End-User License Agrfeement for Software

ZYGOTE MEDIA GROUP, INC.

CUSTOMER LICENSE AGREEMENT

(MODEL LIBRARY)

This Customer License Agreement (this “License”) is a legal agreement between the person(s), corporation(s), business(es), limited liability company(ies) or other entity(ies) identified below (“Customer”) and Zygote Media Group, Inc., a Utah corporation (“Zygote”).

1. Contract Specifications.

Customer: / (exact legal name)
Address:
Contact Person:
Licensed
Module: / Zygote Heart, Version #3
Only the following data components are included:
Geometry, UV Coordinates, Texture Maps, Material Settings, Morph Targets, Rigging and Animation Files
(strike data components which are not included)
Licensed
Module: / Orthopedic Skeleton, Version #1
Only the following data components are included:
Geometry, UV Coordinates, Texture Maps, Material Settings, Morph Targets, Rigging and Animation Files
(strike data components which are not included)
Zygote
Software: / None
Permitted
Uses:
License Fee:

2. Certain Definitions.

(a) “Contract Specifications” means the contract-specific information set forth in Section 1 of this Agreement.

(b) “Customer Derivative Work” means (i) with respect to Graphical Images, a new Graphical Image (or animation of a Graphical Image) that is an original work of authorship, created solely by Customer independent of Zygote, copyrightable under U.S. copyright laws, and based upon or derived from a Licensed Module delivered to Customer hereunder; and (ii) with respect to the 3D Model Library, new technical data developed or reduced to practice by Customer in order to create, display, manipulate and/or animate a Graphical Image that is a Customer Derivative Work.

(c) “Graphical Image” means two-dimensional pictorial or graphical images and or animations of graphical images created or generated by or through the execution of Graphical Imaging Software and/or Zygote Software based upon data in the 3D Model Library or any Licensed Module thereof.

(d) “Graphical Imaging Software” means computer applications software, other than Zygote Software, which is capable of accessing and processing data from the 3D Model Library to create, display, manipulate and/or animate Graphical Image.

(e) “3D Model Library” means the collection of technical data owned or controlled by Zygote which is recorded in a form capable of being accessed and processed by a computer using Graphical Imaging Software to create, display, manipulate and/or animate Graphical Image. Zygote’s 3D Model Library includes each of the following types or classes of data:

(i) Polygonal geometry and other geometric data, including x, y, z coordinate data that can be accessed and processed by a computer using Graphical Imaging Software to create and display Graphical Image (“Geometry”);

(ii) Coordinate data that can be accessed and processed by a computer using Graphical Imaging Software to match x, y, z coordinate data of the three-dimensional Geometry with a two-dimensional texture map in order to wrap the texture map appropriately around the three-dimensional surface for Graphical Image display and rendering purposes (“UV coordinates”);

(iii) Pictoral or graphical works depicting the surface of an object that can be accessed and processed by a computer using Graphical Imaging Software to map to certain points on a three-dimensional polygonal structure as defined by the UV coordinates to create a realistic three-dimensional Graphical Image (“Texture Maps”);

(iv) Technical data comprised of application-specific settings for Graphical Imaging Software that control a variety of surface properties including translucency, transparency, reflection, color, glossiness and other settings (“Material Settings”);

(v) Target x, y, z coordinates that can be accessed and processed by a computer using Graphical Imaging Software to allow the smooth transformation of a Graphical Image surface that morphs from each original x, y, z coordinate along a vector path towards the morph target x, y, z coordinates (“Morph Targets”);

(vi) Technical data that can be accessed and processed by a computer using Graphical Imaging Software to allow for positioning and coordinated animation of Graphical Image (“Rigging”); and

(vii) Technical data that can be accessed and processed by a computer using Graphical Imaging Software to create the effect of movement or animation of the Graphical Image in conjunction Rigging, and Morph Targets, x, y, z displacement and rotation in a sequenced animation timeline (“Animation Files”).

(f) “License” means the rights expressly granted to Customer pursuant to Section 3 of this Agreement.

(g) “Licensed Module” means those discrete or identifiable segments of data in the 3D Model Library related to a specific Graphical Image, or specific collection of Graphical Image, which are expressly specified in the Contract Specifications, as the same may be further defined in Zygote’s website or promotional materials. A Licensed Module may be (i) a discrete or identifiable segment of data related to a specific Graphical Image, or specific collection of Graphical Image (for example, related to a particular part of the human anatomy, interrelated systems of the human anatomy, or anatomical parts or systems by age, gender, physical or health condition or similar characteristics), (ii) a discrete or identifiable segment of data consisting of any combination of one of more of Geometry, UV Coordinates, Morph Targets, Rigging, Animation Files, Texture Maps, and Material Settings related to a specific Graphical Image, or specific collection of Graphical Image, or (iii) any combination of the foregoing.

(h) “Permitted Uses” means the purposes or uses specified in the Contract Specifications, which may (but need not be) defined using the following terms:

(1) “Educational Publishing” means publishing the Graphical Image, in hard copy or electronic media, of text books of an educational nature for use in schools or other academic institutions or as a resource for professionals in the field.

(2) “Sales and Marketing” means use and display of the Graphical Image for informational purposes related to the marketing, sales or distribution of User’s commercial products or services.

(3) “Teaching” means use and display of the Graphical Image for educational purposes in schools or other academic institutions.

(4) “Motion Pictures” use and display of the Graphical Image in connection with the creation, development, editing or production of audiovisual works.

(i) “Zygote Software” means the computer software, machine readable instructions or instruction sets which (i) are owned or licensed by Zygote, (ii) provides an interface which enables access to and use of data in the Rigging Data in the 3D Model Library, and (iii) specified in the Contract Specifications and delivered to Customer pursuant to this Agreement, if any.

3. License. Subject to Section 5 below, Zygote shall, and hereby does, grant to Customer a non-exclusive, limited, non-transferable, non-assignable, worldwide, royalty-free right and license to:

(a) Load, install and read the data in each Licensed Module into a single computer’s random access memory or hard disk drive solely for Permitted Uses;

(b) Access and use the data in each Licensed Module using Graphical Imaging Software and/or Zygote Software to create Graphical Images solely for Permitted Uses;

(d) Create, use, display, copy, reproduce, or publish Customer Derivative Works solely for Permitted Uses;

(e) Sell, transfer, assign, lease, loan, rent, license, sublicense or distribute Customer Derivative Works solely for Permitted Uses; provided, however, that Customer shall not sell, transfer, assign, lease, loan, rent, license, sublicense or distribute the 3D Model Library or any part thereof in any manner whatsoever; and

(f) Read into memory, execute, run and use Zygote Software (if any) solely in connection with the process of accessing data in the Licensed Modules, including by or through Customer’s Graphical Imaging Software.

4. No Further Rights.

(a) Except for the foregoing rights expressly granted under the License, Customer shall have no further rights or interests with respect to any of the 3D Model Library, the Licensed Modules, Graphical Images or Zygote Software.

(b) Notwithstanding anything to the contrary in this Agreement, unless the Contract Specifications expressly specify Geometry, UV Coordinates, Texture Maps, Materials Settings, Rigging, Morph Targets or Animation Files as a Licensed Module, the License does not include and Customer has no rights to access or use such components of the 3D Model Library.

5. Restrictions and Limitations. Notwithstanding anything to the contrary in this Agreement, Customer covenants and agrees as follows:

(a) Customer shall not sell, transfer, assign, lease, loan, rent, license, sublicense or distribute the 3D Model Library, the Licensed Modules or the Zygote Software in any manner whatsoever.

(b) Customer shall not copy, duplicate or otherwise reproduce the 3D Model Library, the Licensed Modules or Zygote Software on any storage device or medium, except that Customer may make one (1) duplicate copy of the Licensed Modules and Zygote Software, in machine readable form only, solely for backup purposes under the License.

(c) Except as expressly permitted in this License, Customer shall not translate, modify, reverse engineer, decompile, unencrypt or otherwise attempt to discover, reveal, convert into or use the 3D Model Library, the Licensed Modules or Zygote Software in a format which is readable or understandable by humans without the aid of computer processing and shall not translate, reverse engineer, decompile, unencrypt or otherwise attempt to discover, reveal, convert into or use the underlying technical data (including any polygonal geometry data related to the 3D Model Library).

(d) Customer shall retain all of Zygote’s copyright and other proprietary notices and legends on the 3D Model Library, the Licensed Modules or Zygote Software.

(e) Customer shall not export, ship, transmit or re-export any part of the 3D Model Library, the Licensed Modules, Graphical Images or Zygote Software, or any of them, in violation of any applicable law or regulation including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce.

6. Permitted Uses. If the Contract Specifications are not completed as to “Permitted Uses” (in other words, if the “Permitted Uses” section is left blank), “Permitted Uses” shall mean the specific purposes or uses disclosed by Customer to Zygote in connection with the negotiation and execution of this License, but in no event (a) beyond the scope of Customer’s business operations as conducted on the date of this License or (b) in violation of the restrictions or limitation set forth in Section 5 above.

7. License Fee. In exchange for, and as an express condition precedent to the grant of the License under this Agreement, Customer shall pay to Company the License Fee specified in the Contract Specifications, plus applicable federal, state, local or other governmental taxes or charges of any kind arising from or relating to the transactions contemplated hereby including, by way of illustration but not limitation, excise, sales, use or value-added taxes, customs or import duties, or other taxes, tariffs or duties, but excluding taxes on the income of Zygote. Customer shall be responsible for and shall pay all such taxes in a timely manner, and in any event no later than thirty (30) days following Customer's receipt of an invoice therefor from Zygote. All amounts shall be due and payable in lawful currency of the United States. Payments are deemed made by Customer when received by Zygote. Interest shall accrue on any unpaid balances due to Zygote at a rate of 1.5% per month (or the maximum legal interest rate allowed by applicable law, if less) from and after the due date.

8. Ownership. Notwithstanding anything to the contrary in this Agreement, Zygote and Customer covenant and agree as follows:

(a) Zygote is, and shall be, the sole and exclusive owner of all rights, title, ownership, proprietary rights and other interests (including but not limited to related patent rights, copyrights, trade secrets, know-how and other intellectual property rights) in and to each and all of the 3D Model Library, the Licensed Modules, Graphical Images and Zygote Software (other than Customer Derivative Works). Zygote hereby reserves and retains all such rights and interests, and Customer unconditionally, irrevocably and absolutely stipulates and agrees that Zygote is the sole owner of all such rights, title, ownership, proprietary rights and other interests in and to each and all of the 3D Model Library, the Licensed Modules, Graphical Images and Zygote Software (other than Customer Derivative Works).

(b) Zygote shall not be obligated to deliver: (i) the 3D Model Library or any Licensed Modules in any format other than the encrypted or unencrypted standard data format selected by Zygote (provided that such data may be accessed and read by Graphical Imaging Software supported by Zygote as listed in Zygote’s website or promotional materials), (ii) the 3D Model Library or any Licensed Modules in any format which is readable or understandable by humans without the aid of computer processing, or (iii) source code for Zygote Software to Customer or any third party.

(c) Customer is, and shall be, the sole and exclusive owner of all rights, title, ownership, proprietary rights and other interests (including but not limited to related patent rights, copyrights, trade secrets, know-how and other intellectual property rights) in and to any Customer Derivative Works.

9. Graphical Imaging Software. With respect to any Graphical Imaging Software used or intended to be used by Customer in connection with the 3D Model Library, Customer has selected, acquired and licensed the Graphical Imaging Software independently and without aid, assistance, representation or warranty from Zygote, and Customer’s license and rights to use such Graphical Imaging Software are derived solely from and are subject to the terms and conditions of use specified by the third party owner, developer or manufacturer thereof.

10. Customer Covenants. Customer shall: (a) safeguard the 3D Model Library, the Licensed Modules, Graphical Images and any derivative thereof, as well as the Zygote Software, and each of them, with at least the highest degree of care taken to protect Customer’s own confidential or proprietary information; and (b) use at least reasonable means to preserve, and not take any action inconsistent with or detrimental to, Zygote’s ownership and proprietary rights in and to the 3D Model Library, the Licensed Modules, Graphical Images and any derivative thereof, as well as the Zygote Software. Without limiting the generality of the foregoing, Customer shall advise any independent contractor or other third party providing services to Customer related to the Licensed Modules or 3D Model Library or who or which is otherwise permitted access to the Licensed Modules or 3D Model Library by or through Customer, of the existence and restrictions of this License and obtain written confidentiality, non-disclosure and non-use agreements from such party consistent with, and at least as protective of Zygote’s proprietary rights as, the terms and conditions of this License. Upon request, Customer shall provide copies of any such agreements to Zygote.