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Non Disclosure Agreement and User License Agreement


Mutual non disclosure agreement


This Mutual Nondisclosure Agreement (this “Agreement”), is made by and between Hammerhead Interactive Ltd, Company number 08963806, also trading as Dimension, a company registered in England and Wales at Proto, Abbots Hill, Gateshead, Tyne & Wear, NE8 3DF, and you, registered company in the United Kingdom  (each being a “party” or collectively “parties”) or Worldwide.


1. Disclosure 

Dimension Studio and the Company intend to engage in discussions concerning a potential business relationship (the “Purpose”).  In connection therewith, the parties may disclose to each other information that is considered confidential and proprietary or otherwise not generally available to the public.  In order to protect their proprietary, confidential, and otherwise nonpublic information, the parties have agreed to the following provisions with respect to confidentiality of information.


2. Confidential Information  

As used in this Agreement, “Confidential Information” means all nonpublic information disclosed by one party or its agents (the “Disclosing Party”) to the other party or its agents (the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.  Confidential Information includes, without limitation (i) nonpublic information relating to the Disclosing Party’s business plans, analyses, forecasts, predictions or projections, customer information, intellectual property, technology, technical information, business models, pricing and pricing strategies, marketing ideas, sales data, sales projections, financing plans, valuations, capitalization, budgets and other financial information, and (ii) third-party information that the Disclosing Party is obligated to keep confidential.


3. Exclusions 

Confidential Information does not include any information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third party who, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or tortuous act, (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information, or (v) constitutes suggestions, comments or other feedback provided by the Receiving Party to the Disclosing Party with respect to the Confidential Information.


4. Use of Confidential Information  

The Receiving Party may use Confidential Information only in connection with the Purpose.  Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent.  The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination, reverse-engineering or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.  The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the United States.


5. Receiving Party Personnel  

The Receiving Party shall restrict the possession, knowledge and use of Confidential Information to its employees, contractors, professional advisors, and entities controlled by it (collectively, “Personnel”) who have a need to know Confidential Information in connection with the Purpose.  Such Personnel shall be informed by the Receiving Party of the confidential nature of such information and shall be directed by the Receiving Party, and shall each expressly agree, to treat such information as confidential in accordance with this Agreement. The Receiving Party shall be fully responsible for any breach of this Agreement by its Personnel.


6. No Announcements 

The parties agree that they will not, and each party will direct its Personnel not to, disclose to any person either the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms, conditions or other facts with respect to the Purpose, including the status thereof.


7. Disclosures to Governmental Entities 

The Receiving Party may disclose Confidential Information as required to comply with legal process or binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.


8. Ownership of Confidential Information

All Confidential Information shall remain the exclusive property of the Disclosing Party.  The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights.


9. Notice of Unauthorized Use

The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party.  The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.


10. Return of Confidential Information 

The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request.  The Receiving Party shall provide written certification of its compliance with this Section.


11. Injunctive Relief

The Receiving Party acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or an inadequate remedy.  The Receiving Party therefore agrees that the Disclosing Party shall have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement.


12. Termination

This Agreement automatically shall terminate two (2) years after the Agreement Date, unless otherwise agreed by the parties in writing (the “Term”).


13. No Warranty

The Receiving Party understands that the Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information or any other information, which the Disclosing Party furnishes to the Receiving Party.  The Receiving Party agrees that the Disclosing Party shall not have any liability to the Receiving Party resulting from the use of the Confidential Information by the Receiving Party or for any errors therein or omissions therefrom.


14. No Obligation

Nothing herein shall obligate the parties to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Purpose.


15. Miscellaneous

This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the parties.  Each party’s obligations hereunder are in addition to, and not exclusive of, any and all of its other obligations and duties to the other party, whether express, implied, in fact or in law.  Subject to the limitations set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.  If a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision.  Further, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable.

By requesting access to the Dimension Partner Programme, you have accepted the terms of this agreement.


User License Agreement


MICROSOFT SOFTWARE LICENSE TERMS Software - MICROSOFT MIXED REALITY CAPTURE STUDIOS (MRCS) DEV KIT 

Purpose - restricted to authoring and playing back MRCS holograms.


These license terms are an agreement between you and Microsoft Corporation (or one of its affiliates). They apply to the software named above and any Microsoft services or software updates (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter your or Microsoft’s rights relating to pre-updated software or services).

IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.


1. Installation and use rights

a) General. You may install and use any number of copies of the software to develop and test your applications, solely for the purpose stated above and otherwise for your internal business purposes.

b) Included Microsoft Applications. The software may include other Microsoft applications.

These license terms apply to those included applications, if any, unless other license terms are provided with the other Microsoft applications.

c) Open Source Software. The software may include open source software or components, in which case it is your responsibility to review and comply with any terms related to such open source software.

d) Competitive Benchmarking. If you are a direct competitor, and you access or use the software for purposes of competitive benchmarking, analysis, or intelligence gathering, you waive as against Microsoft, its subsidiaries, and its affiliated companies (including prospectively) any competitive use, access, and benchmarking test restrictions in the terms governing your software to the extent your terms of use are, or purport to be, more restrictive than Microsoft’s terms. If you do not waive any such purported restrictions in the terms governing your software, you are not allowed to access or use this software, and will not do so.


2. Scope of license

The software is licensed, not sold. Microsoft reserves all other rights. Unless applicable law gives you more rights despite this limitation, you will not (and have no right to):

a) work around any technical limitations in the software that only allow you to use it in certain ways;

b) reverse engineer, decompile, or disassemble the software, or attempt to do so, except and only to the extent permitted by licensing terms governing the use of open-source components that may be included with the software;

c) remove, minimize, block, or modify any notices of Microsoft or its suppliers in the software;

d) use the software in any way that is against the law or to create or propagate malware; or

e) share, publish, distribute, or lend the software (except for any distributable code, subject to the terms above), provide the software as a stand-alone hosted solution for others to use, or transfer the software or this agreement to any third party.


3. Export restrictions 

You must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use. For further information on export restrictions, visit http://aka.ms/exporting.


4. Support services

Microsoft is not obligated under this agreement to provide any support services for the software. Any support provided is “as is”, “with all faults”, and without warranty of any kind.


5. Termination 

Without prejudice to any other rights, Microsoft may terminate this agreement if you fail to comply with any of its terms or conditions. In such event, you must destroy all copies of the software and all of its component parts.


6. Entire agreement 

This agreement, and any other terms Microsoft may provide for supplements, updates, or third-party applications, is the entire agreement for the software.


7. Applicable law and place to resolve disputes 

If you acquired the software in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of this agreement, claims for its breach, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of laws principles. If you acquired the software in any other country, its laws apply. If U.S. federal jurisdiction exists, you and Microsoft consent to exclusive jurisdiction and venue in the federal court in King County, Washington for all disputes heard in court. If not, you and Microsoft consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington for all disputes heard in court.


8. Consumer rights; regional variations 

This agreement describes certain legal rights.

You may have other rights, including consumer rights, under the laws of your state or country. Separate and apart from your relationship with Microsoft, you may also have rights with respect to the party from which you acquired the software. This agreement does not change those other rights if the laws of your state or country do not permit it to do so. For example, if you acquired the software in one of the below regions, or mandatory country law applies, then the following provisions apply to you:

a) Australia. You have statutory guarantees under the Australian Consumer Law and nothing in this agreement is intended to affect those rights.

b) Germany and Austria.

i. Warranty. The properly licensed software will perform substantially as described in any Microsoft materials that accompany the software. However, Microsoft gives no contractual guarantee in relation to the licensed software.

ii. Limitation of Liability. In case of intentional conduct, gross negligence, claims based on the Product Liability Act, as well as, in case of death or personal or physical injury, Microsoft is liable according to the statutory law.

Subject to the foregoing clause ii., Microsoft will only be liable for slight negligence if Microsoft is in breach of such material contractual obligations, the fulfillment of which facilitate the due performance of this agreement, the breach of which would endanger the purpose of this agreement and the compliance with which a party may constantly trust in (so-called "cardinal obligations"). In other cases of slight negligence, Microsoft will not be liable for slight negligence.


9. Disclaimer of warranty 

THE SOFTWARE IS LICENSED “AS IS.” YOU BEAR THE RISK OF USING IT. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, MICROSOFT EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


10. Limitation on and exclusion of damages 

IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM MICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES.

This limitation applies to (a) anything related to the software, services, content (including code) on third party Internet sites, or third party applications; and (b) claims for breach of

2 contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law.

It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.

Please note: In case this software is distributed in Canada, some of the clauses in this agreement are provided below in French.

Remarque: Ce logiciel étant distribué au Canada, certaines des clauses dans ce contrat sont fournies ci-dessous en français.

EXONÉRATION DE GARANTIE. Le logiciel visé par une licence est offert « tel quel ». Toute utilisation de ce logiciel est à votre seule risque et péril. Microsoft n’accorde aucune autre garantie expresse. Vous pouvez bénéficier de droits additionnels en vertu du droit local sur la protection des consommateurs, que ce contrat ne peut modifier. La ou elles sont permises par le droit locale, les garanties implicites de qualité marchande, d’adéquation à un usage particulier et d’absence de contrefaçon sont exclues.

LIMITATION DES DOMMAGES-INTÉRÊTS ET EXCLUSION DE RESPONSABILITÉ POUR LES DOMMAGES. Vous pouvez obtenir de Microsoft et de ses fournisseurs une indemnisation en cas de dommages directs uniquement à hauteur de 5,00 $ US. Vous ne pouvez prétendre à aucune indemnisation pour les autres dommages, y compris les dommages spéciaux, indirects ou accessoires et pertes de bénéfices.

Cette limitation concerne:

• tout ce qui est relié au logiciel, aux services ou au contenu (y compris le code) figurant sur des sites Internet tiers ou dans des programmes tiers; et

• les réclamations au titre de violation de contrat ou de garantie, ou au titre de responsabilité stricte, de négligence ou d’une autre faute dans la limite autorisée par la loi en vigueur.

Elle s’applique également, même si Microsoft connaissait ou devrait connaître l’éventualité d’un tel dommage. Si votre pays n’autorise pas l’exclusion ou la limitation de responsabilité pour les dommages indirects, accessoires ou de quelque nature que ce soit, il se peut que la limitation ou l’exclusion ci-dessus ne s’appliquera pas à votre égard.

EFFET JURIDIQUE. Le présent contrat décrit certains droits juridiques. Vous pourriez avoir d’autres droits prévus par les lois de votre pays. Le présent contrat ne modifie pas les droits que vous confèrent les lois de votre pays si celles-ci ne le permettent pas.