These Terms of Use and the License Agreement (the "Agreement") constitute a legal agreement between you (the "Client") and LipSyncMasterPro, a company established and incorporated in accordance with the laws. ("Company").

1. API. LipSyncMasterPro provides software that the Client gets access to through the application program interface "API", capable of turning audio containing voice into a facial animation file for a 3D model ("Source Image") in the format.fbx or other format ("Animation File"). HerebyLipSyncMasterPro agrees to provide LipSyncMasterPro. To the Customer on a non-exclusive, non-transferable basis for internal use by the Customer during the period and subject to the restrictions set out in one or more Order Forms concluded between the parties (each of which is an "Order Form").

The Client agrees that he will use the LipSyncMasterPro API. solely to create Animation Files on behalf of the Customer's Users (as defined below), and that he will use the LipSyncMasterPro API in accordance with this Agreement, any restrictions in the Order Form and all applicable laws.

"Users" means third parties using one or more online platforms offered by the Client and listed in the Order Form ("Client's Online Platform"). The Client must not attempt to gain unauthorized access to the LipSyncMasterPro API, nor, to the maximum extent permitted by law, disassemble, decompile, reverse engineer or otherwise attempt to extract the source code or other trade secrets from the LipSyncMasterPro API. or any Animation files. The Customer must not sell, resell, lease or lease using theLipSyncMasterPro. API or reproduce all or any part of the LipSyncMasterPro API.

2. License to use Animation files.

All Animation Files remain the property of the Client or User and can only be used in accordance with the terms of this Agreement. The Client hereby grants LipSyncMasterPro a fully paid, non-transferable, non-licensable right and license during the term of this Agreement to

(a) storing Animation Files on their own servers and

(b) using Animation Files in connection with any Online Client Platform.

The Client undertakes to guarantee that its Users will not, to the maximum extent permitted by law, disassemble, decompile, reverse engineer or otherwise attempt to obtain the source code or other trade secrets from Animation Files. The Client undertakes to use the Animation Files in accordance with all applicable laws (including privacy laws) and the rights of third parties.

3. Fees. The Client undertakes to pay LipSyncMasterPro the remuneration specified in each Order Form, within the time limits specified in each such Order Form. Unless otherwise specified in the Order Form, all invoices are due in full within thirty (30) days after the invoice date. Any additional or other conditions contained in the purchase order or other Customer document that contradict this Agreement are invalid and have no force and effect.

4. Personal data.

4.1 Applicable privacy laws. "Applicable privacy laws" means all applicable data protection and privacy laws in force from time to time in the UK and the European Union, including the General Data Protection Regulation ((EU) 2016/679) ("GDPR"); the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, as well as any applicable privacy legislation to which a party is subject.

4.2 Data sharing. The client must provide the Initial image to the LipSyncMasterPro API.. Each Initial image transmitted by the Client to the LipSyncMasterPro API and the Animation file created on its basis is assigned a unique identifier. LipSyncMasterPro acknowledges that the Original Image and Animation File, as well as some other information provided by the Client, may be personal data in certain jurisdictions and may be subject to Applicable privacy Laws.

4.3 Obligations of the parties. Both parties will comply with all applicable requirements of applicable privacy laws. For GDPR purposes, LipSyncMasterPro acts as a data processor, and the Customer acts as a data controller. This Section 4 supplements, does not release, does not cancel or replace the obligations or rights of the parties in accordance with applicable privacy laws.

4.4 Obligations of LipSyncMasterPro. In relation to any personal data processed in the European Union and/or in the UK in relation to data subjects in connection with the performance byLipSyncMasterPro of its obligations under this Agreement, LipSyncMasterPro must:

(a) process personal data in accordance with the privacy policy of LipSyncMasterPro, available at this link: https://metahumansdk.io/privacy and periodically updated or supplemented;

(b) ensures that appropriate technical and organizational measures are taken to protect against unauthorized or illegal processing of personal data, as well as against accidental loss, destruction or damage of personal data corresponding to the damage that may be caused as a result of unauthorized or illegal processing or accidental loss, destruction or damage, and the nature of the data to be protected, taking into account the level of technology development and the cost of implementing any measures (these measures may include, where appropriate, pseudonymization and encryption of personal data, ensuring confidentiality, integrity, availability and fault tolerance of their systems and services, ensuring timely restoration of availability and access to personal data after an incident, as well as regular analysis and evaluation of the effectiveness of technical and organizational measures taken);

c) ensure that all personnel who have access to and/or process personal data are required to maintain the confidentiality of personal data; and

(d) LipSyncMasterPro undertakes not to use the original image or animation file, as well as any other personal data, except in cases where it is necessary to provide services under this Agreement or to improve or improve our offers. Whenever possible, LipSyncMasterPro will use anonymous and aggregated personal data for these purposes. Upon written request of the Client (which may be sent by e-mail) or upon termination of this Agreement, LipSyncMasterPro will destroy and/or return to the Client any Original Image, Animation File or other personal data related to the specified individual in its possession, unless prohibited by applicable law on and/or if LipSyncMasterPro, in accordance with its privacy policy, has the right to retain such personal data, including for the purposes of machine learning for scientific research.

4.5 Obligations of the Customer. Without prejudice to the general provisions of Section 4.3, the Client declares and warrants that:

(i) he has received prior, express consent from the User or any other third parties;

(ii) he has all the necessary notifications;

(iii) he has provided full information to any User or third party whose personal data may be processed by the Agreement (including the provision of the LipSyncMasterPro Privacy Policy), as required by all applicable laws for the lawful transfer, use and processing of Source Images and Animation Files in accordance with the terms of this Agreement.

This includes a notice that after the termination of this Agreement, personal data relating to Users or any third parties may be stored by LipSyncMasterPro in accordance with the privacy policy of LipSyncMasterPro, including for machine learning purposes for scientific research, for which consent is not required. The Client is obliged to notify LipSyncMasterPro immediately in case of revocation of the consent of any User or other data subject who is a third party on the basis of which personal data is processed, or in case of loss of validity of such consent, or in case the Client receives a request from the User to delete personal data.

4.6 Compensation for losses related to confidentiality. Each party shall reimburse the other party for all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, lost profits, loss of reputation and all interest, penalties and legal costs (calculated on the basis of full compensation), as well as all other reasonable professional expenses) incurred or the reimbursed party as a result of or in connection with a violation of Applicable Privacy Laws, this Section 4 (and in the case of the Client - in connection with the violation of its obligations to collect consent and notification under section 4.5) by the reimbursing party, its employees or agents, provided that the reimbursed party provides the reimbursing party with immediate notification of such a claim, full information about the circumstances that gave rise to it, reasonable assistance in reviewing the claim and the sole right to manage, protect and/or settle it. The liability of LipSyncMasterPro under this Section 4 and, in particular, under this Section 4.6 and the data processing schedule is limited to the limits specified in Section 8 of this Agreement.

5. Obligations of the Company.

5.1 Warranty. LipSyncMasterPro will make commercially reasonable efforts to ensure the availability of the LipSyncMasterPro API 24 hours a day, 7 days a week, with the exception of scheduled maintenance downtime (which X will make commercially reasonable efforts to plan after hours for most of its customers). LipSyncMasterPro guarantees the Client that the LipSyncMasterPro API and Animation Files will work in accordance with any written documentation periodically published by LipSyncMasterPro ("Documentation"). In case of violation of any of the above guarantees, the Client's exclusive remedy is to terminate this Agreement in accordance with Section 9 below and refund any prepaid fees on a pro rata basis.

5.2. DISCLAIMER OF OTHER GUARANTEES.

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THE PRECEDING PROVISION, LipSyncMasterPro DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT, LipSyncMasterPro API, ANY ANIMATION FILE OR ANY OTHER SERVICES PROVIDED BY LipSyncMasterPro, OR THE USE OR PROVISION OF LipSyncMasterPro API OR ANY ANIMATION FILE.

5.3. Lack of responsibility for security breaches. LipSyncMasterPro agrees to use reasonable measures to protect any personally identifiable or confidential information held by or transmitted to LipSyncMasterPro. The Parties agree that, despite such efforts or features of theLipSyncMasterPro API, no product, hardware, software or service can fully protect access to electronic data, and that there are individuals and legal entities, including enterprises, governments and quasi-governmental structures, that will attempt to violate any electronic security measures. In addition to any other limitations set forth in this Agreement, to the maximum extent permitted by applicable law, LipSyncMasterPro will under no circumstances be liable to the Customer, its Users or any natural or legal person for any claims, losses, liability or other expenses arising from or related to any a security breach.

6. Ownership.

LipSyncMasterPro owns all intellectual property rights in relation to the software that the Client accesses through the application program interface "API", capable of turning audio containing voice into a facial animation file for a 3D model, and, except as set out here, nothing in this Agreement should be considered as providing anyor the rights to any such intellectual property.

In the relationship between LipSyncMasterPro and the Client, all rights to any Initial Image belong to the Client, and LipSyncMasterPro does not have any rights to such Initial Image. The Client hereby grants Company m a non-exclusive license during the term of this Agreement to use and store the Original Image to create an Animation File, and the Client declares that he has the right to grant such a license. Company X will be free to use any feedback, suggestions, ratings or improvements that the Client provides to LipSyncMasterPro in relation to or in connection with the LipSyncMasterPro API, its development or marketing, product roadmap or otherwise without any restrictions or obligations to the Client.

7. Confidentiality. Each party acknowledges that, as a result of the performance of this Agreement, it may gain access to data or information, oral or written, related to the past, present or future research, development or commercial activities of the other party, which the other party reasonably considers confidential or proprietary, including any such information received by the party from a third party ("Confidential information"). Confidential information does not include

(a) any information that is or becomes publicly available without violation by the receiving party;

(b) any information duly obtained before or after the date of conclusion of this Agreement from a third party without a non-disclosure obligation;

(c) any information independently developed by the receiving party without reference to Confidential Information; or

(d) any information to the extent that may be necessary to establish or assert rights under this Agreement, in court or as required by law or government regulations or authorities (including a court order or subpoena); provided, however, that prior to disclosure of any Confidential Information as required by law or governments, the receiving party must immediately notify the disclosing party. During the term of this Agreement, each party agrees not to disclose Confidential Information of the other party and not to use Confidential Information of the other party otherwise than is necessary to fulfill its obligations and exercise rights under this Agreement.

8. LIMITATIONS OF LIABILITY. To the maximum extent not prohibited by applicable law, under no circumstances the aggregate liability of either party under this Agreement, API LipSyncMasterPro, any Animation File or in connection with them, as well as for any other services provided by LipSyncMasterPro, or for the use or provision of API LipSyncMasterPro or any Animation File, regardless of whether it is based on a contract, offense or other basis, it should not exceed the total amount of fees, paid by the Client to LipSyncMasterPro under this Agreement for the twelve months preceding the date of the claim, plus, in the case of the Client's liability, all amounts payable for such period.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA ARISING OUT OF THIS AGREEMENT, THE LipSyncMasterPro API, ANY ANIMATION FILE OR ANY OTHER SERVICES PROVIDED BY LipSyncMasterPro, OR THE USE OR PROVISION OF LipSyncMasterPro API OR ANY ANIMATION FILE, REGARDLESS OF WHETHER IT IS BASED ON A CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF IT WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

9. Term and termination. This Agreement will be in full effect as long as the deadline for any Order Form is valid. Notwithstanding the foregoing, either party has the right to terminate this Agreement or any Order Form immediately upon written notice to the other party if

(i) the other party declares bankruptcy or (ii) violates any material condition set forth in this Agreement and does not remedy such violation within 30 days from the date of receipt of written notice thereof. Notwithstanding the foregoing, (a) in the event that any Order Form remains in force after the scheduled expiration or termination of this Agreement, this Agreement shall be deemed to remain in force until such time as such Order Form expires or is terminated in accordance with the terms set forth therein and (b) in the event that LipSyncMasterPro terminates the provision of the LipSyncMasterPro API, LipSyncMasterPro must provide at least 30 days notice of such termination. After that, this Agreement and any Order Forms will automatically terminate (and LipSyncMasterPro will refund any fees for unused services).

10. Compensation for damages. LipSyncMasterPro undertakes to defend and indemnify the Client against any claims, demands, lawsuits or proceedings ("Claim") made or brought against the Client by a third party claiming that the use of the LipSyncMasterPro API or any Animation File (other than any part of the Animation File derived from or related to the Initial Image) in accordance with violates or misappropriate the intellectual property rights of a third party with this Agreement and Documentation. The Client undertakes to defend and indemnify LipSyncMasterPro and its licensors against any claims made or brought against LipSyncMasterPro or any of its licensors by a third party in connection with the use by the Client or any User of the LipSyncMasterPro API or any Animation File. As a condition for fulfilling the indemnification obligations under this section 10, the indemnified party must (a) immediately notify the indemnified party in writing of the Claim, (b) grant the indemnified party sole control over the defense and settlement of the Claim (provided that the party, the reimbursed party cannot settle any Claim that imposes any obligations or liability on the reimbursed party without the consent of the reimbursed party, (c) provide the indemnifying party with all reasonable assistance in defending the Claim at the expense of the indemnifying party. If the indemnifying party assumes the defense of the Claim, as provided for in this document, the indemnifying party may hire its own lawyer only at its own expense.

11. Governing law; arbitration. The validity of this Agreement, the interpretation of its terms, as well as the interpretation and performance of the rights and obligations of the parties are governed by domestic law in the UK, regardless of any principles of choice of law. All disputes or disagreements that may arise between the parties to this Agreement in connection with this Agreement, the Hosting Services or any other Services, the use or provision of Hosting Services or any other Services and/or the relationship between the parties under this Agreement are subject to final arbitration in the Arbitration Center UK. The decision rendered by the arbitrator is final and binding on the parties, and any judicial decision on such a decision may be rendered in any court having appropriate jurisdiction. The arbitration proceedings shall be conducted in English. All costs and fees related to the arbitration proceedings under this Agreement shall be paid exclusively by the party who did not win the case and against whom the arbitration award was made, as determined by the arbitrator. Notwithstanding the foregoing, either party to this Agreement has the right at any time to apply to any court of competent jurisdiction for a preliminary legal or injunction, including, without limitation, in order to prohibit infringement of intellectual property rights of such party.

12. Publicity. The Client grants LipSyncMasterPro permission to use the Client's name, logos and signs to identify the Client as a client of LipSyncMasterPro in publicly available marketing materials and on the LipSyncMasterPro website and agrees to serve as a reference to LipSyncMasterPro and its services upon request

13. Miscellaneous. This Agreement, together with the Order Form, supersedes all proposals, oral or written, all negotiations, conversations or discussions between the parties concerning the subject matter of this Agreement, as well as all past transactions or industry customs (including any conflicting or additional wording in any purchase order). No amendments, waivers or changes to any provision of this Agreement shall be effective unless they are in writing and signed by both parties. The relationship between the parties under this Agreement is that of independent contractors, and neither party is or represents itself as a joint venture, franchisor, franchisee, partner, agent or representative of the other party for any purpose. This Agreement may be executed in the form of copies, facsimile messages or scanned pdf files, each of which is an original, and all together they represent the same original. This Agreement may not be assigned to one of the parties without the consent of the other party, whether by law, merger or otherwise; except that one of the parties may assign this Agreement to an organization that acquires virtually all of the business of such party related to this Agreement and assumes all obligations and responsibilities of such the Parties to this Agreement. This Agreement acts in the interests of and is binding on the parties to this Agreement and their respective legal successors and permitted assignments. Any notification in accordance with this Agreement shall be deemed valid upon personal delivery, upon receipt of a facsimile message at the appropriate fax numbers indicated on the signature page of this Agreement (or at another fax number that either party may from time to time indicate in writing to the other party in accordance with this paragraph), or after one day after sending such a notification to the address below by a reputable courier with confirmation of receipt the next day. If any provision of this Agreement is found to be unenforceable or invalid for any reason, or if any government authority decides that any part of this Agreement is illegal or contrary to public order, the remaining provisions, to the extent possible, will continue to be in full force, while such an unenforceable or invalid provision will be amended and interpreted in such a way as to best realize its original intent and objectives. With the exception of payment obligations, neither party shall be liable to the other party for non-fulfillment or delay in fulfilling its obligations under this Agreement if such non-fulfillment or delay is caused by circumstances beyond its reasonable control, including, without limitation, the actions of any state authorities, war, insurrection, sabotage, embargo, fire, flooding, strike or other labor unrest, interruption or delay in transportation, unavailability or interruption or delay in telecommunications or third-party services, failure of third-party software or inability to obtain raw materials, materials or electricity.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU AGREE THAT YOU HAVE READ THE API TERMS OF USE AND THE LICENSE AGREEMENT, AND AGREE TO ACCEPT THESE TERMS, WHICH WILL BE BINDING ON YOU.

IF YOU DO NOT AGREE TO THESE API TERMS OF USE AND THE LICENSE AGREEMENT, YOU WILL NOT BE ABLE TO SUBSCRIBE TO THESE TERMS OR USE OUR SERVICES.

If you have any questions or concerns about this API terms of use and license agreement or our product, please contact us at support@metahumansdk.io.