HOLOSUITE PLAYERSOFTWARE
DISTRIBUTION LICENSEISSUE DATE: JUNE 5, 2023

COMPANY
Name:Address:Contact:

TERMS
Arcturus Studios US, Inc. (“Arcturus”, “we”, “us”) has developed proprietary software that islicensed for use as a capture-agnostic post-production platform for volumetric video(“HoloSuite Software”). Subscribers to our HoloSuite Software may upload, store, create,process, share or otherwise make available text, information, data, applications or material,
such as audio files, video files, electronic documents, or images using the HoloSuite
Software (“Content”). Such Content can be shared with non-subscribers to the HoloSuite
Software (“End Users”) and accessed, viewed and listened to by third parties using Arcturus’
proprietary HoloSuite Player software (“Player”).
This HoloSuite Player Software Distribution License (“License”) describes the rights andobligations that apply to the Player. It allows you to distribute a copy of the Player to an End
User so that the End User can enable third parties to access, view or listen to Content. By
accepting this License, or reproducing or distributing the Player, you confirm youracceptance of this License 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 reproduce or distribute the Player.
You agree to this License 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.

DISTRIBUTION OF PLAYER*10044777/00009/4850303/v4

1.1

Application. This Licence applies to third parties that have developed, own, manage,
or run websites or applications where Content may be shared, disclosed, distributed,transferred, rented, leased, loaned, sublicensed, sold or otherwise made available toEnd Users.

1.2

License. Subject to your compliance with this License, we grant you a non-exclusive,non-sublicensable, non-transferable license to reproduce an unaltered version of thePlayer and Distribute such unaltered copy of the Player to End Users for the sole
purpose of allowing the End User to facilitate access to, viewing of or listening toContent by third parties on the End Users’ website or application. “Distribute” means
to share, send, transmit, disclose, display, publish or otherwise provide or makeavailable the Player by way of a zipped software install file or embedded in anapplication or on your website, or to direct End Users to download the Player fromthe Arcturus website or contact the Arcturus Customer Success team for access.

1.3

Exclusions. This License does not apply to:(a)Installation of or access to the Player, which shall be governed by the Player
Software End User License Agreement;(b)Arcturus subscription-based services or software, which shall be governed by
the Arcturus General Terms of Use and any Additional Terms; or(c)any Arcturus professional services including custom software development,integration, implementation or other consulting services, which shall begoverned by a separate master services agreement.

1.4

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 (whetherregistered 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 License, we do
not grant you any IP rights in respect to the items in the Player. We reserve all rights
not granted under this License.

1.5

Recognition. To the extent that you embed the Player in an application or on yourwebsite, you must recognize Arcturus as the owner of the Player and insert thetext “Powered by HoloSuite” in a prominent location on the application or website.

1.6

End User Licence: Installation of, and access to, the Player by all End Users is subject
to their acceptance of, and agreement to comply with, the end user license
agreement
applicabletothePlayer
availableat
https://arcturus.studio/software-license-agreements/ (‘EULA’). Where you Distributethe Player to an End User, you must also provide the End User with a hyperlink to the2EULA and notify the End User that installation of, and access to, the Player is subject
to their compliance with the terms set out in the EULA.
1.7

Third Party Content. 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 (including the accuracy,completeness, appropriateness, or lawfulness of such Content). Arcturus assumes
no liability whatsoever for any claims or losses arising out of or otherwise relating to
your or any End User’s access to or use of any Content.

2.

DISTRIBUTOR CONDUCT

2.1

Responsible Use. You must not:(a)

reproduce or Distribute the Player without, or in violation of, this License;(b)charge End Users any fee to receive, install or access the Player;(c)rent, lease, lend, sublicense, sell or otherwise exploit the Player (or any items
or rights therein) for any commercial purpose;(d)Distribute a version of the Player that has been edited, enhanced, altered,arranged, modified, developed, ported, adapted, translated, or created as a
derivative work;(e)reverse engineer (including but not limited to monitoring or tracking theinputs 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;(f)reproduce or Distribute the Player by any means other than the interface weprovide or authorize, or attempt to do so;(g)circumvent any reproduction or Distribution restrictions, or technologicalmeasures, put into place to control access to or prevent certain uses of thePlayer;(h)impersonate any person or entity, or falsely state or otherwise misrepresent
your affiliation with any person or entity;(i)disable, impair, destroy, manipulate or disrupt the Player, or attempt to do so;(j)remove, minimize, alter, obscure, or modify any watermarks, labels, marks orother legal or proprietary notices on or in the Player;

3

(k)

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;(l)manipulate or otherwise display the Player by using framing or similarnavigational technology;(m)use any data mining or similar data gathering and extraction methods inconnection with the Player, including data scraping for machine learning orother purposes;(n)disrupt, interfere with, or inhibit any End User from installing or accessing thePlayer; or(o)reproduce or Distribute the Player in any way that is illegal, unlawful orprohibited, or for any purpose that is in violation or breach of any applicablelaw or regulation.

2.2

Trade Sanctions and Export Control Compliance. The Player, and your reproduction
or Distribution of it, is subject to laws, restrictions, and regulations of the UnitedStates and other jurisdictions that: (a) govern the import, export, and use of thePlayer; and (b) may prohibit us from granting the rights set out in this Licence orproviding the Player to you without notice. By reproducing or Distributing the Player,
you agree to comply with all such laws, restrictions, and regulations, and you warrant
that you are not prohibited from reproducing or Distributing the Player by the laws of
any jurisdiction.

2.3

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

3.

DISCLAIMERS OF WARRANTIES

3.1THE PLAYER IS PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BYLAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS ORIMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT,MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE
NO COMMITMENTS ABOUT THE PLAYER. WE FURTHER DISCLAIM ANYWARRANTY THAT: (A) THE PLAYER WILL MEET YOUR OR ANY END USERS’REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED,TIMELY, SECURE, OR ERROR-FREE; (B) THE QUALITY OF THE PLAYER WILLMEET YOUR EXPECTATIONS; OR (C) ANY ERRORS OR DEFECTS IN THE PLAYERWILL BE CORRECTED. ARCTURUS DOES NOT PROVIDE ANY SUPPORTSERVICES FOR THE PLAYER.

43.2WE SPECIFICALLY DISCLAIM ALL LIABILITY FOR ANY ACTIONS RESULTINGFROM YOUR REPRODUCTION OR DISTRIBUTION OF THE PLAYER. YOU MAYREPRODUCE OR DISTRIBUTE THE PLAYER AT YOUR OWN DISCRETION ANDRISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOURCOMPUTER SYSTEM OR LOSS OR CORRUPTION OF DATA THAT RESULTS
THEREFROM.

4.

INDEMNITY AND LIMITATION OF LIABILITY

4.1

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 reproduction orDistribution of the Player, or your violation of this License. We have the right tocontrol 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 thedefense of any such claim, action, or matter.

4.2

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 reproduction or Distribution of the Player.

4.3

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

4.4This License sets forth the entire liability of Arcturus and its affiliates as well as
your exclusive remedy with respect to reproduction and Distribution of the Player.
The limitations and exclusions in this Section 4 (Indemnity and Limitation ofLiability) 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) weknew or should have known about the possibility of damages.

5.

TERMINATION

5.1

Commencement of Licence. This License is effective from the earlier of the date you
receive or have access to a copy of the Player from us. You are under no obligation toreproduce or Distribute the Player to any End User and may stop doing so at anytime.

5.2

Termination. Without prejudice to any other rights that we may have under thisLicense or at law, we may terminate your rights under this License immediately if you
fail to comply with any of its terms. Upon termination, you must stop all reproduction5

or Distribution of the Player and delete all copies from your computer systems. We
may also limit or disable your ability to reproduce or Distribute the Player in our
discretion without notice.
5.3

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

6.

MISCELLANEOUS

6.1

Notice. Notices in connection with this License 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.

6.2

Choice of Law. This License is governed by and construed in accordance with thelaws of the State of California (and, to the extent controlling, the federal laws of theUnited States). 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 applyto (and are excluded from the laws governing) this License. In addition, you agree thatany claim, action or dispute arising under or relating to this License will be brought
exclusively in (and the parties will be subject to the exclusive jurisdiction of) theSuperior 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.

6.3

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

6.4

Non-Assignment. You may not assign or otherwise transfer this License or yourrights and obligations under this License, in whole or in part, without our writtenconsent, and any such attempt will be void. We may transfer our rights under thisLicense to a third party.
66.5

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

6.6

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

6.7

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

6.8

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

6.9

Updates to License. We may make changes to this License from time to time, and if
we do, we will notify you by revising the date at the top of this License. You should
check our website regularly for any changes to this License. Unless otherwise noted,
the amended Terms will be effective immediately, and your continued reproduction
or Distribution of our Player will confirm your acceptance of the changes. If you do
not agree to the amended License, you must stop using our Player.

6.10

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

EXECUTED BY:

Signature:

Date:

Name:

Title:

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