StriVR Labs, Inc. (“Strivr,” “our,” “us,” or “we”) and any related testing environments (collectively, the
“Developer Portal”). Through the Developer Portal, you will also have access to technical
documentation, sample code, and other materials related to Strivr’s API. “API” means an application
programming interface that supports interoperation of applications with Strivr’s proprietary software
services, and any accompanying or related documentation, source code, executable applications,
content, data and other materials made available by Strivr, including, without limitation, through its
Developer Portal. This Agreement is binding between you (“you” or “your” defined as the individual or
business entity that is accessing the Developer Portal) and Strivr (each, a “Party” and collectively, the
“Parties”). If there is a conflict between this Agreement and any separate agreement that is applicable
to a specific API, the terms of such API specific agreement will control in resolving that conflict.
Strivr reserves the right, in its sole discretion, to modify or replace this Agreement at any time. By
continuing to use the Developer Portal, you agree to the most recent version of the Agreement.
1. Developer Portal Access
Strivr, in its sole discretion, may decide to grant you access to the Developer Portal. If you are granted
access, the Developer Portal will provide you with the API and other tools for use within our testing
environments. Such testing environments shall only contain non-production or “dummy” data, which
will allow you to test virtual reality content, software applications or interfaces that may interact with
the API (“Content”). All activity conducted in the various test environments are simulated. This
Agreement does not grant you any right to use the API for production purposes, or any other purpose
beyond the testing and development expressly described in this Agreement.
2. Grant of License
In accordance with this Agreement and any associated documentation, we hereby grant to you a
revocable, non-exclusive, non-sublicensable, and non-transferable, limited license to access the
Developer Portal and API for the purposes of developing and testing Content. This license and your use
of the Developer Portal are also subject to all instructions and documentation we may make available in
connection with the Developer Portal. This Agreement relates solely to developing, testing, and using
Content in our testing environments and does not grant you any right to authorize individuals outside
your legal entity to access or use the Developer Portal. If you violate this Agreement, this license will
3. Your Representations and Warranties:
You represent and warrant that:
- The information you provide us in connection with your registration and use of the Developer
Portal and API is true and correct; If you are using the Development Portal on behalf of another person or entity, you have the
right and authority to bind that person or entity to this Agreement; and
- You own or have properly licensed all rights necessary to test, develop, and use the Content.
You further represent and warrant to that you will not and shall not permit any other person to:
- Use the Developer Portal or API beyond the scope of the license granted under this Agreement;
- Modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or
improvements of the Developer Portal or API;
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make
available the Developer Portal or API on the internet or any time-sharing, service bureau,
software as a service, cloud or other technology or service;
- Reverse engineer, disassemble, decompile, decode, or adapt the Developer Portal or API, or
otherwise attempt to derive or gain access to the source code of the Developer Portal or API, in
whole or in part;
- Distribute, bypass, or breach any security device or protection used for or contained on or in the
Developer Portal or API;
- Remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change
any trademarks, terms of the documentation, warranties, disclaimers, or intellectual property
rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to
the Developer Portal or API;
- Perform an action that introduces or with the intent of introducing to our systems, products or
services any viruses, worms, defects, trojan horses, malware or any items that may interfere
with, impair, disrupt, destroy or adversely affect any of Strivr’s systems, products or services;
- Use the Developer Portal or API in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any intellectual property right or other right of any
person, or that violates any applicable law;
- Use the Developer Portal or API for the purposes of: (i) benchmarking or competitive analysis;
(ii) developing, using or providing a competing software product or service; or (iii) any other
purpose that is to our detriment or commercial disadvantage; or
- Use the Developer Portal or API in or in connection with the design, construction, maintenance,
operation or use of any hazardous environments, systems or applications, any safety response
systems or other safety-critical applications, or any other use or application in which the use or
failure could lead to personal injury or severe physical or property damage.
4. Proprietary Rights
Reservation of Rights
You retain your ownership rights in your Content, except to the extent integrating the Strivr SDK
(integration of which is governed by the Strivr SDK License Agreement). We and our subsidiaries and
affiliates reserve and shall retain all right, title, and interest, including all intellectually property rights, in
the content, features, and functionality made available on or through the Developer Portal, including
but not limited to the API, all information, documentation, services and branding, and all improvements,
enhancements, modifications, and derivative works thereto, except as expressly granted to you in thisAgreement. All of our rights not expressly granted by this Agreement are hereby retained. You agree not
to challenge, directly or indirectly, any of our rights or interests in the Developer Portal, API, or
documentation, nor the validity or enforceability of our rights under applicable law.
If you provide Strivr with any ideas or suggestions that may enhance or otherwise improve the
Developer Portal, API or Strivr's services (“Feedback”), Strivr may, in its sole discretion, decide to
incorporate some or all of such Feedback. Strivr shall own all right, title and interest in any such
Feedback as incorporated into the services. The submission or acceptance of such Feedback shall not be
interpreted as a commitment by Strivr to incorporate the idea into the Developer Portal, API, services or
any future functionality.
The Developer Portal is designed to help you enhance your Content. You agree that we may monitor
and/or audit your use of the Developer Portal and API to ensure quality, improve our products and
services, and verify your compliance with this Agreement and any related documentation. You will not
seek to block or otherwise interfere with our monitoring or audit, and we may use technical means to
overcome any methods you may use to block or interfere with such monitoring or audit. We may set,
enforce and advise you of limits on your use of the APIs at our sole discretion. You agree to adhere and
respect such limitations. We may suspend access to the Developer Portal without notice if we
reasonably believe that you are in violation of the terms of this Agreement.
6. Support and Maintenance
You acknowledge that we have no responsibility for providing you with any support for the Developer
Portal or API, and that we are under no obligation to provide or create any updates, upgrades, or
enhancements to the Developer Portal or API.
Notwithstanding the foregoing, we reserve the right to modify the Developer Portal, API, permitted API
calls, databases, test environments, permitted uses under this Agreement, and any of the benefits
and/or features provided through or in connection with this Agreement at any time with or without
notice. You acknowledge that the foregoing modifications may require you to make changes to your
products and services to continue to be compatible with, or interface with, the API or to access or use
products and services available in or through the API.
You and your authorized developers and users will not share your Developer Portal credentials
(including, but not limited to confidential usernames and passwords used to access the Developer
Portal) and will reasonably and appropriately restrict access to your developer accounts. You are
responsible for maintaining the confidentiality and security of such credentials and for any use, activities
or actions taken under your account. You will immediately notify us of any breach or disclosure of your
credentials and of any unauthorized access to or use of your credentials. You may not sell, transfer,
sublicense, or otherwise disclose your credentials or use credentials for any other purpose than as
authorized under this Agreement. You are responsible for maintaining up-to-date and accurate
information (including a current e-mail address and other required contact information) for your
accounts.Our communications to you and our API may contain Strivr confidential information. Strivr confidential
information includes any materials, communications, software and information that are marked
confidential or that would normally be considered confidential under the circumstances. If you receive
any such information, then you will not disclose it to any third party without our prior written consent.
Strivr confidential information does not include information that you independently developed, that was
rightfully given to you by a third party without confidentiality obligations, or that becomes public
through no fault of your own. You may disclose Strivr confidential information when compelled to do so
by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
At all times, your Content and your use of the Developer Portal and API will comply with all applicable
law, regulations and best practices concerning privacy, data protection and on demand or downloadable
which is hereby incorporated into and deemed part of this Agreement.
9. Strivr’s Development Rights
You acknowledge and agree that we may independently create apps, content, and other products or
services that may be similar to or competitive with your Content and their content. Nothing in this
Agreement will restrict or prevent us from creating and fully exploiting such apps, content, and other
items, without any obligation to you.
10. Relationship of the Parties
The Parties are independent contractors, and nothing in this Agreement will be construed as creating an
employer-employee relationship, a partnership, or a joint venture between the Parties. Neither Party is
an agent of the other, and neither Party is authorized to make any representation, contract, or
commitment on behalf of the other Party. No term of this Agreement will be construed to confer any
third-party beneficiary rights on any non-party.
You will indemnify, defend, and hold harmless Strivr, its subsidiaries, affiliates, directors, officers,
agents, employees, advertisers, vendors, suppliers, and licensors from and against any and all claims,
actions, liabilities, damages (actual and consequential), losses, fines, and expenses (including reasonable
attorneys’ fees) arising from or in any way related to:
- Your participation in the Developer Portal;
- Your Content and any access to or use thereof by you or an end user;
- Your breach of any provision of this Agreement; or
- Trademarks, service marks, names, logos, avatars and similar identifiers, and all other
intellectual property you provide in connection with the Developer Portal.
In addition to any defense provided by you, we may, at our expense, retain our own counsel and
participate in such defense (and any settlement). If you do not promptly assume our defense against any
claim upon receiving notice of the claim, we reserve the right to undertake our own defense at yourexpense. You may not enter into any stipulated judgment or settlement that purports to bind us without
our prior express written authorization, which will not be unreasonably withheld or delayed.
12. Limitation of Liability
STRIVR AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES
ARE NOT AND SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER. YOU WAIVE ANY AND ALL
CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU OR ANY THIRD PARTY MAY HAVE AGAINST US
OR OUR SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR REPRESENTATIVES ARISING
OUT OF THE DEVELOPER PORTAL, API, OR ANY CONTENT OR INFORMATION PROVIDED TO YOU UNDER
THIS AGREEMENT. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY EXCEPT TO THE EXTENT
EXPRESSLY PRECLUDED BY APPLICABLE LAW.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE DEVELOPER PORTAL, API, DOCUMENTATION AND
ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND
ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU
ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, TIMELY, SECURE,
We may, in our sole discretion, refuse to issue credentials, revoke your access to the Developer Portal,
suspend Content, discontinue your participation in the Developer Portal, or terminate this Agreement at
any time. We will attempt to provide notice where possible of any such action, but reserve the right to
do so without prior notice. On termination of this Agreement for any reason, the rights and licenses
granted to you will immediately terminate.
Your breach of this Agreement relating to the licenses we grant to you and your use of any and all
information we provide to you in connection with this Agreement may result in irreparable harm and
permanent injury to us for which monetary damages would be an inadequate remedy. In such
circumstances, we will be entitled to seek and obtain, without the posting of a bond, in addition to all
other remedies available to us, at law or in equity, immediate injunctive relief to prevent or stop any
breach of those provisions.
15. Export Restrictions
In connection with your use of the Developer Portal and API, you are solely responsible for complying
with all applicable export, re-export, and import control laws and regulations of all applicable
jurisdictions, including but not limited to those of the U.S. Department of Commerce and the US Export
Administration Act (and its associated regulations).
16. Governing LawThis Agreement will be construed, interpreted, and performed exclusively according to the laws of the
State of California, United States of America, without giving effect to any principles of conflicts of law.
If any provision of this Agreement is held to be void or unenforceable in any jurisdiction, such
ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in any