LICENSE

                   License Agreement for NVIDIA Audio2Emotion Model for Use with Audio2Face Project

This License Agreement for NVIDIA Audio2Emotion Model for Use with Audio2Face Project (the “Agreement”) is a legal agreement
between the Legal Entity You represent, or if no entity is identified, You and NVIDIA Corporation and its Affiliates (“NVIDIA”)
and governs Your use of the Models that NVIDIA provides to You under this Agreement. NVIDIA and You are each a “party” and
collectively the “parties.”

NVIDIA models released under this Agreement are intended to be used permissively and enable the further development of AI
technologies. Subject to the terms of this Agreement, NVIDIA confirms that:

    - Models are commercially usable.
    - You are free to create and distribute Derivative Models.
    - NVIDIA does not claim ownership to any outputs generated using the Models or Model Derivatives.

By using, reproducing, modifying, distributing, performing or displaying any portion or element of the Model or Derivative
Model, or otherwise accepting the terms of this Agreement, you agree to be bound by this Agreement.

1. Definitions. The following definitions apply to this Agreement:

1.1. “Derivative Model” means all (a) modifications to the Model, (b) works based on the Model, and (c) any other derivative
works of the Model. An output is not a Derivative Model.

1.2. “Legal Entity” means the union of the acting entity and all other entities that control, are controlled by, or are under
common control with that entity. For the purposes of this definition, “control” means (a) the power, direct or indirect, to
cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent
(50%) or more of the outstanding shares, or (c) beneficial ownership of such entity.

1.3. “Model” means the machine learning model, software, checkpoints, learnt weights, algorithms, parameters, configuration
files and documentation shared under this Agreement.

1.4. “You” or “Your” means an individual or Legal Entity exercising permissions granted by this Agreement.

2. Conditions for Use, License Grant, AI Ethics and IP Ownership.

2.1. Conditions for Use. The Model and any Derivative Model are subject to additional terms as described in Section 2 and
Section 3 of this Agreement and govern Your use. If You institute copyright or patent litigation against any entity (including
a cross-claim or counterclaim in a lawsuit) alleging that the Model or a Derivative Model constitutes direct or contributory
copyright or patent infringement, then any licenses granted to You under this Agreement for that Model or Derivative Model
will terminate as of the date such litigation is filed. If You bypass, disable, reduce the efficacy of, or circumvent any
technical limitation, safety guardrail or associated safety guardrail hyperparameter, encryption, security, digital rights
management, or authentication mechanism (collectively “Guardrail”) contained in the Model without a substantially similar
Guardrail appropriate for your use case, your rights under this Agreement will automatically terminate. NVIDIA may update
this Agreement to comply with legal and regulatory requirements at any time and You agree to either comply with any updated
license or cease Your copying, use, and distribution of the Model and any Derivative Model.

2.2. License Grant. The rights granted herein are explicitly conditioned on Your full compliance with the terms of this
Agreement. Subject to the terms and conditions of this Agreement, NVIDIA hereby grants to You a perpetual, worldwide,
non-exclusive, no-charge, royalty-free, revocable (as stated in Section 2.1) license to publicly perform, publicly display,
reproduce, use, create derivative works of, make, have made, sell, offer for sale, distribute (through multiple tiers of
distribution) and import the Model.

2.3. Prohibition on Use for Emotion Recognition. You may not use the Model or any of its components for the purpose of emotion
recognition.

2.4. Restriction to Audio2Face project. This Model and any technology included with this Model may only be used in connection
with the NVIDIA Audio2Face project (https://github.com/NVIDIA/Audio2Face-3D-SDK) and consistent with all applicable documentation.
This license does not authorize any use of the Audio2Emotion model outside the Audio2Face project.

2.5. AI Ethics.  Use of the Models under the Agreement must be consistent with NVIDIA’s Trustworthy AI terms found at
https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/.

2.6. NVIDIA owns the Model and any Model Derivatives created by NVIDIA. Subject to NVIDIA’s underlying ownership rights in
the Model or its Model Derivatives, You are and will be the owner of Your Model Derivatives. NVIDIA claims no ownership rights
in outputs. You are responsible for outputs and their subsequent uses. Except as expressly granted in this Agreement,
(a) NVIDIA reserves all rights, interests and remedies in connection with the Model and (b) no other license or right is
granted to you by implication, estoppel or otherwise.

3. Redistribution. You may reproduce and distribute copies of the Model or Derivative Models thereof in any medium, with
or without modifications, provided that You meet the following conditions:

3.1. If you distribute the Model, You must give any other recipients of the Model a copy of this Agreement and include the
following attribution notice within a “Notice” text file with such copies: “Licensed by NVIDIA Corporation under the NVIDIA
Open Model License”; and

3.2. You may add Your own copyright statement to Your modifications and may provide additional or different license terms
and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Models as a whole,
provided Your use, reproduction, and distribution of the Model otherwise complies with the conditions stated in this Agreement.

4. Separate Components. The Models may include or be distributed with components provided with separate legal notices or
terms that accompany the components, such as an Open Source Software License or other third-party license. The components
are subject to the applicable other licenses, including any proprietary notices, disclaimers, requirements and extended use
rights; except that this Agreement will prevail regarding the use of third-party Open Source Software License, unless a
third-party Open Source Software License requires its license terms to prevail. “Open Source Software License” means any
software, data or documentation subject to any license identified as an open source license by the Open Source Initiative
(https://opensource.org), Free Software Foundation (https://www.fsf.org) or other similar open source organization or listed
by the Software Package Data Exchange (SPDX) Workgroup under the Linux Foundation (https://www.spdx.org).

5. Trademarks. This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names
of NVIDIA, except as required for reasonable and customary use in describing the origin of the Model and reproducing the
content of the “Notice” text file.

6. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, NVIDIA provides the Model on an
“AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any
warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely
responsible for determining the appropriateness of using or redistributing the Model, Derivative Models and outputs and
assume any risks associated with Your exercise of permissions under this Agreement.

7. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or
otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, will
NVIDIA be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any
character arising as a result of this Agreement or out of the use or inability to use the Model, Derivative Models or outputs
(including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all
other commercial damages or losses), even if NVIDIA has been advised of the possibility of such damages.

8. Indemnity. You will indemnify and hold harmless NVIDIA from and against any claim by any third party arising out of or
related to your use or distribution of the Model, Model Derivatives or outputs.

9. Feedback. NVIDIA appreciates your feedback, and You agree that NVIDIA may use it without restriction or compensation to You.

10. Governing Law. This Agreement will be governed in all respects by the laws of the United States and the laws of the State
of Delaware, without regard to conflict of laws principles or the United Nations Convention on Contracts for the International
Sale of Goods. The state and federal courts residing in Santa Clara County, California will have exclusive jurisdiction over
any dispute or claim arising out of or related to this Agreement, and the parties irrevocably consent to personal jurisdiction
and venue in those courts; except that, either party may apply for injunctive remedies or an equivalent type of urgent legal
relief in any jurisdiction.

11. Trade and Compliance. You agree to comply with all applicable export, import, trade and economic sanctions laws and
regulations, as amended, including without limitation U.S. Export Administration Regulations and Office of Foreign Assets
Control regulations. These laws include restrictions on destinations, end-users and end-use.

(v August 21, 2025)