VicoVR SDK Terms
This is the VicoVR SDK License Agreement (the "License Agreement").
1.1 The VicoVR Software Development Kit (referred to in the License Agreement as the "VicoVR SDK" and specifically including the VicoVR sample files, packaged APIs, and library files) is licensed to you subject to the terms of the License Agreement. The License Agreement forms a legally binding contract between you and in relation to your use of the VicoVR SDK.
1.2 "3DiVi" means 3DiVi., Inc., a Delaware corporation with principal place of business at 3430, W. Bayshore Rd. Palo Alto, CA 94303, United States.
2. Accepting the License Agreement
2.1 By using the VicoVR SDK, you hereby agree to the terms of the License Agreement.
2.2 You may not use the VicoVR SDK and may not accept the License Agreement if you are a person barred from receiving the VicoVR SDK under the laws of the United States or other countries including the country in which you are resident or from which you use the VicoVR SDK.
2.3 If you will use the VicoVR SDK internally within your company or organization you agree to be bound by the License Agreement on behalf of your employer or other entity, and you represent and warrant that you have full legal authority to bind your employer or such entity to the License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the VicoVR SDK on behalf of your employer or other entity without authorized acceptance of the License Agreement by your employer or other relevant entity.
3. VicoVR SDK License from 3DiVi
3.1 Subject to the terms of the License Agreement, 3DiVi grants you a royalty-free, non- assignable, non-exclusive, non-sublicensable, limited, revocable license to use the VicoVR SDK, personally or internally within your company or organization, solely to develop applications for VicoVR Authorized Hardware.
3.2 You agree that 3DiVi or third parties own all legal right, title and interest in and to the VicoVR SDK, including any Intellectual Property Rights that subsist in the VicoVR SDK. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. VicoVR reserves all rights not expressly granted to you.
3.3 You may not use the VicoVR SDK for any purpose not expressly permitted by the License Agreement.
3.4 You may not use the VicoVR SDK with VicoVR Game Edition Sensor.
3.5 Use, reproduction and distribution of components of the VicoVR SDK licensed under an open source software license are governed solely by the terms of that open source software license and not the License Agreement. You agree to remain a licensee in good standing in regard to such open source software licenses under all the rights granted and to refrain from any actions that may terminate, suspend, or breach such rights.
3.6 You agree that the form and nature of the VicoVR SDK that 3DiVi provides may change without prior notice to you and that future versions of the VicoVR SDK may be incompatible with applications developed on previous versions of the VicoVR SDK. You agree that 3DiVi may stop (permanently or temporarily) providing the VicoVR SDK (or any features within the VicoVR SDK) to you or to users generally at 3DiVi's sole discretion, without prior notice to you.
3.7 Nothing in the License Agreement gives you a right to use any of 3DiVi's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
3.8 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the VicoVR SDK.
4. Use of the VicoVR SDK by You
4.1 3DiVi agrees that nothing in the License Agreement gives 3DiVi any right, title or interest from you (or your licensors) under the License Agreement in or to any software applications that you develop using the VicoVR SDK, including any Intellectual Property Rights that subsist in those applications.
4.2 You agree to use the VicoVR SDK and write applications only for purposes that are permitted by (a) the License Agreement, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
4.3 The VicoVR SDK is in development, and your testing and feedback are an important part of the development process. By using the VicoVR SDK, you acknowledge that implementation of some features are still under development and that you should not rely on the VicoVR SDK having the full functionality of a stable release.
5. Your Developer Credentials
You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by VicoVR or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.
6. Privacy and Information
6.1 In order to continually innovate and improve the VicoVR SDK, 3DiVi may collect certain usage statistics from the software including but not limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the VicoVR SDK are being used and how they are being used.
7. Third Party Applications
7.1 If you use the VicoVR SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that 3DiVi is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that 3DiVi is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.
7.2 You should be aware the data, content, and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.
7.3 You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this License Agreement does not affect your legal relationship with these third parties.
8. Terminating the License Agreement
8.1 This License Agreement will continue to apply until terminated by either you or 3DiVi as set out below.
8.2 If you want to terminate this License Agreement, you may do so by ceasing your use of the VicoVR SDK and any relevant developer credentials.
8.3 3DiVi may at any time, terminate this License Agreement with you if:
(A) you have breached any provision of this License Agreement; or
(B) 3DiVi is required to do so by law; or
(D) 3DiVi decides to no longer provide the VicoVR SDK or certain parts of the VicoVR SDK to users.
8.4 When this License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and 3DiVi have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 13.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE VicoVR SDK IS AT YOUR SOLE RISK AND THAT THE VicoVR SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM 3DiVi.
9.2 YOUR USE OF THE VicoVR SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VicoVR SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT THE VicoVR SDK IS NOT A STABLE RELEASE AND MAY CONTAIN ERRORS, DEFECTS AND SECURITY VULNERABILITIES THAT CAN RESULT IN SIGNIFICANT DAMAGE, INCLUDING THE COMPLETE, IRRECOVERABLE LOSS OF USE OF YOUR COMPUTER SYSTEM OR OTHER DEVICE.
9.3 3DiVi FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT 3DiVi, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT VicoVR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless 3DiVi, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) your use of the VicoVR SDK, (b) any application you develop on the VicoVR SDK that infringes any Intellectual Property Rights of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you of the License Agreement.
12. Changes to the License Agreement
3DiVi may make changes to the License Agreement as it distributes new versions of the VicoVR SDK. When these changes are made, VicoVR will make a new version of the License Agreement available on the website where the VicoVR SDK is made available.
13. General Legal Terms
13.1 The License Agreement constitutes the whole legal agreement between you and 3DiVi and governs your use of the VicoVR SDK (excluding any services which 3DiVi may provide to you under a separate written agreement), and completely replaces any prior agreements between you and 3DiVi in relation to the VicoVR SDK.
13.2 You agree that if 3DiVi does not exercise or enforce any legal right or remedy which is contained in the License Agreement (or which 3DiVi has the benefit of under any applicable law), this will not be taken to be a formal waiver of 3DiVi's rights and that those rights or remedies will still be available to 3DiVi.
13.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the License Agreement is invalid, then that provision will be removed from the License Agreement without affecting the rest of the License Agreement. The remaining provisions of the License Agreement will continue to be valid and enforceable.
13.4 You acknowledge and agree that each member of the group of companies of which 3DiVi is the parent shall be third party beneficiaries to the License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the License Agreement.
13.5 EXPORT RESTRICTIONS. THE VicoVR SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE VicoVR SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
13.6 The License Agreement may not be assigned or transferred by you without the prior written approval of 3DiVi, and any attempted assignment without such approval will be void. You shall not delegate your responsibilities or obligations under the License Agreement without the prior written approval of VicoVR.
13.7 The License Agreement, and your relationship with 3DiVi under the License Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and 3DiVi agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the License Agreement. Notwithstanding this, you agree that 3DiVi shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.