Developer License Agreement

IMPORTANT READ CAREFULLY: THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL

AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY), AND LEIA INC.

INCLUDING ITS SUBSIDIARIES ("LEIA") FOR IMMERSITY DEVELOPER TOOLS DEVELOPMENT KITS (SDK),

PLUGINS, AND RELATED TOOLS (“DEVELOPER TOOLS”) PROVIDED BY LEIA INC. (“LEIA”).

BY CLICKING “I AGREE” AND DOWNLOADING OR USING THE DEVELOPER TOOLS YOU AGREE TO

THE FOLLOWING TERMS:

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DEVELOPER TOOLS

AGREEMENTS RELATING TO ANY OTHER PRODUCT OR TOPIC ARE NEITHER INTENDED NOR

SHOULD THEY BE IMPLIED. BY INSTALLING OR ACTIVATING THE DEVELOPER TOOLS OR ANY

PORTION THEREOF, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS

AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT

DO NOT CONTINUE THE INSTALLATION OR ACTIVATION PROCESS AND IMMEDIATELY DELETE ALL

INSTALLED FILES, IF ANY, OF THE ACCOMPANYING DEVELOPER TOOLS FROM YOUR COMPUTER

SYSTEM OR OTHER DEVICE.

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The DEVELOPER TOOLS are protected by U.S. and international copyright laws and conventions as

well as other intellectual property laws and treaties. The DEVELOPER TOOLS is licensed, not sold.

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READ CAREFULLY: LEIA INC. LICENSES THE DEVELOPER TOOLS AND OTHER LICENSED MATERIALS

ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR

REFERENCED IN THIS AGREEMENT.

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GRANT OF LICENSE

LEIA grants to you the following non-exclusive, non-transferable and revocable license to

download, install, and use the Developer Tools solely for the purpose of developing applications for

Leia – compatible devices and solely for use with Developer Tools.

RESTRICTIONS:

You may NOT:

1. Use or copy the DEVELOPER TOOLS except as provided in this Agreement;

2. Rent or lease the DEVELOPER TOOLS to any third party;

3. Modify, adapt, or translate the DEVELOPER TOOLS in whole or in part;

4. Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code,

internal structure, or operation of any Leia runtime, libraries, or other proprietary components

accessed via the DEVELOPER TOOLS or create derivative works based upon the DEVELOPER TOOLS;

5. Merge the DEVELOPER TOOLS with any other program or modify the DEVELOPER TOOLS, except

for your commercial use; and

6. Sublicense or otherwise make the DEVELOPER TOOLS available to third parties, except that you

may, after prior written notification to LEIA, transfer the DEVELOPER TOOLS as a whole to a third

party so long as you do not retain any copies of the DEVELOPER TOOLS, and such third party

accepts the terms of this Agreement.

7. Transfer your rights under this Agreement to any third parties.

8. Export the DEVELOPER TOOLS in contravention of applicable export laws and regulations, or (i)

sell, export, re-export, transfer, divert, disclose technical data, or dispose of, any DEVELOPER TOOLS

to any prohibited person, entity, or destination including, without limitation, Cuba, Iran, North Korea,

Sudan and Syria; or (ii) use any DEVELOPER TOOLS for any use prohibited by the laws or regulations

of the United States.

9. Use the DEVELOPER TOOLS with any DEVELOPER TOOLS or hardware that is not approved in

advance and in writing by Leia.

SUPPORT SERVICES

LEIA is not obligated to provide technical or other support for the DEVELOPER TOOLS.

ANCILLARY SERVICES

Certain of the DEVELOPER TOOLS contains elements that enable the use of the LEIA update service,

which allows for updates for such DEVELOPER TOOLS to be downloaded and installed on your

computer. By installing the DEVELOPER TOOLS, you hereby agree and consent that LEIA (or its

licensors) may automatically check the version of such DEVELOPER TOOLS that you are using on

your computer and may provide upgrades to such DEVELOPER TOOLS that may be downloaded on

to your computer.

You may also be offered the opportunity to receive services (or information thereof) for the

DEVELOPER TOOLS or to receive future updates or marketing news (collectively, the “Services”).

However, if LEIA, its Suppliers, or its Licensors need to collect any data from you including your

personal data (e.g., your name, contact information, age, gender, or other private information) or

information regarding how your Computer System is being used (e.g., what applications are

installed/uninstalled, usage patterns, settings, etc.), your prior consent shall be required before

activation of such Services.

OWNERSHIP & COPYRIGHT

Title and all ownership rights, interests and intellectual property rights in and to the DEVELOPER

TOOLS and all copies thereof remain with LEIA You do not have or shall not gain any proprietary

interest in the DEVELOPER TOOLS (including any modifications or copies made by or for you) or any

related intellectual property rights.

This license gives you no rights to such contents and does not grant you any rights to Leia’s runtimes

or hardware beyond the stated purpose of this Agreement.

You hereby agree

1. Not to remove any copyright or other proprietary notices from the DEVELOPER TOOLS;

2. To reproduce all such notices on any authorized copies you make; and

3. To use best efforts to prevent any unauthorized copying of the DEVELOPER TOOLS.

TRADEMARKS

This Agreement does not grant to you any rights in connection with any trademarks or service marks

of LEIA or of LEIA’s licensors or suppliers.

REGISTRATION AND MARKETING CONSENT

By accepting this Agreement, you agree to allow Leia to collect your name and email address for the

purposes of product updates, developer communications, and marketing. You may opt out of

marketing communications at any time.

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEIA, ITS SUPPLIERS, AND ITS

LICENSORS, PROVIDE THE DEVELOPER TOOLS OR THE SERVICES "AS IS" AND WITH ALL FAULTS,

AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR

STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR

CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR

COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES,

AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE DEVELOPER TOOLS AND THE

PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR

CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO

DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE DEVELOPER TOOLS.

EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEIA, LEIA’S

SUPPLIERS, OR LEIA’S LICENSORS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,

PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO,

DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS

INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY

INCLUDING THE DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR

ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED

TO THE USE OF OR INABILITY TO USE THE DEVELOPER TOOLS, THE PROVISION OF OR FAILURE TO

PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION

OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT

LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LEIA OR ITS SUPPLIERS OR

LICENSORS, AND EVEN IF LEIA AND ITS SUPPLIERS AND LICENSORS HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY AND REMEDIES

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER

(INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR

GENERAL DAMAGES), THE ENTIRE LIABILITY OF LEIA, ITS SUPPLIERS, AND ITS LICENSORS, UNDER

ANY PROVISION OF THIS AGREEMENT, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE

FOREGOING, SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU FOR THE DEVELOPER

TOOLS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING DISCLAIMER

OF WARRANTIES AND EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER

DAMAGES ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN

IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE; PROVIDED, HOWEVER, THAT BECAUSE SOME

JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR

CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TERMINATION

Without prejudice to any other rights, LEIA may immediately terminate this Agreement without

notice if you fail to comply with any terms and conditions of this Agreement.

In such event, you must:

1. Cease all use of the DEVELOPER TOOLS;

2. Destroy or return to LEIA the original and all copies of the DEVELOPER TOOLS; and

3. Delete the DEVELOPER TOOLS from all computers on which it was resident.

All disclaimers of warranties and limitation of liability set forth in this Agreement shall survive

termination of this Agreement.

GENERAL

This Agreement represents the complete agreement between you and LEIA relating to this license for

the DEVELOPER TOOLS and supersedes all prior agreements, communications, proposals and

representations between the parties and prevails over any conflicting or additional terms of any

quote, order, acknowledgement or similar communication. This Agreement may only be modified by

a written document signed by both parties. If any provision of this Agreement is held by a court of

competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent

permissible and the remaining provisions of this Agreement will remain in full force and effect.

Nothing contained in this License limits LEIA’ liability to you in the event of death or personal injury

resulting from LEIA’ gross negligence or fraud. LEIA is acting for itself and on behalf of its suppliers for

the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided

in this License, but in no other respects and for no other purpose. You acknowledge that the

limitations and exclusions in this License are necessary and reasonable provisions, and that the

DEVELOPER TOOLS would not be licensed by LEIA and its suppliers, or would be licensed at

significantly higher rates, in the absence of such limitations and exclusions.

Export Rules.

You agree that the DEVELOPER TOOLS will not be shipped, transferred or exported into any country

or used in any manner prohibited by the United States Export Administration Act or any other export

laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the DEVELOPER

TOOLS is identified as export controlled items under the Export Laws, you represent and warrant

that you are not a citizen, or otherwise located within, an embargoed nation and that you are not

otherwise prohibited under the Export Laws from receiving or Using the DEVELOPER TOOLS. All

rights to Use the DEVELOPER TOOLS are granted on condition that such rights are forfeited if you

fail to comply with the terms of this License.

Governing Law.

This License will be governed by and construed in accordance with the substantive internal laws in

force in the State of Delaware, United States of America, without regard to applicable conflicts of

law principles. You irrevocably consent and agree that the respective federal or state courts located

within Kent County, Delaware, United States of America shall have exclusive jurisdiction and venue

over all disputes relating to this License, and that this License will not be governed by the conflict of

law rules of any jurisdiction; and is not governed by the United Nations Convention on Contracts for

the International Sale of Goods, the application of all of which are expressly excluded.

General Provisions.

If any part of this License is found void and unenforceable by a court of competent jurisdiction, it will

not affect the validity of the balance of this License, which shall remain valid and enforceable

according to its terms. This License shall not prejudice the statutory rights of any party dealing as a

consumer. This License may only be modified by a writing signed by an authorized officer of LEIA.

Updates may be licensed to you by LEIA with additional or different terms. This License is the entire

agreement between LEIA and you relating to the DEVELOPER TOOLS, and it supersedes any prior

representations, discussions, undertakings, correspondence, documents or other communications

or advertising relating to the DEVELOPER TOOLS.

Compliance with Licenses. If you are a business or organization, you agree that upon request from

LEIA or LEIA’S authorized representative, within thirty (30) days you will fully document and certify

that use of any and all DEVELOPER TOOLS at the time of the request is in conformity with your valid

licenses from LEIA.

ADDITIONAL PROVISIONS APPLICABLE TO THIRD PARTY DEVELOPER TOOLS AND SERVICES

DEVELOPER TOOLS provided hereunder by LEIA’s licensors or suppliers (“Third Party DEVELOPER

TOOLS”) are made available to you for your use only. You may not use the Third Party DEVELOPER

TOOLS in any manner that could damage, disable, overburden, or impair the Services provided by

LEIA’s licensors or suppliers hereunder (“Third Party Services”).

Furthermore, you may not use the Third-Party DEVELOPER TOOLS in any manner that could interfere

with any other party's use and enjoyment of the Third-Party Services, or other services and products

of LEIA’s licensors’ or suppliers’ third-party licensors. Your use of the Third Party DEVELOPER TOOLS

and Third-Party Services shall also be subject to additional terms and conditions and policies which

can be accessed through our global website at: https://www.leiainc.com/legal/terms-conditions,

https://www.leiainc.com/legal/license-agreement and https://www.leiainc.com/legal/privacypolicy.

By clicking “I Agree” and accessing the Developer Tools, you acknowledge that you have read,

understood, and agree to be bound by this Agreement.

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Leia Inc.

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