ZibraVDB Terms of Service

1. Definitions

In this License, the following terms and expressions shall have the following meanings:

“Derivative Works” shall mean any content, materials, or works that are based upon, derived from, or incorporate any content, functionality, or intellectual property of the Software, including but not limited to modifications, enhancements, adaptations, or transformations of the Software’s content or capabilities;

“License” shall mean this license which governs Your use of the Software;

“License Key” shall mean a unique code provided by Zibra AI, which allows You to activateand use the Software;

“License Term” shall mean a term specified by Zibra AI in the License Key during which thisLicense is valid;

“Software” shall mean “ZibraVDB”, a cross-platform GPU-based plugin for compressing OpenVDB effects and rendering them on Houdini or Unreal Engine platforms;

“User Content” shall mean any content or material that You create, generate, or otherwise produce using the functionalities of the Software, including but not limited to digital scenes, images, pictures, and graphical representations. The User Content shall be strictly limited to non-executable creative outputs that are the direct result of using the Software. It shall exclude, among others, any content that inherently includes or acts as a carrier for executable code;

“You” (or “Your”) shall mean an individual or a legal entity (represented by its authorized representative) to which Zibra AI grants the License; and

“Zibra AI” shall mean ZIBRA AI INC., a Delaware corporation, registration number 5298131, registered at 16192 Coastal Highway, Lewes, Delaware 19958, USA.

The Software may be currently under development and include experimental features that are enabled or disabled by default.

2. License. Subject to the terms of this License, Zibra AI grants You a temporary, worldwide, nonexclusive, no-charge, royalty-free, revocable, and limited license to install, access, and use the Software during a one-time License Term for internal non-commercial use and the sole purpose of testing and evaluating the Software unless specifically authorized by Zibra AI in writing or as specified in the License Key.

Sublicensing of this License is strictly prohibited.

The License will automatically terminate after the expiration of the License Term. At the end of the License Term, Your use of the Software shall expire, and any further use of the Software, including any executable code developed by You using the Software, shall be strictly prohibited without the prior written consent of Zibra AI.

3. Attribution. You shall attribute Zibra AI in each case of public demonstration of showcasing scenes, images, graphics, and videos developed by You using the Software. This attribution shall be visible and include the following “Created with ZibraVDB by Zibra AI”. Non-compliance with this clause will lead to immediate termination of this License.

5. Ownership. Zibra AI retains all rights, title, and interest in and to all the intellectual property(including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights, and all other intellectual property rights) embodied in or associated with the Software, source, and object code, technology created or derived therefrom. You acknowledge that the License does not provide You with title or ownership to the Software, but only a right of limited use subject to this License. This License does not create any implied licenses, and Zibra AI expressly reserves all rights not expressly granted to You under this License. You shall not use the Software in any way not explicitly permitted by this License and incompliant with the ownership rights stated in this License.

6. Feedback. You may offer suggestions or feedback about the Software (“Feedback”). You grant Zibra AI a perpetual, irrevocable, non-exclusive, global, royalty-free, transferable, and sublicensable right to use the Feedback for any purpose, including improving or developing new products. Zibra AI is not obligated to offer confidentiality, credit, or payment for it, except as explicitly stated in this License.

7. User Content License. By using the Software, You grant Zibra AI a non-exclusive, worldwide,perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use the User Content for marketing and demonstration of the Software operation by way of posting the User Content on the official website of Zibra AI, social networks of Zibra AI, media and any other channels which may be used for the promotion of the Software, unless You explicitly prohibit such use.

8. Trademarks. Subject to clause 3, you shall not use the trade names, trademarks, service marks, or product names of Zibra AI without prior written consent of Zibra AI.

9. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Zibra AI provides the Software on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Software and assume any risks associated with Your exercise of permissions under this License.

10. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Zibra AI be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Software (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses), even if Zibra AI has been advised of the possibility of such damages.

11. Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this License or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this License to arbitrate, shall be determined by arbitration in San Francisco, California office of Judicial Arbitration & Mediation Services, Inc. before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

12. Governing Law. THE LICENSE AND ANY ACTION RELATED TO IT WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS LICENSE.