Expressa End User License Agreement

Please read this agreement carefully. It is a legal document that explains your rights and obligations related to your use of the Software. By downloading or using the Software, or by otherwise indicating your acceptance of this agreement, you are agreeing to be bound by the terms of this agreement. This agreement shall be deemed to have commenced on and with effect from the date of download of the Software or the indication of acceptance mentioned above (“Commencement Date”). If you do not or cannot agree to the terms of this agreement, please do not download or use this Software.

Software License Grant

Licensor grants you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to use the Software for any lawful purpose during the term of this agreement (the “License”).

Restrictions and Limitations

The rights that Licensor grants you under the License are subject to the Seat limitations and other terms and restrictions specified in the Terms and Conditions and the other terms of this agreement, including full payment of all amounts due under Section 6 (if any), and you may only make use of the License if you comply with all applicable terms.

The License becomes effective on the Commencement Date. The Software is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Software.

You may not do any of the following with respect to the Software or any of their parts: (a) copy, reproduce, display, perform, or otherwise use it in a way that is not expressly authorized in this agreement; (b) sell, rent, lease, license, distribute, or otherwise transfer it; (c) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (d) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (e) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; or (f) use, export, or re-export it in violation of any applicable law or regulation.

3D Models License Grant

Licensor grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use and publicly display, the 3D Models for your Creations, in the uses authorized in this agreement during the term of this agreement.

Seat Limitations

You will ensure that anyone who obtains the Software from you, or otherwise uses the same pursuant to the licenses granted to you under this agreement, complies with the limitations set forth below. Without limiting the foregoing, you will be responsible for each User’s compliance with the terms of this agreement. You may not have a greater number of Users of the Software than the number of Seats of Software you have purchased. You have the right to install and use one copy of the Software per device on a worldwide basis for use by only one person at a time as part of your License.

Any use or installation of a Seat by you shall be in compliance with this agreement and the Terms and Conditions. In the event of an inconsistency between this agreement and the Terms and conditions, such Terms and Conditions shall prevail with respect to the Seats described therein.

Ownership

3D Models Ownership

Except as expressly licensed to you in this agreement or other agreements, including but not limited to the Terms and Conditions, Licensor retains all ownership, right, title, and interest in the 3D Models and the Software. Licensor does not retain title or ownership in any registered Industrial Designs and industrial design applications in which 3D Models are based. All rights in 3D Models not expressly granted in this agreement are reserved by Licensor for itself and its licensors.

Your use of the Software does not grant to Licensor any right, title, or interest in any of the content that you produce using the Software or any of the content that you import into the Software.

Software Ownership

Licensor and its licensors own all title, ownership rights, and intellectual property rights in the Software. The Expressa mark is a registered trademark of Licensor. All rights granted to you under this agreement are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.

License Fees

Your License will be subject to payment of applicable License Fees. You agree to pay all License Fees described in the Terms and Conditions according to the currency and payment schedule specified in the Terms and Conditions. Licensor may accept any payment in any amount without prejudice to Licensor’s right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement by you or acceptance by Licensor will be construed as an accord or satisfaction.

You are responsible for all taxes on all payments required to be made to Licensor (other than taxes Licensor are required to make on its income, which is Licensor’s responsibility).

Updates and Fixes

Licensor may provide fixes, updates, or upgrades to the Software that must be installed in order for you to continue to use the Software. Licensor may update the Software remotely without notifying you, and you hereby consent to Licensor applying fixes, updates, and upgrades. Licensor may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software. Licensor does not have any maintenance or support obligations with respect to the Software. Licensor does not have any obligation to make any fixes, updates, or upgrades of the Software available, nor does Licensor have any obligation to continue to make available for access or download any or all versions of the Software.

Responsibilities of Client

During the term of this agreement, you shall provide to Licensor, in a timely manner, any and all Client Content and other items reasonably required to enable Licensor to provide the services related to the Software under this agreement.

You represent and warrant to Licensor that you own and possess all property rights to your corporate and subsidiary logos and hereby grant and warrant to Licensor a limited, non-transferable, non-assignable, license to use your corporate and subsidiary logos (and any other copyrighted or trademarked property that may be provided to Licensor under this agreement) in the Software. Logos and other trademarks are included in the Software only to help users search and identify 3D Models.

You acknowledge and agree that delays in delivery of Client Content by you will result in a delay in fulfilling the services related to the Software, and that such delay in performing the services shall not be deemed a breach of the agreement.

You agree that you are responsible for the secure use of the Software, including securing your account authentication credentials.

Client Content

“Client Content” means any elements of text, graphics, images, photos, designs, artwork, logos, trademarks, service marks, data, software, and other information, materials and/or content such us STCs and Industrial Designs which you provide to Licensor in connection with the use of the Software. You hereby grant Licensor a worldwide, non-exclusive right and license to use, reproduce and display the Client Content solely as necessary to provide the services in connection with the Software. Licensor agrees to use the Client Content only to provide the services under this agreement and agrees not to use, reproduce, distribute or display Client Content in any other way or with any other purposes. You represent to Licensor and guarantee that all Client Content is owned by you, or that you have permission from the rightful owner to use each of the elements of Client Content; and that you have all rights necessary for Licensor to use the Client Content in connection with the use of the Software. You and your licensors retain title, all ownership rights, and all IP rights, in and to the Client Content, and reserve all rights not expressly granted to Licensor hereunder. Licensor has no knowledge of the value of Client Content or of the financial or other consequences of the Client Content being lost or not properly processed and/or transmitted and it is your responsibility to store and back-up at all relevant times and whenever possible and keep a permanent record of such Client Content processed and/or transmitted via any network.

Responsibility and Use of Client Content

You are solely responsible (and assume all liability and risk) for determining whether or not Client Content is legal, appropriate or acceptable, and whether you have the right to provide, access and use such content and grant to Licensor and its suppliers the right to use such content under this agreement. Licensor will not be responsible for the Client Content. Licensor reserves the right at all times, at its discretion and without notice to you, to remove or refuse to store or use any Client Content within the Software.

3D Models

3D Models are built using proprietary modeling and geometry preparation processes that are owned by Licensor. 3D Models built by Licensor and provided to you as part the Expressa Open Library or the Custom Content may differ from the Industrial Design provided by you as part of the Client Content. 3D Models are artistic representations made by Licensor without using engineering data or any other information that is part of the Industrial Design.

Expressa Open Library

“Expressa Open Library” means the package of 3D Models made available to you for use in the Software. Expressa Open Library does not include Custom Content. The 3D Models made available to you in the Expressa Open Library may vary and such availability is subject to Licensor’s exclusive decision. Licensor reserves the right to modify, delete and temporally or permanently remove 3D Models from the Expressa Open Library. If you are an OEM, you will only access 3D Models based on your own Industrial Designs. You will not have access to 3D Models based on other OEMs’ Industrial Designs.

Custom Content

The term “Custom Content” means the 3D Model created, developed and provided by Licensor specifically and only for you pursuant to this agreement, excluding Client Content. You may purchase optional services for Licensor to develop and upload Custom Content to the Software for your exclusive access and use during the term of this agreement; including, but not limited to, STC Aircraft Platforms, custom monuments, custom seat designs, custom color schemes, custom quilting options and custom-made PDF templates. Custom Content is not included in the Expressa Open Library. Licensor shall own all right, title, and interest in and to the Custom Content except for content provided to Licensor by you, if any. Licensor hereby grants you the non-exclusive, non-transferable, non-sublicensable, limited right and license to use and publicly display, the Custom Content for your Creations, during the term of this agreement in the uses authorized in this agreement. All intellectual property rights that were owned or developed by the parties prior to this agreement shall remain the exclusive property of each respective party.

Limitations on Use of Custom Content

Licensor agrees to use Custom Content only for the purposes of providing services to you under this agreement during the term of this agreement. Licensor agrees not to use, reproduce, distribute or display Custom Content for any other purpose or after the termination of this agreement without your prior written consent; provided, however, that this provision shall not limit the use of publicly available information, information already in the possession of Licensor or their affiliates at the time the information is received or information which comes into the possession of Licensor or its affiliates from a third party.

Creations

The term “Creation” means the work created using the Software; including, but not limited to color scheme combinations, configuration combinations, materials created using the Software material editor, 3D renderings, 3D animation sequences, 360 views, PDF specs books, user behavior analytic reports and any other creation that may be implemented in the future. Licensor will not be responsible for your Creations.

You agree that Licensor may use Creations made by Licensor for marketing and promotional purposes, such as presentations to clients or investors, social media content, website content, advertising materials, and any other sales or marketing materials. This usage may include but is not limited to, screenshots, videos, virtual reality, augmented reality, flyers, and digital or print advertising.

Feedback

If you provide Licensor with any Feedback, you hereby grant Licensor a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, transferable, sub-licensable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit that Feedback for any purposes, for all current and future methods and forms of exploitation in any country.

Third Party Trademarks

All product names used in this agreement are trademarks of their respective owners, which are in no way affiliated with Licensor. Licensor makes no guarantees, representations or warranties of any kind, express or implied, regarding the use of any of the foregoing.

Representations and Warranties

Both parties covenant, represent, and warrant that have full right, power, legal capacity, and authority to enter into and perform this agreement, have obtained any third-party consent needed to do so, and, prior to any purchase, had an opportunity to seek independent legal counsel.
You covenant, represent, and warrant to Licensor that will not use 3D Models except pursuant to the terms of this agreement. Should you use 3D Models in an unauthorized way, you agree to any reasonable fee or penalty exercised by Licensor under this agreement or applicable law.
You covenant, represent, and warrant to Licensor that will immediately notify Licensor of any legal claim or challenge against your use of 3D Models or any other rights issue, before disclosing such issue to any third-party.

Personal Data Protection

“Personal Data”, defined as any information relating to an identified or identifiable natural person, shall be considered Confidential Information and afforded all of the protections set forth in this agreement. In addition to and without limiting the terms generally applicable to Confidential Information, the parties agree that each shall process, apply, view and use Personal Data only to the extent necessary to perform under this agreement. Neither party shall transfer or otherwise allow the use of Personal Data of the other party unless expressly instructed or authorized by the other party. Both parties shall comply with applicable laws and best practices relating to data privacy and data security.

In order to provide services related to the Software, Licensor may process Personal Data about you. Such Personal Data includes personal information that you provide such as name, email and any other information that might be deemed appropriate by Licensor to facilitate the access to the Software. By accepting this grant, you give explicit consent to Licensor to process any such Personal Data.

The Software may include a feature that, when activated by you, enables you to monitor each user’s usage of the Software; including, but not limited to the number of renderings, PDFs or movies exported and downloaded and, time spent using the Software (“Usage Metrics”). Usage Metrics uses user-specific numerical identifiers, which, along with the information linked to them, may constitute Personal Data.

Confidentiality

The parties acknowledge that the existence and the terms of this agreement and any oral or written information exchanged between the parties in connection with the preparation and performance of this agreement are regarded as “Confidential Information”. Each party shall maintain the confidentiality of all such identical Information, and without obtaining the written consent of the other party, it shall not disclose any relevant Confidential Information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this section. Disclosure of any Confidential Information by the staff members or agencies hired by any party shall be deemed disclosure of such Confidential Information by such party, which party shall be held liable for breach of this agreement. This section shall survive the termination of this agreement for any reason.

Indemnification

You agree to defend, indemnify, and hold harmless Licensor and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, and liabilities, including reasonable attorney’s fees, resulting from or arising out of: (a) any breach of representations and warranties in this agreement; or (b) failure to comply with obligations under any and all laws, rules or regulations applicable to you under this agreement, except to the extent such violation arises out of Licensor’s failure to comply with your obligations hereunder.

Disclaimers and Limitation of Liability

The Software is provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. Licensor, its affiliates, and its and their licensors and service providers (collectively, the “Licensor Parties”) disclaim all representations, warranties and conditions (whether express or implied) with respect to the Software, including without limitation regarding non-infringement, merchantability, or fitness or suitability for any purpose (whether or not Licensor knows or has reason to know of any such purpose), whether arising under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, the Licensor Parties make no warranty that (a) the Software will operate properly, (b) the operation of the Software will be uninterrupted or free of bugs, errors, or malware (such as viruses), or (c) any defects in the Software can or will be corrected. This paragraph will apply to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, the Licensor Parties shall not be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this agreement, the Software, even if a Licensor Party has been advised of the possibility of such damages. Further, to the maximum extent permitted by applicable law, the aggregate liability of the Licensor Parties arising out of or in connection with this agreement or the Software will not exceed the greater of (a) the total amounts you have paid (if any) to Licensor for the particular Software to which the liability relates during the twelve (12) months immediately preceding the events giving rise to such liability or (b) Five Hundred Dollars (USD $500). These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

Notwithstanding the foregoing, some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated above, so the above terms may not apply to you. Instead, in such jurisdictions, the foregoing exclusions and limitations shall apply only to the extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in this agreement will prejudice the statutory rights that you may have as a consumer of the Software.

No Publicity

You shall not use the name or marks of, refer to, or identify Licensor (or any related entity) in any publicity releases, interviews, promotional or marketing materials, public announcements, testimonials or advertising without the prior written approval of authorized representatives of Licensor (which approval Licensor may withhold in its sole discretion), except no such written approval is required to the extent any such disclosure is required by law.

Term and Termination

For yearly subscriptions, the agreement shall commence on the Commencement Date, and continue for a period of one (1) year (“Initial Term”). For Montly subscriptions,the agreement shall commence on the Commencement Date, and continue for a period of 1 (1) month (“Initial Term”) This agreement shall renew at the end of the Initial Term and shall thereafter continue for successive annual periods until terminated by either party.

Licensor may, at its sole discretion, at any time and for any or no reason, suspend or terminate this agreement with or without prior notice. This agreement will terminate immediately without prior notice from Licensor in the event you fail to comply with any provision of this agreement. You may also terminate this agreement by deleting all copies of the Software.

Upon termination of this agreement you shall cease all use of the Software and delete all copies of the Software from your computer.

Termination of this agreement will not limit any of Licensor rights or remedies at law or in equity in case of breach by you (during the term of this agreement) of any of your obligations under the present agreement.

Governing Law and Jurisdiction

You agree that this agreement will be deemed to have been made and executed in the State of Florida, U.S.A., and any dispute will be resolved in accordance with the laws of Florida, excluding that body of law related to choice of laws, and of the United States of America. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this agreement.

Class Action Waiver

You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Software or this agreement. You also agree not to seek to combine any action or arbitration related to the Software or this agreement with any other action or arbitration without the consent of all parties to this agreement and all other actions or arbitrations.

Amendments of this Agreement

Licensor may issue an amended agreement at any time in its discretion by posting the amended agreement on its website or by providing you with digital access to the amended agreement through the Software or other means. The amended agreement may include new terms and conditions for a new version of the Software. You are not required to accept the amended agreement or new terms and conditions. However, in order to download or use a new version of the Software, you must accept the amended Agreement and new terms and conditions. If you do not accept the amended agreement and new terms and conditions, you may not download or use any new version of the Software that is made available by Licensor contemporaneously with or after the issuance of that amended agreement (but this will not terminate your license for the Software that you downloaded prior to the issuance of the amended agreement). By using any new version of the Software after the amended agreement becomes effective or otherwise indicating your acceptance of the amended agreement or new terms and conditions, you are agreeing to be bound by the terms of the amended agreement and new terms and conditions.

Assignment

You may not, without the prior written consent of Licensor, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Software in this agreement are not enforceable under the law of your country, then this agreement will be binding on any transferee of the Software. Licensor may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this agreement without notice to you.

Non-Solicitation

For a period of not less than two (2) years after the termination of this agreement, none of the parties to this agreement will: (a) directly or indirectly, contact or hire an employee or former employee of the other party, (b) directly or indirectly, solicit or encourage an employee of the other party to leave the employment.

Notice

Any notice required or permitted to be given under this agreement shall be in writing, shall specifically refer to this agreement, and shall be addressed to Licensor at the address specified below, and shall be deemed to have been given for all purposes (a) when received, if hand-delivered or sent by a reputable international courier service, or (b) five (5) business days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested.

MP Companies, LLC
7950 NW 53rd Street, Suite 337
Miami, FL 33166

Miscellaneous

Entire Agreement

This agreement, together with the Terms and Conditions, supersedes all prior discussions and written and oral agreements and constitutes the sole and entire agreement between the parties with respect to the subject matter hereof.

English Language

The original of this agreement is in English; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this agreement written or construed in the language of any other country.

Severability

This agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this agreement are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms of this agreement will remain in full force and effect.

Waiver

Any act by Licensor to exercise, or failure or delay in exercise of, any of its rights under this agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

No Third-Party Rights

You agree that this agreement does not confer any rights or remedies on any person other than the parties to this agreement, except as expressly stated.

Definitions

As used in this agreement, the following capitalized words have the following meanings:

“3D Model”: is the artistic representation of one or more digital files, packaged in the form of aircraft platforms, color schemes, materials, PDF templates, layouts, additional customizations, seat designs, camera paths and that is made available to you for use in the Software as part the Expressa Open Library or the Custom Content. A 3D Model may include 3D model files, geometry, texture maps, materials, motion captures, renderings and other files related to the 3D Model data and its representation.

“Industrial Design”: means all designs and any registrations and applications therefore throughout the world including without limitation all CAD and other drawings. Engineering schematics, assembly drawings, components and product drawings and assembly and specifications, fabrication and other drawings and files.

“STC Aircraft Platform”: means a 3D Model of an aircraft platform that has a major modification or repair to an existing type certified aircraft. STC Aircraft Platforms are Custom Content developed by Licensor upon request.

“Feedback”: means any feedback or suggestions that you provide to Licensor regarding the Software or other Licensor products and services.

“License Fees” mean, with respect to the Terms and Conditions, the license fees set forth therein.

“Licensor” means MP Companies, LLC, having its principal business offices at 7950 NW 53rd Street, Suite 337, Miami, Florida, 33166, U.S.A.

“OEM” means Original Equipment Manufacturer, which designs, manufactures, and assembles aircraft.

“Seat” means one copy (whether partial or complete) of Software that is installed on any computer, server or other system.

“Software” means Licensor’s proprietary applications known as Expressa or Expressa Configurator, and all of Licensor’s proprietary plugins for those applications. The term Software also includes any patches, updates, and upgrades to such Software, and all related content and documentation provided with or for the Software, including but not limited to all, software code, titles, themes, objects, characters, names, dialogue, catch phrases, locations, stories, artwork, animation, concepts, sounds, audio-visual effects, methods of operation, and musical compositions that are provided with or for the Software, and any copies of any of the foregoing.

“Terms and Conditions” means an agreement incorporated by reference into this agreement through which you contract with Licensor, directly or indirectly, to order a license to the Software and agree to any restrictions on use specified in the order. Such restrictions will include, but are not limited to, a maximum number of Seats.

“User” means an individual who is an employee or contractor of you or your affiliate.