This Python package and corresponding command is for use with SideFX's Houdini
software and its terms of use are governed by the latest version of the Side
Effects Software License Agreement at
https://www.sidefx.com/legal/license-agreement/, the contents of which are
below.

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                                Last Updated Date: October 13, 2021

                    SIDE EFFECTS SOFTWARE
                      LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY:  Side Effects Software Inc. or its
subsidiary (as applicable, "SideFX") licenses this software and
all upgrades and related materials (collectively, the "Software"),
excluding any open source software that is distributed with the
Software, subject to the terms and conditions of this Agreement.  BY
SELECTING "ACCEPT", OR BY DOWNLOADING, INSTALLING OR USING THE
SOFTWARE, ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT
BECOME LEGALLY BINDING ON YOU AS AN INDIVIDUAL OR ON THE ORGANIZATION
THAT YOU REPRESENT.

IF YOU THE INDIVIDUAL (A) DO NOT AGREE TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, OR (B) ARE NOT AUTHORIZED TO DOWNLOAD OR INSTALL THE
SOFTWARE OR TO AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF YOUR
ORGANIZATION, YOU ARE REQUIRED TO SELECT "DO NOT ACCEPT", IN WHICH
CASE YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE.

NOTE:  The terms and conditions of this Agreement were last updated,
and are effective as of, the "Last Updated Date" indicated above.  Any
downloading, installation or Use of the Software or an earlier version
of the Software that was licensed prior to such date is governed by
prior terms and conditions, which differ from those set out in this
Agreement.

1. GENERAL

1.1. Formation of Legally Binding Contract.  A legally binding
contract is immediately formed upon your acceptance of this Agreement.
The licensee who is bound by this Agreement ("Licensee") is: (i) the
individual accepting this Agreement, if the individual is licensing
the Software for his or her personal use or use as a sole proprietor;
or (ii) the corporation, institution, partnership, organization or
other entity ("Organization") on whose behalf the individual accepting
this Agreement is acting.  Where a Transaction Confirmation is
provided to Licensee, Licensee's name will be confirmed in the
Transaction Confirmation.  Where no Transaction Confirmation is
provided to Licensee and Licensee obtains an Entitlement(s) or
License(s) through the online process, Licensee's name will be the
name provided as part of the online process or, where no name is
provided, the name associated with the email address provided or used
as part of the online process.  The Entitlement(s) and License(s)
issued to Licensee will be associated with such name.  Licensee
represents that the name provided to SideFX, if any, is its full
and correct legal name.

1.2. Application and Priority of Terms.  The terms and conditions of
this Agreement apply regardless of, and take priority over, any terms
and conditions applicable to Licensee's software or, subject to
Section 3.11, any third party software which may be used in
conjunction with the Software.

1.3. Subsequent Licensing; Upgrades.  Subsequent licensing of the
Software may be subject to updated terms and conditions that differ
from those set out in this Agreement (an "Updated Agreement").
SideFX may require Licensee to accept an Updated Agreement in
connection with: (i) any subsequent downloading and/or installation
of Upgrades; or (ii) the issuance of subsequent Entitlements or
Licenses to Use the Software (see Section 2.2); in which case any
downloading, installation of Use of such Upgrade (in the case of
(i)), or any Use of the Software under such Entitlements and Licenses
(in the case of (ii)), will be governed by the Updated Agreement.  An
Updated Agreement will be indicated by a change to the "Last Updated
Date" indicated at the top of this Agreement.  If Licensee obtains
additional Entitlements and Licenses to Use the Software without
having to accept an Updated Agreement, this Agreement will continue
to apply to Licensee's Use of the Software under such Entitlements
and Licenses.

1.4. Communication of Usage Data.  Licensee acknowledges that the
Software may communicate to SideFX certain technical, non-personal
information concerning Licensee's Use of the Software in the form of
anonymous usage statistics.  As well, the Software is capable of
transmitting License usage information to SideFX, but only if Licensee
explicitly chooses to do so.  In order to detect License Servers open to
the internet and protect Licensee’s Licenses from unauthorized Use, the
Software will also attempt to ping SideFX from the Licensee’s License
Servers, sending only the License Server name, version, and IP address.
In addition, User's names, usernames and Computer names may be
communicated to SideFX if the Software detects the Use of fraudulent
Licenses.  Licensee hereby consents to such communication.

1.5. Information Provided by Licensee.  Licensee represents, warrants
and covenants that any information provided by Licensee to SideFX
concerning Licensee's identity, contact information, Authorized
Users, revenue, applicable project or otherwise is, and will
continuously be, true and accurate and not misleading.  Licensee
agrees to notify SideFX of any changes in such information.

1.6. Defined Terms.  Section 14 sets out certain defined terms used in
this Agreement.

2. RIGHT TO USE

2.1. Grant of Rights.  Subject to Licensee's payment of the applicable
fees and continuous compliance with the terms and conditions of this
Agreement, SideFX hereby grants to Licensee a limited,
non-transferable, non-exclusive, non-sublicensable right for
Authorized Users to install and Use the Software: (i) solely in object
code format; (ii) solely in the applicable Territory; (iii) solely for
the Usage Purpose; and (iv) subject to the terms and conditions of the
applicable License Type (as set out in Section 3).

2.2. Entitlements and Licenses.  Licensee acknowledges that Use of the
Software requires: (i) the issuance by SideFX of an
Entitlement(s); (ii) the redemption of such Entitlement(s) by Licensee
to obtain a License(s); and (iii) the installation of such License(s)
on the applicable Computer using the tools provided as part of the
Software.  SideFX will issue Licensee an Entitlement(s) based on
the applicable License Type and permitted Use.  Each License permits
Use of the Software on a single Computer (in the case of a Workstation
Installation) or on a single License Server and single Client Computer
(in the case of a Network Installation).

2.3. Licensee Responsibilities.  Licensee shall: (i) take appropriate
action to ensure that non-Authorized Users do not Use the Software;
(ii) ensure that all Authorized Users comply with all of the terms and
conditions of this Agreement, including the restrictions set out in
Section 4.1; (iii) be solely responsible for any digital assets or
other content that is uploaded to the Software by Authorized Users,
including compliance with any restrictions imposed by the author of
the content and any violations of intellectual property rights; (iv)
be solely responsible for the accuracy, integrity, legality and
appropriateness of all content created by Authorized Users using the
Software; and (v) Use the Software in compliance with all applicable
laws, rules and regulations (including those relating to export,
homeland security, anti-terrorism, data protection and privacy) and
any documentation included with the Software. Licensee shall be
responsible for any breach of this Agreement by Authorized Users and
any installation or Use of the Software by persons other than
Authorized Users utilizing Licenses issued to Licensee.  Licensee
shall immediately notify SideFX of any unauthorized installation
or Use of the Software.

3. LICENSE TYPES AND SCOPE OF USE

3.1. License Types.  The Software is provided to Licensee subject to
specific terms and conditions that further define the scope of
Licensee's permitted installation of Licenses and Use of the Software
based on the type of license granted ("License Type").  The License
Types, and the terms and conditions applicable to each License Type,
are set out in Appendix A to this Agreement.  Licensee must not, and
must not attempt to, install any License(s) or Use the Software
outside of the scope of the License Type that applies to the
License(s) issued to Licensee.  Any actual or attempted installation
of Licenses or Use of the Software outside of the scope of the
applicable License Type is a breach of this Agreement and an
infringement of the rights of SideFX.

3.2. Additional Limitations and Restrictions.  For greater certainty,
the limitations and restrictions of the applicable License Type are in
addition to all other limitations and restrictions under this
Agreement, including those set out in Section 2, Section 3 and Section 4. 

3.3. Network Installation.  Certain of the License Types provide for
Network Installation.  "Network Installation" means that each of the
Licenses issued to Licensee may be installed on one (1) Computer
acting as a license server (the "License Server") that can be accessed
by other Client Computers through a local area network connection or
through a VPN connection, provided that: (i) the VPN connection is
secure; (ii) each Client Computer is within the Territory; and (iii)
the Software may only be Used on the Client Computers accessing the
License Server.  The number of Client Computers accessing the Licenses
on the License Server(s) and on which the Software is being Used
concurrently shall not exceed the number of Licenses issued.  For
example, if Licensee has been issued ten (10) Local Access Licenses,
each of the ten (10) Licenses may be installed on a License Server,
and the Software may be Used on a maximum of ten (10) Client Computers
at any given time.  For certainty, each of the Licenses issued to
Licensee does not have to be installed on the same License Server, but
any single License cannot be installed on more than one License Server.

3.4. Workstation Installation.  Certain of the License Types provide
for Workstation Installation.  "Workstation Installation" means that
the License may be installed on one (1) dedicated Computer and the
Software may only be Used on that Computer.  Unless otherwise
expressly provided in Appendix A, the License cannot subsequently be
relocated (i.e. installed on a different Computer).

3.5. Location.  The rights granted under this Agreement provide for
Use of the Software in the applicable Territory and certain of the
License Types may provide for Use of the Software only at a particular
location.  Authorized Users will be considered to be Using the
Software in the Territory (or at a particular location) only if the
individual is physically located within the Territory (or at the
particular location) at the time he or she is Using the Software.

3.6. Use of Cloud Services.  Subject to section 4.1, Appendix A, and
all other restrictions in this Agreement, the Licensee may install the
License Server or the Software to a Computer provided by a Cloud
Service. 
 
Notwithstanding section 4.1, the following and only the following
authorized third parties are permitted to sell, lease, or rent the
Software in a software-as-a-service or other similar basis: GridMarkets
and AWS Thinkbox.  The agreement for Use of the Software through the
aforementioned third party services supercedes this agreement.

3.7. Use of Third Party Rendering.  Except for Users under an
Apprentice License, Users may utilize third party software (the "Third
Party Rendering Software") for the purpose of rendering images created
using the Software; provided that with respect to Indie Licenses: (i)
the Third Party Rendering Software and its dedicated Houdini plug-in
must be installed and used on the same dedicated Computer on which the
Software is installed and Used; and (ii) intermediate files produced
by either the Software or the Third Party Rendering Software (the
"Intermediate Files") do not qualify as final rendered images as used
in Section 6.2.  Intermediate Files include but are not limited to
.ifd and .usd files.  For clarity, Indie Users may not Use the
Software for Commercial Use to create Intermediate Files for other
Organizations unless those Organizations are Eligible Indie
Organizations.

3.8. Non-Concurrent Use.  For all License Types, only one individual
may Use the Software interactively (i.e. operating the Software
through its graphical user interface) on a Computer (including, for
certainty, a Client Computer or a dedicated Computer) at any given
time.  Without limiting the foregoing in this Section, where the
Software is being Used interactively on a Client Computer or a
dedicated Computer by an individual, a second individual may not Use
the Software on that same dedicated Computer or Client Computer
indirectly through a separate Computer, terminal or monitor.

3.9. Limits on Number of Licenses.  SideFX may limit the number
of Licenses of a particular License Type available to any particular
Licensee, alone or together with its related individuals and
Affiliates.  

3.10. Orbolt.  Digital assets that are authored Using the Software
can be uploaded to and downloaded from the website maintained by the
SideFX affiliate, Orbolt Inc., at www.orbolt.com (the "Orbolt
Website"), pursuant to the Orbolt Inc. Terms and Conditions of
Website Use.  Notwithstanding the prohibitions on Commercial Use
under the Non-Commercial Licenses, the Software may be Used under the
Non-Commercial Licenses (as well as under the Commercial Licenses)
for the purpose of authoring digital assets for upload to the Orbolt
Website.  Any other Commercial Use of the Software under a
Non-Commercial License is strictly prohibited.  Any digital asset
that is downloaded from the Orbolt Website may be further developed
subject to: (i) the terms of the applicable License Type under which
the digital asset was downloaded; and (ii) any restrictions imposed
by the author of the downloaded digital asset or by the License Type
under which the digital asset was created.

3.11. Open Source Software.  The Software may be accompanied by
certain open source software (in source code and executable forms, as
applicable) (the "Open Source Software") that works with the Software.
The Open Source Software forms, and is distributed as, a separate and
independent software program from the Software (and the Software is
not a modification of, or a work based on, the Open Source Software),
even though the Open Source Software may have been aggregated or
packaged with the Software for purposes of distribution. The Open
Source Software is distributed under and subject to the terms and
conditions of the applicable open source licenses and notices set out
at https://www.sidefx.com/docs/houdini/licenses/ (the "Open Source
Licenses").  Licensee hereby agrees to the terms and conditions of the
Open Source Licenses as they relate to the applicable Open Source
Software.

4. RESTRICTIONS ON USE

4.1. Restrictions on Use of Software.  Subject to the terms and
conditions for the applicable License Type, Licensee agrees that it
will not, and will not permit any third party to, directly or
indirectly: (i) copy the Software (except that Licensee may download
and install the Software and make one (1) copy of the Software solely
for backup purposes) or create derivative works based on the Software;
(ii) assign, transfer, lease, rent, sublicense, distribute or
otherwise make available the Software, any Entitlement, any License or
any right granted under this Agreement, in whole or in part, to any
other Person, including on a timesharing, software-as-a-service or
other similar basis (except that, with certain License Types, Licensee
may permit third party Authorized Users to Use the Software to create
content for Licensee); (iii) permit any third party, other than an
Authorized User, to redeem or un-redeem Entitlements, install Licenses
or Use the Software; (iv) share any user ids or passwords with anyone
other than Authorized Users; (v) Use the Software to provide any
service bureau services or any services on a similar basis; (vi)
except as provided under Section 3.10, Use the Software under a
Non-Commercial License for Commercial purposes, or receive any form of
compensation for work product created or work performed Using the
Software under a Non-Commercial License; (vii) reverse engineer,
decompile, disassemble, or otherwise attempt to discover the source
code of any portion of the Software; (viii) disassemble, reverse
engineer or use the file format of any file generated by the Software
for purposes of by-passing any restrictions or requirements of the
Software; (ix) attempt to tamper with, alter, disable, hinder,
by-pass, override, or circumvent any security, reliability, integrity,
accounting or other mechanism, restriction or requirement of the
Software, including any Entitlement or License or any other mechanism
that permits, monitors or limits installation of Licenses or Use of
the Software to the applicable scope in accordance with this
Agreement; (x) convert the file format of any file generated by the
Software when licensed under a Non-Commercial License to a file format
generated by the Software when licensed under a Commercial License;
(xi) attempt to tamper with or alter (or with respect to
Non-Commercial Licenses, hinder) the usage information conveyed by the
Software to SideFX; (xii) modify or attempt to modify the
Software; (xiii) install or Use the Software in any way that would
subject the Software, in whole in or in part, to governmental
regulation that would not have otherwise applied but for such
installation or Use; (xiv) remove, obscure or alter any copyright,
trade-mark, patent or proprietary notice affixed to the media or
packaging of the Software or displayed by or in the Software; (xv)
access or attempt to access SideFX' network, databases, or systems
(other than to download the Software); or (xvi) perform load tests,
brute-force attacks, spamming, or any other security test procedures on
the SideFX network that are disallowed by SideFX's Responsible
Disclosure Program set out at 
https://www.sidefx.com/responsible-disclosure-program/.

4.2. Further Restrictions on Use of Software.  Licensee agrees that it
will not, and will not permit any third party to, directly or
indirectly: (i) Use the Software to conduct any competitive analysis
of or with the Software; (ii) access the Software in order to compete
or build a competitive product or service, or impair the market for
the Software or any part thereof; or (iii) copy any features,
functions, graphics or other component of the Software.

4.3. Restrictions on Open Source Software. Licensee's use of the Open
Source Software is governed by the Open Source Licenses, as
applicable.

5. OWNERSHIP AND RESERVATION OF RIGHTS

5.1. Ownership of Software.  The Software is not sold; it is licensed
to Licensee under the terms and conditions of this Agreement.  SideFX
and its licensors are the owners of the Software, including all
intellectual property rights (including trade secrets rights)
relating thereto. No title to the Software or such rights is
transferred to Licensee by this Agreement.  All rights not expressly
granted pursuant to this Agreement are reserved by SideFX.

5.2. Feedback.  SideFX shall have a royalty-free, perpetual, fully-paid,
irrevocable, transferable, sublicensable, worldwide license to use any
suggestions, enhancement requests, recommendations or other feedback
("Feedback") provided by or on behalf of Licensee or Authorized Users,
and Licensee shall not have any right, title or interest in any
enhancements or other modifications to the Software that SideFX creates
based on any Feedback.

6. FEES AND PAYMENT

6.1. Fees.  Fees are based upon, among other things: (i) the
applicable License Type; (ii) the characteristics of Licensee; and
(iii) the number of authorized Licenses, whether or not the Licenses
are used.  All fees are payable in full, without deduction or offset,
upon purchase of the Entitlements or Licenses unless otherwise agreed
by the parties, unless SideFX agrees to invoice Licensee, in
which case the applicable fees are payable within the period set out
in the invoice (and if no period is set out in the invoice, within
thirty (30) days of the date on which Licensee receives the invoice).
All fees are non-cancelable and non-refundable.  SideFX may
suspend Use of the Software, without liability to SideFX, in the
event that any amounts payable by Licensee are past due or Licensee is
otherwise in breach of this Agreement.  Entitlements and Licenses for
certain License Types may be provided free of charge.

6.2. Indie Licenses.  Indie Licenses are only available to Eligible
Indie Individuals and Eligible Indie Organizations.  For clarity, if an
Organization is Using a Commercial License of the Software, an Eligible
Indie Individual who is Licensee Personnel of the Organization may Use
the Software outside of that Organization via an Indie License.  In the
case of an Indie User who is using the Software to create content that
is not final rendered images for a third party, and that third party
will use such content in connection with a Commercial activity, such
third party and its Affiliates and related individuals must also be
Eligible Indie Individuals or Eligible Indie Organizations.  If
Licensee is taking advantage of the pricing applicable to Indie
Licenses, Licensee represents and warrants that it satisfies the
criteria set out in this Section 6.2.

6.3. Taxes.  All fees are exclusive of any Taxes.  If SideFX has
a legal obligation to pay or collect Taxes, the appropriate amount
shall be invoiced to and paid by Licensee, unless Licensee provides
SideFX with an acceptable tax exemption certificate issued by
the appropriate taxing authority.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

7.1. Limited Warranty.  SideFX warrants that the Software will
perform substantially in accordance with the applicable SideFX
user documentation (excluding any errors in the documentation, as
determined by SideFX in good faith).  SideFX' entire
responsibility and obligation, and Licensee's exclusive remedy, for
any breach of the foregoing warranty shall be for SideFX to use
commercially reasonable efforts to cause the Software to comply with
such warranty.

7.2. Warranty Disclaimer.  EXCEPT AS PROVIDED IN SECTION 7.1, THE
SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY
KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN LAW OR EQUITY,
INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF TITLE,
NON-INFRINGEMENT, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR
PURPOSE OR THOSE ARISING OTHERWISE FROM A COURSE OF DEALING OR USAGE
OF TRADE, ALL OF WHICH ARE SPECIFICALLY DISCLAIMED TO THE MAXIMUM
EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, SIDEFX
DOES NOT WARRANT THAT: (i) THE SOFTWARE WILL MEET LICENSEE'S NEEDS OR
REQUIREMENTS; (ii) THE SOFTWARE WILL RUN WITHOUT INTERRUPTION OR BE
ERROR FREE; (iii) THE SOFTWARE IS IMPENETRABLE OR OTHERWISE MEETS ANY
SECURITY STANDARDS; OR (iv) THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL OPERATE IN ALL COMBINATIONS WHICH MAY BE SELECTED FOR USE BY
LICENSEE.  FOR PURPOSES OF THIS SECTION 7.2 (BUT NOT FOR PURPOSES OF
SECTION 7.1), REFERENCES TO SOFTWARE INCLUDE THE OPEN SOURCE SOFTWARE.
SIDEFX MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO
CONDITIONS, REGARDING THE OPEN SOURCE SOFTWARE.

7.3. Limitation on Types of Recoverable Damages.  SIDEFX WILL
ONLY BE LIABLE FOR DIRECT DAMAGES, SUBJECT TO SECTION 7.4.  IN NO
EVENT WILL SIDEFX BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR
ANY LOST PROFITS, LOST OR DAMAGED DATA, OR THE COST OF PROCURING
SUBSTITUTE GOODS OR SERVICES OR ANY SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER BASED ON BREACH
OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
OR OTHERWISE, EVEN IF SIDEFX IS INFORMED OR OTHERWISE HAS KNOWLEDGE OF
THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE
FORESEEABLE.

7.4. Monetary Cap on Damages.  LICENSEE AGREES THAT THE MAXIMUM
AGGREGATE LIABILITY OF SIDEFX AND ITS AFFILIATES, AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FOR ALL
CLAIMS UNDER ANY AND ALL CIRCUMSTANCES RELATING TO THIS AGREEMENT AND
THE SOFTWARE AND ANY SERVICES PROVIDED BY SIDEFX UNDER ALL THEORIES OF
LIABILITY WILL BE LIMITED TO: (I) WITH RESPECT TO SIDEFX' INDEMNITY
OBLIGATION UNDER SECTION 8, THE FEES PAID TO SIDEFX BY LICENSEE IN
RESPECT OF THE INFRINGING SOFTWARE IN THE TWELVE (12) MONTH PERIOD
PRECEDING THE CLAIM IN RESPECT OF SUCH LIABILITY; AND (II) IN ALL OTHER
INSTANCES, THE FEES PAID TO SIDEFX BY LICENSEE IN RESPECT OF THE
APPLICABLE SOFTWARE IN THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM IN
RESPECT OF SUCH LIABILITY.

7.5. Essential Terms.  The disclaimer of warranties and the limitation
of liability in this Section 7 constitute an essential part of this
Agreement.  A fundamental breach or breach of a fundamental term of
this Agreement by SideFX shall not limit the intended effect of
Section 7 or any other provision of this Agreement which is intended
to limit SideFX' liability.  Licensee acknowledges that, but for
the disclaimer of warranties and conditions and limitation of liability,
SideFX would not enter into this Agreement.

8. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY

8.1. Indemnity.  Subject to Section 7, if any claim based upon an
alleged direct infringement of a Canadian or American copyright or
trade secret is asserted against Licensee by a third party (other than
an Affiliate of Licensee) by virtue of its Use of the Software in
accordance with this Agreement, SideFX will indemnify Licensee
solely for direct damages (which, for greater certainty, excludes any
accounting of profits) awarded to such third party and which the
Licensee has been ordered to pay as a result of such claim, provided
that SideFX: (i) receives prompt written notice of such claim;
(ii) has the sole and exclusive right, if it chooses, to control and
direct the investigation and the defense or settlement of such claim;
and (iii) receives the reasonable cooperation and assistance of
Licensee as requested by SideFX, at SideFX's expense. 

8.2. Exclusions.  SideFX shall have no obligation or liability
under Section 8.1 if the infringement relates to: (i) Use of the
Software other than as expressly authorized under this Agreement; (ii)
the combination, merger or interface of the Software with other
software, hardware, or data by Licensee or a third party; (iii) Use of
any release of the Software other than the most current supported
release(s) made available to Licensee; (iv) any modification of the
Software by anyone other than SideFX; or (v) compliance with any Licensee
instructions or requests.  SideFX shall also have no obligation or
liability under Section 8.1 in connection with any software or other
technology not claimed to be owned by SideFX, including without
limitation, the Open Source Software and any materials related thereto.

8.3. SideFX Options.  If the Software infringes, or in the
reasonable determination of SideFX is likely to infringe, any
third party's intellectual property rights, SideFX may, at its
option, either: (i) procure for Licensee the right to continue Using
the Software or replace or modify the Software (without loss of
functionality) so that it becomes non-infringing; or (ii) terminate
this Agreement and refund the license fee paid by Licensee less a
reasonable amount for any value received by Licensee.

8.4. Exclusive Remedy.  THE FOREGOING PROVISIONS OF THIS SECTION 8
STATE SIDEFX' ENTIRE LIABILITY AND OBLIGATIONS, AND THE
EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED
INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

9. FEEDBACK AND SOURCE CODE CONTRIBUTIONS

9.1. Assigning Rights.  If Licensee provides SideFX with any Feedback,
SideFX is free to use the Feedback however it chooses.  If Licensee
makes any Source Code Contribution available to SideFX, Licensee hereby
assigns to SideFX all right, title, and interest (including all
copyright, patent, and other intellectual property rights) in that
Source Code Contribution for all current and future methods and forms of
exploitation in any country.  If any of those rights are not effectively
assigned under applicable law, Licensee hereby grants SideFX a
non-exclusive, fully-paid, irrevocable, royalty-free, transferable,
sublicensable license to reproduce, distribute, publicly perform,
publicly display, make, use, have made, sell, offer to sell, import,
modify and make derivative works based on, and otherwise exploit that
Source Code Contribution for all current and future methods and forms of
exploitation in any country.  If any of those rights may not be assigned
or licensed under applicable law (such as moral and other personal
rights), Licensee hereby waives and agrees not to assert all of those
rights.  However, Licensee may continue to freely use any Feedback that
Licensee provides to SideFX, and Licensee may continue to use, in any
manner consistent with the License, any Source Code Contribution that
Licensee makes available to SideFX.

9.2. Credit and Compensation.  Licensee understands and agrees that
SideFX is not required to make any use of any Feedback or Source Code
Contribution that Licensee provides.  Licensee agrees that if SideFX
makes use of Licensee's Feedback or Source Code Contribution, SideFX is
not required to credit or compensate Licensee for their contribution.

9.3. Ability to Grant Rights.  Licensee represents and warrants that
Licensee has sufficient rights in any Feedback or Source Code
Contribution that Licensee provides to SideFX to grant SideFX and other
affected parties the rights described above. This includes but is not
limited to intellectual property rights and other proprietary or
personal rights.

10. TERM AND TERMINATION

10.1. Term.  Licensee's right to Use the Software pursuant to any given
License shall terminate at the end of the term for the License Type
associated with such License, as such term is set out in Appendix A to
this Agreement.

10.2. Termination by Licensee for Convenience. Subject to Section 6.1,
Licensee may terminate this Agreement at any time by providing SideFX
with written notice of same and complying with Section 10.4.

10.3. Termination by SideFX.  SideFX may terminate this
Agreement, and therefore the right granted under Section 2.1, upon
notice to Licensee: (i) if Licensee breaches any of the terms and
conditions of this Agreement and, if curable, fails to cure such
breach to the satisfaction of SideFX within fifteen (15) days of
SideFX notifying Licensee of the breach; (ii) if Licensee
breaches any of its payment obligations under this Agreement and fails
to make full payment within ten (10) days of SideFX notifying
Licensee of such breach; (iii) Licensee undergoes a Change of Control
without the prior written consent of SideFX (which consent may not be
unreasonably withheld by SideFX); (iv) Licensee commits any act of
bankruptcy, becomes insolvent or admits its insolvency (as defined or
provided for in any applicable statute); (v) any proceeding, voluntary
or involuntary, is commenced respecting Licensee pursuant to any statute
relating to bankruptcy, insolvency, reorganization of debts,
liquidation, winding up or dissolution, including any proceedings under
the Bankruptcy and Insolvency Act, the Companies' Creditors Arrangement
Act or the Winding-Up and Restructuring Act; (vi) Licensee passes any
resolution for its liquidation, winding up or dissolution; or (vii)
Licensee ceases to carry on business in the ordinary course.

10.4. Licensee Obligations Upon Termination.  Upon receipt by Licensee
of written notice of termination from SideFX, or termination by
Licensee, Licensee shall immediately: (i) unredeem all Entitlements
(i.e. return all Licenses) using the tools provided as part of the
Software; (ii) cease Using the Software; (iii) permanently delete all
installed and back-up copies of the Software; (iv) return or destroy all
Confidential Information made available to Licensee by SideFX; and (v)
within five (5) days after the date of such termination, provide SideFX
with a written confirmation that Licensee has complied with all of the
foregoing. 

10.5. Survival.  The provisions of Sections 2.3 (excluding part (v)),
3.11, 4 (without limiting the intended effect of Section 10.4), 5, 6,
7.3, 7.4, 7.5, 9, 10.4, 10.5, 11, 12, 13 (excluding 13.11) and 14 shall
survive termination of this Agreement.  

11. CERTIFICATION AND INSPECTION

11.1. Certification.  Within ten (10) days of a request by SideFX, a
Certification Authority of Licensee shall, after making due inquiry,
certify in writing to SideFX, as applicable: (i) that Licensee (and
in the case of a Global Access License, each applicable Licensee
Affiliate and third party Authorized User) is, and has continuously
been, in full compliance with the terms and conditions of this
Agreement, including all applicable restrictions and limitations on
installation and Use of the Software; or (ii) the extent to which
Licensee (or in the case of a Global Access License, any  applicable
Licensee Affiliate or third party Authorized User) is not, or has not
been, in full compliance with the terms and conditions of this
Agreement, including all applicable restrictions and limitations on
the installation of Licenses and Use of the Software.  Licensee shall
provide such supporting evidencing as SideFX may reasonably request.
"Certification Authority" means: (a) Licensee, where Licensee is an
individual; or (b) a senior officer, signing authority or other
senior official of Licensee, where Licensee is an Organization.  For
certainty, failure to provide the certification as required by this
Section is a material breach of this Agreement that entitles SideFX
to terminate this Agreement and to any other remedies that may be
available to SideFX at law or in equity. 

11.2. Inspection.  SideFX or its authorized representative may
at any time after written notice to Licensee, electronically or
otherwise, reasonably inspect Licensee's (and in the case of a Global
Access License, each applicable Licensee Affiliate's and third party
Authorized User's) records, systems and facilities  in order to ensure
compliance with this Agreement. Licensee will provide (and in the case
of a Global Access License, ensure that each applicable Licensee
Affiliate and third party Authorized User provides) full cooperation
in connection with any such inspection, including the provision of
such additional documentation and information as SideFX may
reasonably request.  Licensee shall ensure that the agreement between
Licensee and each applicable Licensee Affiliate and third party
Authorized User includes the right for SideFX to perform such
inspections.

11.3. Remediation.  If as a result of a certification pursuant to
Section 11.1, or an inspection pursuant to Section 11.2, SideFX
determines that Licensee's (or in the case of a Global Access License,
any applicable Licensee Affiliate's or third party Authorized User's)
installation of Licenses or Use of the Software is not, or has not
been, in conformity with this Agreement, Licensee shall promptly: (i)
obtain the applicable Entitlement(s) or License(s) from SideFX
required for such installation or Use; (ii) pay the applicable fees in
respect of such License(s) for prior and future Use; and (iii) pay all
reasonable costs and expenses incurred by SideFX in respect of the
certification or inspection, as applicable, if Licensee has underpaid
SideFX by more than 5% of amounts owed.

12. CONFIDENTIALITY

12.1 Confidential Information.  Each party (the “Disclosing Party”) may
from time to time during the term of this Agreement disclose to the
other party (the “Receiving Party”) certain information regarding the
Disclosing Party’s business, including technical, marketing, financial,
employee, planning, and other confidential or proprietary information
(“Confidential Information”).  Confidential Information of SideFX
includes, without limitation, the Software and accompanying
documentation.  Regardless of whether any information is marked or
identified as confidential, any information that the Receiving Party
knew or should have known, under the circumstances, was considered
confidential or proprietary by the Disclosing Party, will be considered
Confidential Information of the Disclosing Party.

12.2 Protection of Confidential Information.  The Receiving Party will
not use any Confidential Information of the Disclosing Party for any
purpose not expressly permitted by this Agreement, and will disclose the
Confidential Information of the Disclosing Party only to the employees
or contractors of the Receiving Party who have a need to know such
Confidential Information for purposes of this Agreement and who are
under a duty of confidentiality no less restrictive than the Receiving
Party’s duty hereunder.  The Receiving Party will protect the Disclosing
Party’s Confidential Information from unauthorized use, access, or
disclosure in the same manner as the Receiving Party protects its own
confidential or proprietary information of a similar nature and with no
less than reasonable care.

12.3 Exceptions.  The Receiving Party’s obligations under Section 12.2
with respect to any Confidential Information of the Disclosing Party
will terminate if: (a) was already lawfully known to the Receiving Party
at the time of disclosure by the Disclosing Party; (b) is/was disclosed
to the Receiving Party by a third party who had the right to make such
disclosure without any confidentiality restrictions; or (c) is, or
through no fault of the Receiving Party has become, generally available
to the public.  In addition, the Receiving Party will be allowed to
disclose Confidential Information of the Disclosing Party to the extent
that such disclosure is (i) approved in writing by the Disclosing Party,
(ii) necessary for the Receiving Party to enforce its rights under this
Agreement; or (iii) required by law or by the order or a court of
similar judicial or administrative body, provided that the Receiving
Party notifies the Disclosing Party of such required disclosure promptly
and in writing and cooperates with the Disclosing Party, at the
Disclosing Party’s reasonable request and expense, in any lawful action
to contest or limit the scope of such required disclosure.

12.4 Return of Confidential Information.  The Receiving Party will
either, at the Disclosing Party’s option, return to the Disclosing Party
or destroy all Confidential Information of the Disclosing Party in the
Receiving Party’s possession or control and permanently erase all
electronic copies of such Confidential Information promptly upon the
written request of the Disclosing Party or the expiration or termination
of this Agreement, whichever comes first.

12.5 Confidentiality of Agreement.  Neither party will disclose any
terms of this Agreement to anyone other than its Affiliates, legal
counsel, accountants, and other professional advisors under a duty of
confidentiality except (a) as required by law or (b) pursuant to a
mutually agreeable press release or (c) in connection with a proposed
merger, financing, or sale of such party’s business (provided that any
third party to whom the terms of this Agreement are to be disclosed
signs a confidentiality agreement consistent with the terms of this
Section 12).

13. MISCELLANEOUS

13.1. Relationship of Parties.  In giving effect to this Agreement,
neither party will be or be deemed an agent of the other for any
purpose and their relationship in law to the other will be that of
independent contractors.  Nothing in this Agreement will constitute a
partnership in law or a joint venture between the parties.  Neither
party will have the right to enter into contracts, pledge the credit
of or incur expenses on behalf of the other.

13.2. No Waiver.  Any waiver of any terms or conditions of this
Agreement will be effective only if in writing and signed by the party
granting such waiver. Such waiver shall be effective only in the
specific instance and for the specific purpose for which it has been
given and shall not be deemed or constitute a waiver of any other
provisions (whether or not similar) nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.  The failure of
either party to exercise, and any delay in exercising, any of its
rights hereunder, in whole or in part, shall not constitute or be
deemed a waiver or forfeiture of such rights, neither in the specific
instance nor on a continuing basis. No single or partial exercise of
any such right shall preclude any other or further exercise of such
right or the exercise of any other right. 

13.3. Severability. If for any reason a court of competent
jurisdiction finds any terms or conditions of this Agreement, or
portion thereof, to be unenforceable, the remainder of this Agreement
will continue in full force and effect.

13.4. Assignment.  Licensee shall not assign or transfer this
Agreement or any of its rights or obligations hereunder (whether in
connection with or as a result of any consolidation, arrangement,
reorganization, amalgamation, acquisition, merger, sale, operation of
law, or otherwise), in whole or in part, without the prior written
consent of SideFX (which consent may be withheld by SideFX
in its sole and absolute discretion).

13.5. Entire Agreement.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces all prior or contemporaneous
understandings or agreements, written or oral, regarding such subject
matter and there are no representations, warranties, conditions or
other agreements between the parties in connection with the subject
matter hereof except as specifically set forth herein.  The terms of any
purchase order or similar document submitted by Licensee to SideFX shall
not modify, add to, or otherwise amend the terms of this Agreement.

13.6. Binding Arbitration.  Unless otherwise agreed in writing by the
parties, all disputes relating to this Agreement shall not be
submitted to the courts for resolution, but may be submitted to final
and binding arbitration by either party pursuant to the Arbitration
Act, 1991 (Ontario) (the "Arbitration Act"). The arbitration shall be
treated as confidential and will be held in Toronto, Canada.  The
arbitral tribunal shall be composed of one arbitrator (the
"Arbitrator").  The party that wishes to initiate the arbitration (the
"Applicant") shall deliver a notice to that effect (the "Notice to
Arbitrate") to the other party, which notice shall nominate an
individual to act as the Arbitrator.  Within thirty (30) days of the
date of receipt of the Notice to Arbitrate (the "Response Date") the
other party (the "Respondent") shall, by notice to the Applicant,
either signify its acceptance of the nominee or, in the alternative,
propose an alternative individual to act as the Arbitrator (the
"Response").  If the Respondent fails to provide a Response by the
Response Date, the Respondent shall be deemed to have accepted the
Applicant's nominee for Arbitrator.  If the Respondent provides a
Response by the Response Date suggesting an alternative individual to
act as Arbitrator, the Applicant shall within thirty (30) days of the
date of receipt of the Response, by notice to the Respondent, signify
either its acceptance or rejection of the Respondent's nominee for
Arbitrator.  If the Applicant fails to provide notice by such date,
the Applicant shall be deemed to have accepted the Respondent's
nominee for Arbitrator.  If the Applicant provides notice by such date
signifying its rejection of the Respondent's nominee for Arbitrator,
the parties shall use commercially reasonable efforts to cause their
respective nominees to select the Arbitrator.  Any costs associated
with same shall be borne equally by the parties.  If such selection
does not occur within thirty (30) days of the date of the Applicant's
rejection notice, then the Applicant may apply to the Superior Court
of Justice of Ontario for the appointment of an arbitrator pursuant to
the provisions of the Arbitration Act.  The costs of the application
shall be borne equally by the parties.  The parties agree that they
will act reasonably and in good faith to ensure the selection of an
Arbitrator who is objective, independent and suitably qualified to
deal with the dispute.  Upon failure, refusal or inability of the
Arbitrator to act, his or her successor shall be appointed in the same
manner.  The costs of the Arbitration shall be in the discretion of
the Arbitrator.  Nothing in this Agreement shall prevent SideFX from seeking
immediate equitable relief.

13.7. Governing Law and Jurisdiction for Resolving Claims.  Subject to
Section 13.6, this Agreement shall be governed by the laws of the
Province of Ontario, Canada and the federal laws of Canada applicable
therein and the parties irrevocably submit to the non-exclusive
jurisdiction of the Ontario courts.  The parties expressly disclaim
the application of the United Nations Convention for the International
Sale of Goods.

13.8. Headings; Sections.  The division of this Agreement into
sections and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation
of this Agreement.  References herein to Sections are to sections of
this Agreement.

13.9. Interpretation of "including".  Where the word "include",
"includes" or "including" is used in this Agreement, it means
"include", "includes" or "including", in each case, "without
limitation".

13.10. Non-Exclusive Remedies.  Except as otherwise provided in this
Agreement, all remedies provided for under this Agreement are
non-exclusive and are in addition, and without prejudice, to any other
rights as may be available to SideFX, whether in law or equity.  By
electing to pursue a remedy, SideFX does not waive its right to pursue
any other available remedies.

13.11. Export Compliance.  Each party shall comply with the export
laws and regulations of Canada, the United States, and other
applicable jurisdictions in its provision and, in the case of
Licensee, its downloading, installation and Use of, the Software.
Without limiting the foregoing: (i) each of SideFX and Licensee
represents that it is not named on any U.S. government list of person
or entities prohibited from receiving exports; and (ii) Licensee shall
not permit any Person to Use the Software in violation of any U.S.
export embargo, prohibition, or restriction.

13.12. Publicity.  Neither party may issue press releases relating to
this Agreement without the other party's prior written consent, or use
in any manner the name(s), logo(s) or trade-mark(s) of the other party
without such other party's prior written consent.

13.13. Language.  The parties acknowledge that they have required this
Agreement to be written in English.  Les parties aux présentes
reconnaissent qu'elles ont exigé que la présente entente soit rédigée
en anglais.

13.14. Notice.  Any notice, demand or other communication (in this
Section, a "notice") required or permitted to be given or made under
this Agreement will be in writing and will be sufficiently given or
made if: (i) delivered in person during normal business hours of the
recipient on a Business Day and left with a receptionist or other
responsible employee of the recipient; (ii) except during any period
of actual or imminent interruption of postal services due to strike,
lockout or other cause, sent by registered mail; or (iii) sent by
facsimile transmission or other electronic means which produces a
written record of successful transmission, or by email if receipt is
confirmed by the sender's email system.  Notices to Licensee shall be
sent to the most recent address, facsimile number or email address
provided by Licensee to SideFX and to the attention of the
contact person on file with SideFX.  Notices to SideFX
shall be sent to Suite 1401, 123 Front Street West, Toronto, Ontario,
M5J 2M2, or (416) 504-6648 or notices@sidefx.com, to the attention of
Chief Financial Officer.  Each notice sent in accordance with this
Section will be deemed to have been received: (iv) on the day it was
delivered; (v) on the seventh (7th) Business Day after it was mailed
(excluding each day on which there is any interruption of postal
services due to strike, lockout or other cause); (vi) on the same day
that it was sent by facsimile transmission or email provided that it
was sent during normal business hours of the recipient on a Business
Day, otherwise, on the first Business Day thereafter.  Contact
information for notice may be changed by giving notice in accordance
with this Section.  "Business Day" means any day of the week except
Saturday, Sunday or any statutory or civic holiday observed in
Toronto, Ontario.

13.15 Force Majeure.  Any delay in the performance of any duties or
obligations of either SideFX or Licensee (except the payment of money
owed) will not be considered a breach of this Agreement if such delay is
caused by a labour dispute, pandemic, shortage of materials, fire,
earthquake, flood, failure of third party suppliers, or any other event
beyond the control of such party, provided that such party uses
reasonable efforts, under the circumstances, to notify the other party
of the circumstances causing the delay and to resume performance as soon
as possible.

14. DEFINITIONS

When used in this Agreement, each of the following terms has the
meaning given to such term below, and grammatical variations of such
terms have corresponding meanings.

    "Affiliate" of a party means any Person that directly, or
    indirectly through one or more intermediaries, Controls or is
    Controlled by such party, or is Controlled by a Person who also
    Controls such party.

    "Agreement" means this Side Effects Software License Agreement, as
    may be amended in accordance with its terms. 

    "Applicant" has the meaning set out in Section 13.6.

    "Arbitrator" has the meaning set out in Section 13.6.

    "Arbitration Act" has the meaning set out in Section 13.6.

    "Authorized Subcontractors" means third parties sub-contracted by
    Licensee to create content for Licensee. 

    "Authorized Users" means: (i) in the case of all License Types
    other than a Global Access License and a Project License, Licensee
    Personnel; and (ii) in the case of a Global Access License and
    Project License (A) Licensee Personnel, and (B) Licensee Affiliate
    Personnel and employees of Authorized Subcontractors, provided
    that Licensee has given SideFX notice of such Affiliates and
    Authorized Subcontractors, and provided that such Licensee
    Affiliate Personnel and employees of Authorized Subcontractors are
    Using the Software solely to create content for Licensee.

    "Certification Authority" has the meaning set out in Section 11.1.

    "Change of Control" of Licensee means a change of the Person or
    Persons that directly or indirectly Control Licensee.

    "Client Computer" means a Computer running the Software that
    connects to the License Server.  If the Software is being Used
    via a thin client, remote desktop, virtual network computing
    (VNC), or other graphical desktop sharing system, the Client
    Computer's location is defined as the location of the User of
    the Software, not the location of the remote computer.

    "Cloud Service" means a third party service that provides access
    to a pool of Computers for installation, hosting, processing
    and/or storage of software and/or data, where such Computers are
    outside of the direct physical control and/or ownership of the
    Person obtaining the service and where such Computers may or may
    not be shared by other Persons. 

    "Commercial" means any activity carried on with the intention of,
    or with a view to, generating revenue or other compensation,
    directly or indirectly, or that actually generates revenue or
    other compensation, directly or indirectly. 

    "Commercial License" means any License other than a Non-Commercial
    License, including a License that is any of the following License
    Types: Commercial Workstation License, Indie License, Local Access
    License, Global Access License and Project License. 

    "Computer" means: (i) an electronic device containing one or more
    central processing units that runs an operating system and accepts
    information in digital or similar form and manipulates the
    information for a specific result based on a sequence of
    instructions; or (ii) a software implementation of such a device
    (including virtual machines and other emulation technology); in
    each case that is owned, leased, rented or borrowed by Licensee or
    the Authorized User.

    "Confidential Information" has the meaning set out in Section 12.1.

    "Control" means the possession, directly or indirectly, of the
    power to direct or cause the direction of the management or
    policies of an entity, whether through the ownership of voting
    securities, by contract or otherwise.

    "Disclosing Party" has the meaning set out in Section 12.1.

    "Eligible Indie Individual" means an individual who has in the current
    calendar year, or had in the most recently completed calendar year,
    aggregate gross revenues of less than $100,000 USD from direct or
    indirect Use of the Software outside an Organization.

    "Eligible Indie Organization" means an Organization such that the
    Organization and its Affiliates collectively have in the current
    calendar year, or had in the most recently completed calendar year,
    directly or indirectly, aggregate gross revenues from all sources
    less than $100,000 USD.  Additionally, any funding received by this
    Organization or its Affiliates, including private equity, venture
    capital, angel or mezzanine financing, and all other forms of
    funding, in the last 24 months is less than $1,000,000 USD.

    "Entitlement" means a string of data residing on SideFX'
    systems that the Licensee can redeem (i.e. trade in exchange for a
    License) or un-redeem, using the tools provided as part of the
    Software.

    "Feedback" has the meaning set out in Section 5.2.

    "Indie User" means a Licensee Using the Software via an Indie License
    who is either an Eligible Indie Individual or an Eligible Indie
    Organization.

    "Interactive Software" means the portions of the Software excluding
    Houdini Mantra, Karma, Houdini Batch, hython, and command-line
    Houdini Engine.  Interactive Software includes Houdini Core,
    Houdini FX, PilotPDG, and the Houdini Engine plug-ins.

    "License" means a string of data that is issued upon the
    redemption of an Entitlement, or issued by SideFX directly,
    and that, when installed on a Computer, allows the Software to be
    Used on that Computer.

    "License Server" has the meaning set out in Section 3.3.

    "License Type" has the meaning set out in Section 3.1.

    "Licensee" has the meaning set out in Section 1.1.

    "Licensee Affiliate Personnel" means the (i) employees (including
    contract employees) of the applicable Licensee Affiliate, (ii)
    third parties subcontracted by the applicable Licensee Affiliate
    to create content for Licensee, (iii) co-op and other students
    engaged by and otherwise working with the applicable Licensee
    Affiliate, and (iv) interns of the applicable Licensee Affiliate.

    "Licensee Personnel" means: (i) if Licensee is an individual, that
    individual; or (ii) if Licensee is an Organization (A) Licensee's
    employees (including contract employees), (B) independent
    contractors engaged by Licensee, (C) co-op and other students
    engaged by and otherwise working with or for Licensee, and (D)
    Licensee's interns.

    "Network Installation" has the meaning set out in Section 3.3.

    "Non-Commercial License" means a License that is any of the
    following License Types: Apprentice License, Education License and
    Evaluation License. 

    "Notice to Arbitrate" has the meaning set forth in Section 13.6.

    "Open Source Software" and "Open Source Licenses" have the
    respective meanings set out in Section 3.11.

    "Orbolt Website" has the meaning set out in Section 3.10.

    "Organization" has the meaning set out in Section 1.1.

    "Person" includes an individual, corporation, partnership, joint
    venture, trust, unincorporated organization, the Crown or any
    agency or instrumentality of the foregoing or any other entity.

    "Receiving Party" has the meaning set out in Section 12.1.

    "Related Materials" means all materials related to the Software
    being installed and all Upgrades, including documentation, user
    manuals, training videos, tutorials and files, provided directly
    or indirectly by SideFX, whether on-line or otherwise.

    "Response" has the meaning set out in Section 13.6.

    "Response Date" has the meaning set out in Section 13.6.

    "Respondent" has the meaning set out in Section 13.6.

    "SideFX" has the meaning set out in the preamble to this
    Agreement.

    "Software" has the meaning set out in the preamble to this
    Agreement.

    "Source Code Contribution" means any source code or any
    modifications to source code shipped with the Software that Licensee
    makes available to SideFX in order to improve the Software.

    "Taxes" means any direct or indirect local, state, provincial,
    federal or foreign taxes, levies, duties or similar government
    charges or assessments of any nature, including sales taxes,
    value-added taxes and withholding taxes, exigible on the
    transaction contemplated by this Agreement.

    "Territory" means: (a) the country, state, province, municipality
    or other jurisdiction specified in the Transaction Confirmation;
    (b) where no Transaction Confirmation is provided to Licensee and
    Licensee obtains Entitlements(s) through the online process, the
    Territory will be the province (in the case of Canada), state (in
    the case of the United States) or equivalent administrative
    division (in the case of some other country) that corresponds with
    the address confirmed as part of the online purchase verification;
    (c) if no country, state, province, municipality or other
    jurisdiction is specified in the Transaction Confirmation or the
    online purchase verification, the Territory shall be the province
    (in the case of Canada), state (in the case of the United States)
    or equivalent administrative division (in the case of some other
    country) where Licensee originally installed the License(s).  In
    the case of a Global Access License, the Territory will be the
    world.  With respect to non-interactive Use of the Software in the
    case of a Network Installation, the Territory will be the world.

    "Third Party Rendering Software" has the meaning set out in
    Section 3.7.

    "Transaction Confirmation" means an invoice issued by SideFX
    to Licensee in respect of Licensee's licensing of the Software or,
    where no invoice is issued, the email, quotation or other
    communication provided by SideFX to Licensee, setting out
    certain particulars in respect of the licensing of the Software to
    Licensee, which may include: (i) Licensee's name and contact
    information; (ii) the Software product being licensed; (iii) the
    applicable License Type(s); (iv) the fees payable to SideFX;
    (v) the applicable Territory; (vi) the number of Entitlements
    and/or Licenses issued or to be issued; (vii) the locations from
    which the Software may be Used; (viii) the applicable term(s)
    and/or termination date(s); and/or (xix) any additional
    restrictions on Use of the Software.

    "Updated Agreement" has the meaning set out in Section 1.3.

    "Upgrades" means all updated and/or upgraded versions of the
    software being installed that SideFX provides or makes
    available to Licensee from time to time.

    "Usage Purpose" means: (i) where Licensee is engaged primarily in
    Commercial activities, the internal requirements of Licensee's
    business in the ordinary course of such business; and (ii) where
    Licensee is engaged primarily in non-Commercial activities, the
    internal requirements of Licensee's ordinary course activities.
    Notwithstanding the forgoing, the Usage Purpose shall not in
    either case include the Use of the Software by any Licensee
    Personnel of an Organization for any personal projects where it is
    reasonably expected that revenue may be earned. 

    "Use", "Used" or "Using" means: (i) to access, initiate, execute,
    run, display, view and operate the Software, including to author,
    modify and run digital assets; and (ii) in the case of the Related
    Materials only, to review and print.

    "Work Station Installation" has the meaning set out in Section
    3.4.

APPENDIX A

                    TERMS AND CONDITIONS OF LICENSE TYPES
          (capitalized terms used below are defined in the Agreement)

Trial License Type
    Permitted Use
	The Software may be Used only for non-Commercial purposes. The
	Software may not be Used to generate any work product that
	will be used in any Commercial manner.

	Only Licensee Personnel can Use the Software.
    Installation
	For each License issued, Licensee may install the License and
	Use the Software only pursuant to a Workstation Installation.
    License Relocation
	No relocating of the License is permitted.
    Dedicated Computer / License Server Relocation
	No relocations permitted.
    Term
	Fifteen (15) days from the License activation date.

Education License Type
    Permitted Use
	The Software may be Used only for purposes directly related to
	learning the Software, teaching the Software, and training
	others to Use the Software.  To be clear, the Software may not
	be Used to generate any work product that will be used in any
	Commercial manner.  The Software may be Used only by (A) a
	formal educational institution, such as a degree-granting or
	certificate-granting college or university; (B) any other
	dedicated learning, teaching or training facility performing
	instructional functions; or (C) a Licensee engaged in
	Commercial activities approved by SideFX to Use the software
	for training purposes.

	Only Licensee Personnel can Use the Software.
    Installation
	Licensee may (A) for each License issued, install the License
	and Use the Software pursuant to a Workstation Installation,
	or (B) if multiple Licenses are issued for the purpose of
	usage on a network, install the Licenses and Use the Software
	pursuant to a Network Installation.
    License Relocation
	Licensee may relocate the License from the dedicated Computer
	or a License Server, as applicable, to another Computer (in
	which case such Computer would then be the dedicated Computer
	or the License Server, as applicable) only (A) within the
	Territory, (B) within a one hundred (100) kilometre radius of
	where the dedicated Computer or License Server was located
	when the License was originally installed, and (C) upon prior
	written notice to SideFX.  A maximum of one (1) such
	relocation is permitted without paying the applicable
	relocation fee to SideFX. (*)
    Dedicated Computer / License Server Relocation
	Subject to applicable law, Licensee may relocate the dedicated
	Computer only (A) within the Territory, (B) to a location within
	a one hundred (100) kilometre radius of where the dedicated
	Computer was located when the License was originally installed,
	and (C) upon the prior written consent of SideFX (which consent
	may be withheld by SideFX in its sole and absolute discretion).
    Term
	Three hundred and sixty five (365) days from the license
	activation date.

Evaluation License Type
    Permitted Use
	The Software may be Used only for purposes of internal
	evaluation and demonstration of the capabilities of the
	Software by and to Authorized Users.  The Software may not be
	Used to generate any work product that will be used in any
	Commercial manner.

	Only Licensee Personnel can Use the Software, unless otherwise
	agreed by SideFX and set out in the Transaction
	Confirmation.
    Installation
	Licensee may (A) for each License issued, install the License
	and Use the Software pursuant to a Workstation Installation,
	or (B) if multiple Licenses are issued for the purpose of
	usage on a network, install the Licenses and Use the Software
	pursuant to a Network Installation.
    License Relocation
	Licensee may relocate the License from the dedicated Computer
	or a License Server, as applicable, to another Computer (in
	which case such Computer would then be the dedicated Computer
	or the License Server, as applicable) only (A) within the
	Territory, and (B) upon prior written notice to SideFX.
	A maximum of one (1) such relocation is permitted without
	paying the applicable relocation fee to SideFX.  (*)
    Dedicated Computer / License Server Relocation
	Subject to applicable law, Licensee may relocate the dedicated
	Computer only (A) within the Territory, and (B) upon the prior
	written consent of SideFX (which consent may be withheld by
	SideFX in its sole and absolute discretion).
    Term
	Thirty (30) days from the License activation date.

Commercial Workstation License Type
    Permitted Use
	The Software may be Used for Commercial or non-Commercial
	purposes.

	Only Licensee Personnel can Use the Software.

	The number of Licenses available to Licensee and its
	Affiliates is limited to a maximum of five (5), unless
	otherwise agreed by SideFX.
    Installation
	For each License issued, Licensee may install the License and
	Use the Software only pursuant to a Workstation Installation. 
    License Relocation
	Licensee may relocate the License from the dedicated Computer
	to another Computer (in which case such Computer would then be
	the dedicated Computer) only (A) within the Territory, (B)
	within a one hundred (100) kilometre radius of where the
	dedicated Computer was located when the License was originally
	installed, and (C) upon prior written notice to SideFX.
	A maximum of two (2) such relocations in any rolling seven
	hundred and fifty (750) day period is permitted without paying
	the applicable relocation fee to SideFX. (*)
    Dedicated Computer / License Server Relocation
	Subject to applicable law, Licensee may relocate the dedicated
	Computer only (A) within the Territory, (B) to a location within
	a one hundred (100) kilometre radius of where the dedicated
	Computer was located when the License was originally installed,
	and (C) upon the prior written consent of SideFX (which consent
	may be withheld by SideFX in its sole and absolute discretion). 

	Notwithstanding the foregoing paragraph and part (ii) of
	Section 2.1 of the Agreement, if Licensee is an individual
	freelance worker who is self-employed and does not have an
	affiliation or long-term (i.e.  longer than nine (9) months)
	contractual arrangement with any particular Organization,
	Licensee may relocate the dedicated Computer and Use the
	Software anywhere in the world in order to provide freelance
	services to third parties. 
    Term
	Starting from the License activation date and ending on: (i)
	the termination date as set out in the Transaction
	Confirmation; or (ii) if there is no Transaction Confirmation,
	the termination date selected upon purchase of the applicable
	License.

Indie License Type
    Permitted Use
	The Software may be Used for Commercial purposes, subject to
	the limitations set out in Sections 6.2 and 3.7 of this Agreement. 

	An Indie User and its Affiliates and related individuals,
	collectively, may have or Use a maximum of three (3) purchased
	Indie Licenses at any given time.

	SideFX may elect to issue one supplementary License with each
	purchased Indie License in order to enable the Indie User to
	use The Software on a dual-boot Computer or a second Computer.
	The supplementary License may only be Used by the same Indie
	User using the corresponding purchased Indie License.
    Installation
	For each License issued, Licensee may install the License and
	Use the Software only pursuant to a Workstation Installation. 
    License Relocation
	Licensee may relocate the License from the dedicated Computer
	to another Computer (in which case such Computer would then be
	the dedicated Computer) only (A) within the Territory, and (B)
	within a one hundred (100) kilometre radius of where the
	dedicated Computer was located when the License was originally
	installed.  A maximum of one (1) such relocation is permitted
	without paying the applicable relocation fee to SideFX.
	(*)
    Dedicated Computer / License Server Relocation
	Subject to applicable law, Licensee may relocate the dedicated
	Computer only (A) within the Territory, and (B) to a location
	within a one hundred (100) kilometre radius of where the
	dedicated Computer was located when the License was originally
	installed. 

	Notwithstanding the foregoing paragraph and part (ii) of
	Section 2.1 of the Agreement, if Licensee is an individual
	freelance worker who is self-employed and does not have an
	affiliation or long-term (i.e.  longer than nine (9) months)
	contractual arrangement with any particular Organization,
	Licensee may relocate the dedicated Computer and Use the
	Software anywhere in the world in order to provide freelance
	services to third parties.  
    Term
	Three hundred and sixty five (365) days or seven hundred and
	thirty (730) days from the License activation date. 

Local Access License Type
    Permitted Use
	The Software may be Used for Commercial or non-Commercial
	purposes.

	Only Licensee Personnel can Use the Software
    Installation
	Licensee may install the Licenses and Use the Software only
	pursuant to a Network Installation.
    License Relocation
	Licensee may relocate the Licenses from a License Server to
	another Computer (in which case such Computer would then be
	the License Server) only (A) within the Territory, (B) within
	a one hundred (100) kilometre radius of where the License
	Server was located when the License was originally installed,
	and (C) upon prior written notice to SideFX.   A maximum
	of two (2) such relocations in any rolling seven hundred and
	fifty (750) day period is permitted without paying the
	applicable relocation fee to SideFX, and is permitted
	solely when the License Server is being replaced or upgraded.
	(*) 
    Dedicated Computer / License Server Relocation
	Subject to applicable law, there are no restrictions on the
	relocation of License Servers.

	Licensee may relocate a Client Computer only within the
	Territory and only to a location within a one hundred (100)
	kilometres of all other Client Computers.
    Term
	Starting from the License activation date and ending on the
	termination date as set out in the Transaction Confirmation.

Global Access License Type
    Permitted Use
	The Software may be Used for Commercial or non-Commercial
	purposes.  

	The Software can be Used by (A) Licensee Personnel, and (B)
	Licensee Affiliate Personnel and employees of Authorized
	Subcontractors (subject to the additional requirements and
	limitations set out in the definition of Authorized Users in
	Section 14 of the Agreement). 
    Installation
	Licensee may install the Licenses and Use the Software only
	pursuant to a Network Installation.
    License Relocation
	No restrictions on the relocation of Licenses.
    Dedicated Computer / License Server Relocation
	Subject to applicable law, there are no restrictions on the
	relocation of License Servers or Client Computers
    Term
	Starting from the License activation date and ending on the
	termination date as set out in the Transaction Confirmation.

Project License Type
    Permitted Use
	The Software may be Used for Commercial or non-Commercial
	purposes and solely for purposes of creating content for the
	project as described in the Transaction Confirmation (the
	"Project") by up to the number of Authorized Users set out in
	the Transaction Confirmation. 

	The Software can be Used by (A) Licensee Personnel, and (B)
	Licensee Affiliate Personnel and employees of Authorized
	Subcontractors (subject to the additional requirements and
	limitations set out in the definition of Authorized Users in
	Section 14 of the Agreement).
    Installation
	Licensee may install the Licenses and Use the Software only
	pursuant to a Network Installation.
    License Relocation
	No restrictions on the relocation of Licenses.
    Dedicated Computer / License Server Relocation
	Subject to applicable law, there are no restrictions on the
	relocation of License Servers or Client Computers.
    Term
	Starting from the License activation date and ending on the
	earlier of: (A) the date that the Project is completed as
	evidenced by the film, game or other product being made
	Commercially available; and (B) the outside date set out in
	the Transaction Confirmation.

Developer License Type
    Permitted Use
	The Licensee may create Commercial plug-ins for the Software
	and may use the Software to test their plug-ins.  The Licensee
	may not use the Software to create content for Commercial
	purposes.

    All other permissions and restrictions listed in the Local Access
    License Type apply.


(*) For greater certainty, SideFX reserves the right to decline
to consent to any relocation of the License from the dedicated
Computer or License Server beyond the number expressly permitted
above, in its sole and absolute discretion.
