limitations on Liability .  Licensee hereby represents and warrants that (a) all information provided to Talos Studio during the registration process is accurate and complete; and (b) Licensee has obtained a separate license to use the Unreal Engine ® from Epic Games, Inc.; and (c) Licensee will not infringe the privacy, publicity or other intellectual property or other rights of any third party in connection with making and distributing Videos.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TALOS STUDIO HEREBY WAIVES ALL WARRANTIES WITH RESPECT TO THE PLUGIN AND ANY CONTENT AVAILABLE THEREON, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (i) TALOS STUDIO WILL NOT BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT OR LICENSEE’S USE OF THE PLUGIN; AND (ii) IN NO EVENT WILL TALOS STUDIO TOTAL LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE FEES PAID TO TALOS STUDIO. 

8)                   Indemnification .  Licensee will indemnify, defend and hold Talos Studio and its licensors harmless from any claim, action, suit or proceeding by any third party alleging any breach by Licensee of any term in this Agreement.

9)                   Miscellaneous .  Licensee agrees that any violation or threatened violation of this Agreement would cause irreparable injury to Talos Studio for which monetary damages would not be an adequate remedy, entitling Talos Studio to seek injunctive relief in addition to all legal remedies, without the posting of any bond (or any other security) or proof of actual damages.  Licensee understands that Talos Studio is subject to regulation by agencies of the French government, including, but not limited to, the Registre du Commerce et des Sociétés. Without limiting Section 2(e) above, Licensee warrants that it will comply in all respects with the Export Administration Regulations and all other export and re-export restrictions applicable to the technology and documentation licensed hereunder.  This Agreement constitutes the entire agreement between the parties with respect to Licensee’s license to use the PlugIn, and supersedes all prior or contemporaneous understandings or agreements between the parties with respect to such subject matter, whether oral or written, express or implied.  For the avoidance of doubt, this Agreement does not supersede or modify the terms of the agreement that Licensee has entered into with Epic Games, Inc. regarding the Unreal Engine ®. This Agreement will be governed by the laws of the French Republic, without regard to its conflicts of laws principles.  Any dispute arising under this Agreement will lie exclusively in the courts in Tribunal de grande instance, Albi, France.  Any waiver of a right arising under this Agreement must be made in writing and signed by the party making the waiver.  This Agreement may only be amended in a writing signed by the parties.  Licensee may not assign this Agreement without Talos Studio’s prior express written consent.  Any attempted assignment in violation of the prior sentence constitutes a breach of this Agreement.  Talos Studio may assign this Agreement freely in its sole discretion.  If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement will remain in effect.  Any notices required or permitted under this Agreement must be submitted to (a) the mailing address or email address on file with Talos Studio, in the case of Licensee; or (b) 85 Rue Charcot, Résidence Océanne, 81000 Albi, France, or contact@talos-studio.com, in the case of Talos Studio.  Each notice will be deemed delivered on the date the sender can reliably confirm the notice was sent.