LICENSE

XR ENGINE LICENSE AGREEMENT

This XR Engine License Agreement (the “Agreement”) should be read carefully before using the XR engine, as may
be updated and amended from time to time (the “Software”) and corresponding documentation, which is offered
by Niantic Spatial, Inc. (“Niantic Spatial”).
By downloading the Software (whether from a marketplace or software repository distribution provider, or from
another link that Niantic Spatial may provide to you), or otherwise using the Software or exercising any of the rights
granted hereunder in any manner, you (“Licensee”) agree that you have read and agree to be bound by the terms
of this Agreement and that you will use the Software only for XR Engine Purposes (as defined below). If you are
accessing the Software on behalf of an organization or entity, you represent and warrant that you are authorized to
enter into this Agreement on that organization’s or entity’s behalf and bind them to the terms of this License (in
which case, the references to “Licensee” in this License refer to that organization or entity). Use of the Software is
expressly conditioned upon Licensee’s assent to all terms of this Agreement.

1.LICENSE.
1.1. Grant of License. Subject to Licensee’s compliance with the terms and conditions of this
Agreement (including without limitation the restrictions set forth in Section 1.2), Niantic Spatial hereby grants
Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of this
Agreement, to install, execute, and distribute the Software (solely in the original form distributed by Niantic
Spatial) in connection with your applications, games, products, and/or services which utilize the functionality of
the Software.
1.2. License Restrictions. Licensee may not utilize the Software or exercise the rights granted in this
Section 1 in connection with any product or service: (1) which is offered for a fee or other consideration, and (2)
whose value derives, entirely or substantially, from the functionality of the Software. Licensee acknowledges
that the Software contains trade secrets of Niantic Spatial and its licensors, and, in order to protect such trade
secrets and other interests that Niantic Spatial and its licensors may have in the Software, Licensee will not, and
will not allow a third party to: (i) reverse engineer, decompile or disassemble the Software; (ii) modify or create
derivative works of, distribute sell, sublicense or otherwise transfer the Software; (iii) copy the Software, except
as strictly necessary to use the Software in accordance with the terms of Section 1.1; or (iv) use the Software or
any documentation to create, improve (directly or indirectly) or offer a substantially similar product or service,
or build a competitive product.
1.3. Attribution.
1.3.1.1. Licensee will reproduce all of Niantic Spatial’s and its licensors’ copyright
notices and any other proprietary rights notices on all copies of the Software that Licensee makes hereunder.
1.3.1.2. In any material in which Licensee utilizes the functionality of the Software,
Licensee must (1) retain the following: (i) identification of Niantic Spatial as the creator of the Software, in any
reasonable manner requested by the Niantic Spatial (including by pseudonym if designated); (ii) a copyright notice;
(iii) a notice that refers to this Agreement; and (iv) a notice that refers to the disclaimer of warranties; and (2)
indicate the Software is licensed under this Agreement, and include the text of, or the URI or hyperlink to, this
Agreement.
1.3.1.3. Nothing in this Agreement constitutes or may be construed as permission to
assert or imply that Licensee are, or that Licensee’s use of the Software is, connected with, or sponsored, endorsed,
or granted official status by, Niantic Spatial or others designated to receive attribution as provided in this Section.
1.4. Limited Rights. Licensee’s rights in the Software will be limited to those expressly granted in
Section 1. Niantic Spatial and its Niantic Spatials reserve all rights, title and interest in and to the Software and
no rights are granted to Licensee hereunder (whether by implication, estoppel, exhaustion or otherwise) other
than as expressly set forth herein.
1.5. Attestation. Upon the Niantic Spatial’s request, Licensee shall confirm in writing its compliance
with the permitted use of the Software and the terms and conditions of this Agreement.

2. INTELLECTUAL PROPERTY. Licensee may from time to time elect to provide suggestions, information, comments
(including for enhancements, functionality or clarification) or other ideas, suggestions, or feedback regarding the
Software (“Feedback”) to Niantic Spatial. Licensee acknowledges and agrees that all Feedback will be the sole and
exclusive property of Niantic Spatial. Licensee hereby irrevocably transfers and assigns to Niantic Spatial and agrees
to irrevocably assign and transfer to Niantic Spatial all of Licensee's right, title and interest in and to all Feedback,
including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret
rights and other intellectual property rights (collectively, “Intellectual Property Rights”) therein. At Niantic Spatial’s
request and expense, Licensee will execute documents and take such further acts as Niantic Spatial may reasonably
request to assist Niantic Spatial to acquire, perfect and maintain its Intellectual Property Rights and other legal
protections for the Feedback. Licensee further acknowledges and agrees that, as between the parties, Niantic
Spatial will solely own all right, title and interest in and to the Software, including all improvements, modifications,
and derivative works thereof, and all Intellectual Property Rights therein. Licensee will not acquire any rights or
licenses in the Software or in any Niantic Spatial Intellectual Property Rights by virtue of this Agreement or as a
result of Licensee's performance under this Agreement.

3. CONFIDENTIAL INFORMATION. “Confidential Information” means: (i) the Software, and other information relating
to, the Software (including, without limitation, all Feedback); and (ii) any business or technical information of
Niantic Spatial, including, but not limited to, any information relating to Niantic Spatial’s product plans, designs,
costs, product prices and names, finances, marketing plans, business opportunities, personnel, research,
development or know-how that is identified at the time of disclosure as confidential or that reasonably should be
considered to be confidential given the circumstances of disclosure or the nature of the information. Confidential
Information does not include any information that Licensee can demonstrate: (a) is, at the time of disclosure, or
becomes generally known or available to the public through no act or failure to act by Licensee; (b) is rightfully
known by Licensee prior to the disclosure without an obligation of confidentiality; (c) is rightfully acquired by
Licensee from a third party without restriction on use or disclosure; or (d) is independently developed by Licensee
without use of or access to any Confidential Information. Licensee will not use or disclose any Confidential
Information, except as necessary to test and evaluate the Software and to provide Feedback. Licensee will use all
reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less
than the efforts that it ordinarily uses with respect to its own confidential information of a similar nature and
importance. Licensee may disclose Confidential Information only to those of its employees who have a bona fide
need to know such Confidential Information for the testing and XR Engine of the Software and providing Feedback;
provided that, each such employee is bound by written agreements with use and nondisclosure restrictions at least
as protective of the Confidential Information as those set forth in this Agreement. To the extent there is a breach of
Confidential Information or Intellectual Property Rights, Niantic Spatial may seek injunctive relief in any court of
competent jurisdiction without the posting of a bond or other similar requirement.

4. DISCLAIMERS. THE SOFTWARE AND DOCUMENTATION ARE BEING PROVIDED “AS IS” WITHOUT ANY WARRANTIES.
NIANTIC SPATIAL HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY
WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING,
NIANTIC SPATIAL HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SOFTWARE WILL BE ERROR-FREE,
BUG-FREE OR UNINTERRUPTED. Without limiting the foregoing, Licensee acknowledges and agrees that: (i) the
Software may not operate properly, be in final form or fully functional; (ii) the Software may contain errors, design
flaws or other problems; (iii) Niantic Spatial is under no obligation to update, resolve, or otherwise patch the
Software to resolve such errors; and (vi) Niantic Spatial has the right unilaterally to abandon development of the
Software, at any time and without any obligation or liability to Licensee.
5. INDEMNITY. Licensee shall indemnify, defend, and hold harmless Niantic Spatial and its directors, officers,
employees, agents, and affiliates from and against any and all claims, suits, actions, damages, losses, liabilities,
costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Licensee’s use or
distribution of the Software; (b) any applications, games, products, and/or services of Licensee which utilize the
functionality of the Software; (c) any breach by the Licensee of any term of this Agreement; and (d) any third-party
claim that the Licensee’s data, materials, or use of the Software infringes or misappropriates any intellectual
property right or trade secret. Niantic Spatial will promptly notify Licensee of any claim for which indemnity is
sought and will reasonably cooperate with Licensee in the defense and/or settlement of such claim. Licensee shall
have the sole right to conduct the defense of any such claim, provided that Licensee may not settle any claim
without Niantic Spatial’s prior written consent unless the settlement is solely for a monetary amount,
unconditionally releases Niantic Spatial from all liability without prejudice, does not require any admission by
Niantic Spatial, and does not impose any restrictions on Niantic Spatial’s business, products, or services. Niantic
Spatial may participate in the defense at its own expense and with counsel of its choice, or, if Licensee fails to fulfill
its defense obligations, Niantic Spatial may defend itself and seek reimbursement from Licensee.
6. LIMITATION ON LIABILITY. IN NO EVENT WILL NIANTIC SPATIAL, ITS LICENSORS OR ANY OF ITS AFFILIATES BE
LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS
OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR
INABILITY TO USE THE SOFTWARE OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, WHETHER SUCH LIABILITY
ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY
OR OTHERWISE, AND WHETHER OR NOT NIANTIC SPATIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS
OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED
REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.TERM AND TERMINATION.
7.1. Term. The term of this Agreement commences on the first date Licensee accesses or otherwise
uses the Software, and will continue until terminated.
7.2. Termination. Either party may terminate this Agreement at any time, with or without cause, upon
five (5) days’ written notice to the other party. Niantic Spatial may terminate this Agreement immediately upon
written notice to Licensee in the event that Licensee breaches Section 1.2 or infringes or otherwise violates
Niantic Spatial’s Intellectual Property Rights.
7.3. Effect of Termination. Upon any termination or expiration of this Agreement: (i) the rights and
licenses granted to Licensee under this Agreement will automatically terminate; and (ii) Licensee will
immediately uninstall the Software and destroy all copies of the Software and any other Confidential
Information in Licensee's possession or control. At Niantic Spatial’s request, Licensee will certify in writing that it
has complied with the foregoing.
7.4. Survival. The provisions of Sections 2, 3, 4, 5, 6, 7.3, 7.4 and 8 will survive any termination or
expiration of this Agreement.

8.GENERAL. Licensee may not assign or transfer this Agreement, by operation of law or otherwise, without Niantic
Spatial’s prior written consent, and any attempt by you to do so, without such consent, will be void. This
Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and
permitted assigns. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be
enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the
remaining provisions of this Agreement will remain in full force and effect. This Agreement is the complete and
exclusive agreement between the parties with respect to its subject matter and supersedes all prior or
contemporaneous agreements, communications and understandings, both written and oral, with respect to its
subject matter. This Agreement may be amended or modified only by a written document executed by duly
authorized representatives of the parties. Nothing in this Agreement will be construed to create a partnership,
joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to
incur obligations on the other’s behalf without such other party’s prior written consent. Except as expressly set
forth in this Agreement, the exercise by either party of any remedy under this Agreement will be without prejudice
to its other remedies under this Agreement or otherwise. Either party’s failure to enforce any provision of this
Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any
provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver. This
Agreement will be governed by and construed in accordance with the laws of the State of California without giving
effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any
legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts
located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and
venue therein. All notices required to be sent hereunder will be in writing and will be deemed to have been given
when mailed by certified mail, overnight express, or sent by email, with receipt confirmed. This Agreement may be
signed in counterparts, and electronic signatures will have the same weight and effect as originals. Licensee will
comply fully with all applicable export laws and regulations of the United States (“Export Laws”) to ensure that
neither the Software nor any technical data related thereto is: (i) exported or re-exported directly or indirectly in
violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to,
nuclear, chemical, or biological weapons proliferation.