IMMERSION-VRELIA SDK LICENSE: TERMS AND CONDITIONS
PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: The Immersion-Vrelia Software Development Kit (“IMVR SDK”) requires a license prior to any use. The IMVR SDK license agreement (referred to hereinafter simply as “Agreement”) is a legal agreement between (a) you (either as an individual or a single entity) and (b) Immersion-Vrelia Inc. (“IMVR”) that governs your use of the IMVR SDK. All Immersion-Vrelia products will be referred to herein as “IMVR Products”. Software provided by third parties and used with the IMVR SDK may be subject to a separate license. The term “Software Product” means computer software and may include associated media, printed materials and “online” or electronic documentation. In order to use the IMVR SDK, you must first agree to this Agreement. You may not use the IMVR SDK if you do not accept this Agreement.
BY CLICKING “I AGREE” YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. GRANT OF LICENSE.
IMVR grants you the following limited, non-exclusive, non-sublicenseable, royalty free, rights to use the IMVR SDK, provided that you agree to and comply with all terms and conditions of this Agreement:
- Use. You may use the IMVR SDK only as integrated with an IMVR Product and only on a single computer at one time (“Your Computer”) for the purpose of designing, developing and testing only.
- You agree that IMVR or third parties own all legal right, title and interest in and to the IMVR SDK, including any Intellectual Property Rights that subsist in the IMVR 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. IMVR reserves all rights not expressly granted to you.
- You may not use the IMVR SDK for any purpose not expressly permitted by this Agreement. Except to the extent required by applicable third party licenses, you may not: (a) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the IMVR SDK or any part of the IMVR SDK; or (b) load any part of the IMVR SDK onto a mobile handset or any other hardware device except a personal computer, combine any part of the IMVR SDK with other software, or distribute any software or device incorporating a part of the IMVR SDK.
- You agree that the form and nature of the IMVR SDK that IMVR provides may change without prior notice to you, and that future versions of the IMVR SDK may be incompatible with applications developed on previous versions of the IMVR SDK. You agree that IMVR may stop (permanently or temporarily) providing the IMVR SDK (or any features within the IMVR SDK) to you or to users generally at IMVR’s sole discretion, without prior notice to you.
- Nothing in this Agreement gives you a right to use any of IMVR’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
- IMVR agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in, or to, any software applications that you develop using the IMVR SDK, including any intellectual property rights that subsist in those applications.
- You agree that you are solely responsible for (and that IMVR has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display, and for the consequences of your actions (including any loss or damage which IMVR may suffer) by doing so.
- You agree that you are solely responsible for (and that IMVR has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which IMVR or any third party may suffer) of any such breach.
- You acknowledge that this IMVR SDK contains certain technologies protected by United States patents (Patents) owned by or exclusively licensed to Technoview IP Inc. A list of such patents may be found at www.technoview.com/patents. You agree not to conduct, cause, consent or permit others to sublicense, lease, rent, loan, transfer, or distribute the IMVR SDK, or any portion, extract, selection, arrangement, adaptation, compilation, or derivative thereof, to any third party.
- You further acknowledge and agree that all Software Products developed and distributed by you for commercial value that are based upon the IMVR SDK or the Patents will be subject to a separate royalty-based license to be entered into between you and Technoview IP Inc.
2. ADDITIONAL SOFTWARE. The terms of this Agreement applies to updates or supplements to the original Software Product provided by IMVR unless IMVR provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.
3. LIMITATION ON REVERSE ENGINEERING. You may not reverse engineer, decompile, disassemble or create derivative works of the IMVR SDK, except and only to the extent that the right to do so is mandated under applicable law. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this IMVR SDK. Unauthorized copying of the IMVR SDK or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to IMVR for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.
4. TERM. This IMVR SDK is effective unless terminated or rejected. This IMVR SDK will also terminate upon conditions set forth elsewhere in this IMVR SDK or if you fail to comply with any term or condition of this IMVR SDK.
5. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE IMVR SDK IS AT YOUR SOLE RISK AND THAT THE IMVR SDK IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM IMVR. YOUR USE OF THE IMVR SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE IMVR 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. IMVR 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.
6. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IMVR, 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 IMVR OR ITS REPRESENTATIMVRES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
7. INDEMNIFICATION. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless IMVR, 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 IMVR SDK, (b) any application you develop on the IMVR SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this Agreement.
8. COMPLIANCE WITH EXPORT LAWS. You shall comply with all laws and regulations of the United States and other countries (“Export Laws”) to ensure that the IMVR SDK is not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
9. CAPACITY AND AUTHORITY TO CONTRACT. You represent that you are of the legal age of majority in your state, province jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract.
11. APPLICABLE LAW. This IMVR SDK is governed by the laws of California and the United States without regard to its conflict of laws provisions.
11. ENTIRE AGREEMENT. This License Agreement constitutes the whole legal agreement between you and IMVR and governs your use of the IMVR SDK (excluding any services which IMVR may provide to you under a separate written agreement), and completely replaces any prior agreements between you and IMVR in relation to the IMVR SDK.
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