MODEL LICENSE AGREEMENT

As at 4 March 2024

This Model License Agreement (this "Agreement") are entered into by and between Kaedim Inc., a Delaware corporation ("Kaedim"), and the entity or person that has purchased a license to the corresponding Kaedim Model (as defined below) ("Licensee" or "you"). If you have purchased a license to a Kaedim Model on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" reference your company.

BY PURCHASING A KAEDIM MODEL, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT.

  1. 1. LICENSE TO KAEDIM MODEL.

    1. 1.1 Right to Access Licensed Materials. Subject to the terms and conditions of this Agreement, Kaedim grants Licensee a non-exclusive, non-sublicensable, non-transferable right use, reproduce, display solely as part of a larger work, and create derivative works from the 3D model or asset made that you have purchased from Kaedim (the "Kaedim Model").
    2. 1.2 Usage Restrictions. Licensee agrees that it will not, directly or indirectly: (a) sublicense, sell, assign or otherwise transfer, or attempt to do so, all or part of your rights under the Agreement; (b) sell, license, distribute or otherwise make available the Kaedim Model as a stand-alone file (or group of files) or in a way that allows third parties to use, download, extract or access the Kaedim Model as a stand-alone file (or group of files); (c) promote alcoholic beverages, tobacco, gambling, weapons or explosives with the Kaedim Model; (d) incorporate the Kaedim Model into a logo, corporate name, trademark, service mark or other indicia of source; (e) make the Kaedim Model available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Kaedim Model as a stand-alone file (or group of files); or (f) falsely represent, expressly or impliedly, that you are the original creator of a visual work that derives a substantial part of its artistic components from the Kaedim Model.
    3. 1.3 Ownership. Except for the limited rights granted hereunder, Kaedim exclusively owns all right, title and interest in and to the Kaedim Models.
    4. 1.4 Feedback. Licensee may from time to time provide Kaedim suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to Kaedim's products and services. Kaedim will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Kaedim will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services without any obligation to compensate or reimburse Licensee.

  2. 2. FEES.

    1. 2.1 Fees. You agree to pay all corresponding fees for the Kaedim Model. Except as otherwise specified, fees are quoted and payable in United States dollars and fees paid are non-refundable.
    2. 2.2 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes"). Licensee will be solely responsible for payment of all Taxes, except for those taxes based on the income of Kaedim. Licensee will not withhold any Taxes from any amounts due to Kaedim.

  3. 3. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION.

    1. 3.1 Disclaimer. THE KAEDIM MODELS ARE PROVIDED ON AN "AS-IS" BASIS AND KAEDIM DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL KAEDIM HAVE ANY LIABILITY ARISING FROM THE USE OF THE KAEDIM MODELS, INFORMATION DERIVED THEREFROM OR ACTIONS TAKEN IN RELIANCE UPON THE FOREGOING.
    2. 3.2 Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL KAEDIM BE LIABLE TO YOU FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY LICENSEE TO KAEDIM FOR THE CORRESPONDING KAEDIM MODEL.
    3. 3.3 Indemnification. To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Kaedim, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (the "Kaedim Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Kaedim Model, or your violation of any rights of another. Kaedim will provide notice to you of any such claim, suit, or proceeding. Kaedim reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Kaedim's defense of such matter. You may not settle or compromise any claim against the Kaedim Parties without Kaedim's written consent.

  4. 4. GENERAL.

    1. 4.1 Governing Law; Jurisdiction and Venue. The Agreement is governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of the Agreement are the state courts located in San Francisco, CA or the United States District Court for the Northern District of California, and both parties submit to the personal jurisdiction of these courts.
    2. 4.2 Assignment. Kaedim may assign this Agreement without notice to you. You may not assign this Agreement or any of your rights under it without Kaedim's prior written consent, which may be unreasonably withheld, conditioned or delayed. This Agreement will inure to the benefit of and be binding upon the parties and their heirs, executors, administrators, legal representatives, lawful successors and permitted assigns.
    3. 4.3 Notices. Any notice or communication under the Agreement must be in writing. Licensee must send any notices under the Agreement to Kaedim, in English to admin@kaedim3d.com. Kaedim may send notices to the email addresses on Licensee's account or, at Kaedim's option, to Licensee's last-known postal address.
    4. 4.4 Independent Contractors. The parties to the Agreement are independent contractors, and the Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
    5. 4.5 Severability. If any provision of the Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that the Agreement may otherwise remain in effect.
    6. 4.6 No Third-Party Rights. Nothing in the Agreement confers on any third party the right to enforce any provision of the Agreement.
    7. 4.7 Entire Agreement. The Agreement represents the parties' complete and exclusive understanding relating to the Agreement's subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Kaedim Models or any other subject matter covered by the Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to the Agreement.