HOLOSUITE PLAYER
END USER LICENSE
AGREEMENTISSUE DATE: June 5, 2023
COMPANY
Name:
Address:
Contact:

This End User License Agreement (“EULA”) governs your installation of and access to the
Arcturus HoloSuite Player (the “Player”). This EULA is entered into directly between you andArcturus Studios US, Inc. (“Arcturus”, “we”, “us”). It describes your rights and obligations inrelation to your installation of and access to the Player and any text, information, data,applications or material, such as audio files, video files, electronic documents, or images(“Content”) that may be uploaded, stored, created, processed, shared or otherwise madeavailable on the Player.
By accepting this EULA, or by installing or accessing the Player, you confirm youracceptance of this EULA and your agreement to be a party to this binding contract with
Arcturus. If you do not agree, you do not have the right to install or access our Player. For the
avoidance of doubt, this EULA does not apply to any Arcturus services or software that you
register or subscribe for to which the Arcturus General Terms of Use and any Additional
Terms apply, nor any professional services for which you may engage Arcturus including
custom software development, integration, implementation or other consulting services,which shall be governed by a separate master services agreement.
You agree to this EULA on behalf of the company or other legal entity for which you areacting (for example, as an employee or contractor) or, if there is no company or legal entity,
on behalf of yourself as an individual (in either case, “You” or “you”). You represent andwarrant that you have the right and authority (as well as the capacity — for example, you areof sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.
1.

USE OF PLAYER

1.1

License. Subject to your compliance with this EULA, we grant you a non-exclusive,
non-sublicensable, non-transferable license to Install and Access the Player for the*10044777/00009/4848600/v5

sole purpose of enabling third parties to access, view or listen to Content on yourwebsite or application. For the purpose of this EULA, “Install” means to place an
object code version of the Player on a computer either directly, on an internal drive,
remote access network drive, or removable drive or to embed the Player on yourwebsite or application. “Access” means downloading, opening, accessing, using, orotherwise operating the Player.
1.2

Arcturus Intellectual Property. The Player is licensed, not sold, to you. We (and ourlicensors) remain the sole owner of all right, title, and interest, including all intellectual
property (“IP”) rights, in the Player. “IP” includes copyrights, patents, utility models,trademarks, service marks, registered designs, moral rights, design rights (whether
registered or unregistered), technical information, know-how, trade secrets, databaserights, semiconductor topography rights, business names and logos, computer data,
generic rights, proprietary information rights and all other similar proprietary rights(and all applications and rights to apply for registration or protection of any of theforegoing) as may exist anywhere in the world. Except as stated in this EULA, we do
not grant you any IP rights in respect to the items in the Player. We reserve all rights
not granted under this EULA.

1.3

Applications. If you create any scripts, outputs, applications (“Applications”) using
the Player, you must recognize us as the owner of the Player and insert the text
“Powered by HoloSuite” in a prominent location on the Application.

1.4

Activation and Validation. You may be required to take certain steps to activate thePlayer. Failure to activate the Player or agree to this EULA, or a determination by us offraudulent or unauthorized use of the Player, may result in reduced functionality,
inoperability of the Player, or a termination of your licence under this EULA.

1.5

Compatibility. The Player might not be compatible with hardware, software orservices provided by third parties. You are responsible for ensuring your information
technology system meets any minimum requirements advised by Arcturus and thatyour Internet connection is suitable for Installing and Accessing the Player. You
acknowledge and accept that the performance of the Player may be affected bythese factors and Arcturus will not be liable for any resulting issues.

1.6

Updates. The Player may automatically download and Install updates from Arcturusfrom time to time. These updates may take the form of bug fixes, new features, or
new versions. You agree to receive and accept such updates from Arcturus as part ofyour Access to the Player. We may modify, update, or discontinue the Player(including any portions or features) at any time, without notice or liability to you oranyone else.

1.7

Feedback. You have no obligation to provide us with ideas, suggestions, or proposals
related to the improvement of the Player, or bug or crash reports of the Player(“Feedback”). If you submit Feedback to us, however, then you grant us a
non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, andtransferable license to use, copy, reproduce, translate and disclose that Feedback forthe purpose of using, editing, enhancing, altering, arranging, modifying, developing,2

distributing, adapting, creating derivative works of, offering, making, selling,
distributing, importing or exporting the Player or any portion thereof.
2.

THIRD PARTY CONTENT

2.1

No Responsibility. The Player is used by third parties to upload, store, create,process, share or otherwise make available Content. Arcturus does not control,
endorse or accept responsibility for any Content accessible on the Player (including
the accuracy, completeness, appropriateness, or lawfulness of such Content). Accessto or use of any Content is at your sole risk, and Arcturus assumes no liability
whatsoever for any claims or losses arising out of or otherwise relating to access toor use of any Content.

2.2

License Rights. Nothing in this EULA grants you a license for any Content accessibleon the Player, and you must obtain any required rights directly from the owner of that
Content.

2.3

Restriction of Content. We do not review Content uploaded, stored, created,
processed, shared or otherwise made available on or through the Player. If you comeacross Content that you find offensive or upsetting, your sole remedy is to stop
accessing, viewing or listening to the Content. You are encouraged to notify us of any
Content on the Player that you believe to be illegal, unlawful or prohibited by any
applicable law. We reserve the right to remove Content or restrict access to thePlayer at any time in our sole discretion.

2.4

Data on your use of the Player. When you Install or Access the Player, you grant us
the right to the right to retain and use any data related your Installation of or Accessto the Player so that we may continue to build and improve machine learningalgorithms and artificial intelligence models related to the Player and our software.
You agree that you have no right, title or interest in and to any resulting
improvements made to Player, nor any algorithms or other machine learning or
artificial intelligence models we create (collectively, “Improvements”) and that we
own all Improvements and may use Improvements as we choose without any
restrictions.

2.5

DMCA. We respect the IP rights of others, and we expect you to do the same. We will
respond to clear notices of copyright infringement consistent with the Digital
Millennium Copyright Act (“DMCA”). Details on how to make a claim of copyright
infringementandsubmita
takedown
requestareavailableathttps://arcturus.studio/notice-and-procedure-making-claims-copyright-infringement/.

3.

END USER CONDUCT

3.1

Responsible Use. You must not:

3

(a)

Install or Access the Player without, or in violation of, this EULA;(b)share, disclose, distribute, transfer, rent, lease, lend, sublicense, sell, exploit orotherwise make available the Player (or any items or rights therein) to any
third party except for the sole purpose of allowing the third party to access,view, or listen to Content;(c)reverse engineer (including but not limited to monitoring or tracking the
inputs and outputs flowing through a system or an application in order torecreate that system), decompile, disassemble, or otherwise attempt todiscover, the source code, data representations or underlying algorithms,
processes, methods, and any other portion of the Player;(d)Install or Access the Player by any means other than the interface we provide
or authorize, or attempt to do so;(e)circumvent any Installation or Access restrictions, or technological measures,
put into place to control access to or prevent certain uses of the Player;(f)Install or Access the Player to engage in behavior that violates anyone’s IP
rights;(g)impersonate any person or entity, or falsely state or otherwise misrepresent
your affiliation with any person or entity;(h)disable, impair, destroy, manipulate or disrupt the Player, or attempt to do so;(i)remove, minimize, alter, obscure, or modify any watermarks, labels, marks orother legal or proprietary notices on or in the Player;(j)upload, store, create, process, share or otherwise make available any codethat contains any viruses, malicious code, malware, or any components
designed to harm or limit the functionality of the Player;(k)manipulate or otherwise display the Player by using framing or similarnavigational technology;(l)use any data mining or similar data gathering and extraction methods inconnection with the Player, including data scraping for machine learning orother purposes;(m)disrupt, interfere with, or inhibit any other user from Installing or Accessing
the Player; or(n)Install or Access the Player in any way that is illegal, unlawful or prohibited, orfor any purpose that is in violation or breach of any applicable law or
regulation.

4

3.2

Trade Sanctions and Export Control Compliance. The Player, and your Installation ofand Access to it, is subject to laws, restrictions, and regulations of the United Statesand other jurisdictions that: (a) govern the import, export, and use of the Player; and(b) may prohibit us or a third party from granting the rights set out in this EULA or
providing the Player to you without notice. By using the Player, you agree to comply
with all such laws, restrictions, and regulations, and you warrant that you are notprohibited from receiving the Player by the laws of any jurisdiction.

3.3

Availability. Installation of or Access to the Player (or certain features of the Player)in certain countries may be blocked by us or foreign governments. It is yourresponsibility to make sure your Installation of and Access to the Player is legal oravailable where you do so. The Player is not available in all languages.

4.

PRIVACY

4.1

Privacy. For information about how we collect, use, disclose, or otherwise process
information about you and your Installation of or Access to the Player, please see ourPrivacy Policy contained at https://arcturus.studio/privacy-policy-statements/. You
agree that you are responsible for obtaining any required consents for any personal
information transmitted, disclosed or made available to Arcturus, including throughthe Player.

4.2

Transfer of Personal Information. We process and store information in the U.S. andother countries. By using our Player, you authorize Arcturus to transfer your personal
information across national borders and to other countries where Arcturus and its
partners operate.

4.3

Aggregated Statistics. Notwithstanding anything to the contrary in this EULA,
Arcturus may monitor your Installation of and Access to the Player and collect andcompile Aggregated Statistics. As between Arcturus and you, all right, title, andinterest in Aggregated Statistics, and all IP rights therein, belong to and are retained
solely by Arcturus. You acknowledge that Arcturus may compile AggregatedStatistics based on your Installation of and Access to the Player. You agree that
Arcturus may: (a) make Aggregated Statistics publicly available in compliance withapplicable law; and (b) use Aggregated Statistics to the extent and in the mannerpermitted under applicable law provided that such Aggregated Statistics do not
identify your Confidential Information. “Aggregated Statistics” means data andinformation related to your Installation of and Access to the Player that is used by
Arcturus in an aggregate and anonymized manner, including to compile statisticaland performance information related to the provision and operation of the Player.

5.

YOUR WARRANTY AND INDEMNIFICATION OBLIGATIONS

5.1

Warranty. By accessing Content through the Player, you represent, warrant andagree that you have all necessary licenses and permissions to access, view, listen to
and use that Content.
55.2

Indemnification. You will indemnify us and our subsidiaries, affiliates, officers,
agents, employees, partners, and licensors from any claim, demand, loss, or damage,including reasonable attorneys’ fees, arising out of or related to your Installation ofand Access to the Player including any outputs or other results of such use, or yourviolation of this EULA. We have the right to control the defense of any claim, action,or matter subject to indemnification by you with counsel of our own choosing. You
must fully cooperate with us in the defense of any such claim, action, or matter.

6.

DISCLAIMERS OF WARRANTIES

6.1

THE PLAYER IS PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY
LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT,MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE
NO COMMITMENTS ABOUT THE PLAYER. WE FURTHER DISCLAIM ANY
WARRANTY THAT: (A) THE PLAYER WILL MEET YOUR REQUIREMENTS OR
WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE INSTALLATION OF AND
ACCESS TO THE PLAYER WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C)THE QUALITY OF THE PLAYER WILL MEET YOUR EXPECTATIONS; OR (D) ANY
ERRORS OR DEFECTS IN THE PLAYER WILL BE CORRECTED. ARCTURUS DOESNOT PROVIDE ANY SUPPORT SERVICES FOR THE PLAYER.

6.2

WE SPECIFICALLY DISCLAIM ALL LIABILITY FOR ANY ACTIONS RESULTINGFROM YOUR INSTALLATION OF AND ACCESS TO THE PLAYER. YOU MAY
INSTALL AND ACCESS THE PLAYER AT YOUR OWN DISCRETION AND RISK,AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERSYSTEM OR LOSS OR CORRUPTION OF DATA OR ANY CONTENT THATRESULTS THEREFROM.

7.

LIMITATION OF LIABILITY

7.1

We are not liable to you or anyone else for any special, incidental, indirect,
consequential, moral, exemplary or punitive damages whatsoever, regardless ofcause, including losses and damages: (a) resulting from loss of use, data,
reputation, revenue, or profits; (b) based on any theory of liability, including breachof contract or warranty, negligence, or other tortious action; or (c) arising out of orin connection with your Installation of or Access to the Player.

7.2

Our total liability in any matter arising out of or related to this EULA is limited to
the greater of: (a) U.S. $5; or (b) the aggregate amount of any fees you paid for
Installation of or Access to the Player during the three-month period preceding
the event giving rise to the liability.

6

7.3

This EULA sets forth the entire liability of Arcturus and its affiliates as well as yourexclusive remedy with respect to Installation of and Access to the Player. The
limitations and exclusions in this Section 7 (Limitation of Liability) apply to the
maximum extent permitted by law even if: (a) a remedy does not fully compensate
you for any losses or fails of its essential purpose; or (b) we knew or should have
known about the possibility of damages.

8.

TERMINATION

8.1

Commencement of Licence. This EULA is effective from the date you first Install or
Access the Player. You may stop using the Player at any time.

8.2

Termination. Without prejudice to any other rights that we may have under this
EULA or at law, we may terminate your rights under this EULA immediately if you fail
to comply with any of its terms. Upon termination, you must stop all Installation of or
Access to the Player and delete all copies from your computer systems. We may also
limit or disable your Access to the Player in our discretion without notice.

8.3

Survival. Any provisions that by their nature continue and survive will survive any
termination of this EULA, including your indemnification obligations, our warranty
disclaimers and limitations of liabilities, and dispute resolution provisions stated inthis EULA.

9.

MISCELLANEOUS

9.1

Notice. Notices in connection with this EULA must be in writing and sent by email,pre-paid postal service, or a delivery service (such as UPS, FedEx or DHL). Notices
from Arcturus to you will be effective: (a) in the case of notices by email, one (1) dayafter sending to the email address provided to Arcturus; or (b) in the case of notices
by mail or delivery service, five (5) days after sending by regular post or delivery
service to the address provided to Arcturus. You hereby consent to service ofprocess being effected on you by registered mail sent to the last address known by
Arcturus if so permitted by applicable law. Notices from you to Arcturus will beeffective: (c) in the case of notices by email, one (1) day after sending to (and receipt
by Arcturus at) contact@arcturus.studio; or (d) in the case of notices by mail ordelivery service, when received by Arcturus at Arcturus Studios Holdings, Inc., 9290
Civic Center Drive, Beverly Hills CA 90210, Attention: Copyright Agent.

9.2

Choice of Law. This EULA is governed by and construed in accordance with the lawsof the State of California (and, to the extent controlling, the federal laws of the UnitedStates). The laws of such jurisdictions shall govern without reference to theconflicts-of-laws rules thereof. The UN Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transaction Act shall not apply
to (and are excluded from the laws governing) this EULA. In addition, you agree thatany claim, action or dispute arising under or relating to this EULA will be brought
exclusively in (and the parties will be subject to the exclusive jurisdiction of) the7Superior Court of the State of California, County of Marin, or the United States
District Court for the Northern District of California in San Francisco. Nothing in theforegoing will prevent Arcturus from bringing an action for infringement of IP rights
in any country where such infringement is alleged to occur. You may only resolve
disputes with us on an individual basis, and you may not bring a claim as a plaintiff ora class member in a class, consolidated, or representative action.
9.3

Injunctive Relief. If you are in violation of this EULA, you agree that we are entitled toapply for injunctive remedies (or an equivalent type of urgent legal relief) in any
jurisdiction.

9.4

Non-Assignment. You may not assign or otherwise transfer this EULA or your rights
and obligations under this EULA, in whole or in part, without our written consent, andany such attempt will be void. We may transfer our rights under this EULA to a third
party.

9.5

Severability. If any provision of this EULA is held invalid or unenforceable for any
reason, the remainder of this EULA will continue in full force and effect.

9.6

No Waiver. Our failure to enforce or exercise any provision of this EULA is not awaiver of that provision.

9.7

Headings. Headings used in this EULA are provided for convenience only and will not
be used to construe meaning or intent.

9.8

Entire Agreement. This EULA constitutes the entire agreement between you andArcturus (and merge and supersede any prior or contemporaneous agreements,
discussions, communications, representations, warranties, advertising or
understandings) with respect to the subject matter hereof.

9.9

Updates to EULA. We may make changes to this EULA from time to time, and if wedo, we will notify you by revising the date at the top of this EULA. You should checkour website regularly for any changes to this EULA. Unless otherwise noted, theamended EULA will be effective immediately, and your continued Access to ourPlayer will confirm your acceptance of the changes. If you do not agree to theamended EULA, you must stop using our Player.

9.10

English Version. The English version of this EULA will be the version used wheninterpreting or construing this EULA.

8

EXECUTED BY:
Signature:

Date:

Name:

Title:

9