Metahuman_DNA_Calibration/LICENSE

MetaHuman DNA Calibration License Agreement

This MetaHuman DNA Calibration License Agreement (“License Agreement”) is a legal document
detailing your rights and obligations related to your use of Epic’s proprietary
computer software known as MetaHuman DNA Calibration, including any updates, upgrades, or source
code made available to you by Epic (“Software”). By downloading or using the
Software, you are agreeing to be bound by the terms of this License Agreement,
and this License Agreement will be effective upon the first of those events to
occur. If you do not or cannot agree to the terms of this License Agreement, do
not use the Software.

1.	Internal Production License. Subject to the terms and conditions herein,
Epic hereby grants you a worldwide, nonexclusive, royalty-free, non-sublicensable
license to reproduce and prepare derivative works of the Software for the sole
purpose of developing and using tools that enable third-party software programs
to export and edit digital characters in Epic’s proprietary MetaHuman format
(such exports, “MetaHuman Characters”). You may not distribute the Software or
make any use of the Software other than as expressly permitted in this Section 1.

2.	MetaHuman Characters. You may only use MetaHuman Characters to the extent
such uses would be permitted if the MetaHuman Characters were licensed to you as
MetaHuman Content under the Epic Content License Agreement available at
https://www.unrealengine.com/en-US/eula/content. This means, for example, that
MetaHuman Characters may only be used in conjunction with Unreal Engine and Unreal
Engine-based products as designated by Epic, such as Twinmotion.

3.	Ownership. The Software, and all intellectual property rights therein or
thereto, are owned by Epic or Epic’s licensors and are protected under both United
States and foreign laws. Epic reserve all right, title and interest in and to the
Software, including all related intellectual property rights therein or thereto.
No licenses or rights are granted to you other than as expressly stated in this
License Agreement.

4.	Trademarks. This License Agreement does not grant you any right, title or
interest in the trademarks, service marks, trade names, and logos associated with
Epic, Epic’s games and other intellectual property, including Unreal Engine (the
“Epic Trademarks”). All use of the Epic Trademarks will inure to the sole benefit
of Epic.

5.	Disclaimer of Warranties. THE SOFTWARE, INCLUDING ALL INFORMATION, CONTENT,
MATERIALS AND CODE, ARE PROVIDED BY EPIC ON AN “AS IS” AND “AS AVAILABLE” BASIS.
EPIC AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS (THE “EPIC PARTIES”) MAKE
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE.
YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY
APPLICABLE LAW, THE EPIC PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NONINFRINGEMENT. THE EPIC PARTIES DO NOT WARRANT THAT THE SOFTWARE IS
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PARTIES ACKNOWLEDGE AND AGREE THAT
THE FOREGOING WARRANTY DISCLAIMERS WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION
UNDER THIS LICENSE AGREEMENT.

6.	Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE EPIC PARTIES WILL HAVE NO, AND YOU IRREVOCABLY RELEASE THE EPIC PARTIES FROM
AND FOREVER WAIVES ANY RIGHT YOU HAVE TO MAKE CLAIMS AGAINST THE EPIC PARTIES FOR,
ANY LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY
OR OTHERWISE) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SOFTWARE
OR OTHERWISE UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR
PUNITIVE DAMAGES OR LIABILITIES WHATSOEVER, EVEN IF A EPIC PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. YOUR EXCLUSIVE REMEDY WILL BE TO IMMEDIATELY
STOP USING THE SOFTWARE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL
SURVIVE ANY TERMINATION OR EXPIRATION OF THIS LICENSE AGREEMENT AND WILL APPLY EVEN
IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE EPIC PARTIES HEREUNDER EXCEED TEN
DOLLARS ($10.00). The foregoing disclaimer of warranties, disclaimer of certain
damages and limitation of liability will apply to the maximum extent permitted by
applicable law. The laws of some states or jurisdictions do not allow the exclusion
of implied warranties or the exclusion or limitation of certain damages. To the extent
that those laws apply to this License Agreement, the exclusions and limitations set
forth above may not apply to you.

7.	U.S. Government License Rights. You may not use, access, download, or
otherwise export, reexport, or transfer the Software in violation of applicable
export control, economic sanctions, and import laws and regulations, such as the
U.S. Export Administration Regulations and U.S. Department of the Treasury’s
Office of Foreign Assets Control regulations.

8.	Termination. Without prejudice to any other rights, Epic may, upon written
notice, terminate this License Agreement at any time for convenience. Unless
otherwise agreed to by Epic in writing, upon termination of this License Agreement,
You must immediately delete all copies of the Software and any derivative works
based on the Software.

9.	Governing Law; Jurisdiction. Any dispute or claim by you arising out of
or related to this License Agreement will be governed by North Carolina law,
exclusive of its choice of law rules. You and Epic submit to the exclusive jurisdiction
of the Superior Court of Wake County, North Carolina, or, if federal court jurisdiction
exists, the United States District Court for the Eastern District of North Carolina.
You and Epic waive any jurisdictional, venue, or inconvenient forum objections to such
courts (without affecting either party’s rights to remove a case to federal court if
permissible), as well as 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 will be construed against the drafter will not apply
to this License Agreement. This Section 9 will be interpreted as broadly as applicable
law permits.

10.	Attorneys’ Fees. In any action or proceeding to enforce rights under this
License Agreement, the prevailing party will be entitled to recover costs and
reasonable attorneys’ fees.

11.	Severability; Waiver. If any provision or part of a provision of this License
Agreement is unlawful, void or unenforceable, that provision or part of the provision
is deemed severable from this License Agreement and does not affect the validity and
enforceability of any remaining provisions.

The failure or delay of Epic to exercise or enforce any right, remedy or provision of
this License Agreement will not constitute a waiver of such right, remedy or provision.
All waivers of any terms or conditions in this License Agreement must be in writing
signed by Epic.

12.	Entire Agreement. This License Agreement sets forth the entire agreement
between Epic and You with respect to the Software and the subject matter hereof
and supersedes all prior and contemporaneous understandings and agreements whether
written or oral. No amendment, modification or waiver of any of the provisions of
this License Agreement will be valid unless set forth in a written instrument signed
by the party to be bound thereby.