Acceptance of the Early Access Agreement This Early Access Agreement (this “Agreement”) is entered into by and between you (“Customer”) and Pre Film, Inc., a Delaware corporation (“Provider”). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” The following terms and conditions govern your access to and use of Backlot Studio software application and website, including any content, functionality, and Services (as defined below) offered on or through Backlot Studio (the “Software”). Please read the Agreement carefully before you start to use the Software and our Services. By using the Software or by clicking to accept or agree to the Agreement when this option is made available to you, you accept and agree to be bound and abide by this Agreement. If you do not want to agree to this Agreement, you must not access or use the Software. The Parties agree as follows: 1. Access and Use. (a) Provision of Access. Subject to the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable right during the time period set forth in Exhibit A (the “Early Access Period”) to: (a) access and use the software-as-a-service offering described in Exhibit A (the “Services”) solely for Customer’s internal business purposes up to the number of employees of Customer that Customer permits to access and use the Services as set forth in Exhibit A (“Authorized Users”). (b) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Except as otherwise set forth in this Agreement, Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. (c) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (“Provider IP”). 2. Customer Responsibilities. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. 3. Support. Provider has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Services to Customer, except as set forth in Exhibit A. 4. Early Access Fees. Customer shall pay Provider the Fees as set forth in Exhibit A. Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. 5. Confidential Information; Feedback. Customer agrees to provide reasonable Feedback (defined below) to Provider, and report any and all problems relating to the Services. Customer agrees not to disclose any technical, financial or other information about the Services (“Provider Confidential Information”) without consent from Provider. Provider will not disclose any Customer Data (defined below) or information to any third parties except as required by law. “Feedback” means any input provided to Provider, in any manner, regarding the Services, including changes or suggested changes to current or future Services. Customer grants Provider a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use Feedback for any purpose, including but not limited to, incorporation of such Feedback into the Services without compensation to the Customer. Any Feedback shall be Provider Confidential Information. 6. Intellectual Property Ownership; Publicity.
(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. (b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to, other than the Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services (“Customer Data”), as well as all outputs in consuming the Services based on Customer Data (“Outputs”). Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and Outputs and perform all acts with respect to the Customer Data and Outputs as may be necessary for Provider to provide the Services to Customer and, for the avoidance of doubt, to Customer only. Provider shall keep all Customer Data and Outputs in the strictest of confidence. (c) Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services (the “Statistics”). As between Provider and Customer, all right, title, and interest in the Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider but Provider shall not use the Statistics for any purposes other than its own internal uses. Customer acknowledges that Provider may compile Statistics based on Customer Data input into the Services. (d) Publicity. Customer acknowledges and consents that Provider may, at its option and expense, use Customer’s name in Provider’s marketing materials. Provider agrees to provide quotes, case study interviews, and additional marketing materials as may be reasonably requested by Provider to be used solely by Provider in its marketing materials. 7. Disclaimer of Warranties. THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE ACCURATE, COMPLETE, OR ERROR FREE. 8. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY CUSTOMER TO PROVIDER. 9. Term and Termination. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until the expiration of the Early Access Period. Customer may terminate this Agreement at any time, without cause. Provider may terminate this Agreement if Customer is in uncured material breach (provided Customer shall be provided notice of such breach and first be given 5 business days to cure such breach). 10. Miscellaneous. This is the complete Agreement between Provider and the Customer. This Agreement may not be assigned or transferred by Customer. The parties are independent contractors. This Agreement shall not be modified or amended except in a writing signed by the parties. All notices shall be sent by email or overnight courier. Email notices shall be sent as indicated below. This Agreement may be executed in counterparts and/or by PDF or electronic signature. [Signature Page Follows] EXHIBIT A Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement. A. DESCRIPTION OF SERVICES: • Backlot will enable the users to collaboratively simulate film set environments with cinematic cameras, lights, animation, sets and props. The user can work collaboratively in real-time with other license holders, to create together. The content can be outputted, shared and receive comments and feedback from other users. Pre Film, Inc. will provide an Early Access build as is. Editing access will be restricted to the software on a per license basis for editing features. Viewing shared content and commenting will be provided to all users (paying and non-paying). • A representative of Provider shall be available to assist during business hours (7 a.m. through 7 p.m. Pacific Time) with onboarding, support, and feedback. B. EARLY ACCESS PERIOD: Begins on the Effective Date and automatically renews for the subsequent month unless otherwise terminated by either Party (each, a “Subscription Period”). Provider may, in its full discretion, set an end date to the Early Access Period by providing at least 15 days prior notice to Customer. C. PAYMENT: Payment of the Fees shall be made in advance or on the start date of each monthly Subscription Period. Payment method shall be communicated to Customer in writing by Provider.