This SDK License Agreement (this “Agreement”) is a legal agreement between the licensee that accepts this Agreement, either an individual or on behalf of an entity (“Licensee,” “you” or “your”), and Strivr Labs, Inc. (“STRIVR”) for the STRIVR Software Development Kit and any and all documentation and materials provided or made available therewith (the “Software”). BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR YOUR ENTITY (AS APPLICABLE). BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE IN ANY MANNER, YOU AGREE THAT YOU OR YOUR ENTITY, AS APPLICABLE, SHALL BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. Grant of License
Subject to the following terms and conditions, STRIVR grants to Licensee a limited, non-exclusive, non-transferable, revocable license to use the Software in the form provided, solely to create virtual reality content for use in conjunction with certain STRIVR Products or Services (“License”). This License is not a sale. Licensee may not rent, lease, lend, or distribute the Software or any portion thereof. This Agreement applies to updates or supplements to the original Software, unless STRIVR provides other terms along with the update or supplement. Licensee shall not export the Software or use the Software for any purposes not expressly permitted here in or otherwise prohibited by applicable law.
2. Reservation of Rights
a. Trademarks. Nothing in this Agreement gives Licensee a right to use any of STRIVR’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
b. Developed Content. Licensee may use the Software to develop custom or off-the-shelf virtual reality content for use in conjunction with STRIVR products and services (the “Developed Content”). Subject to those rights reserved by STRIVR in and to the Software, STRIVR agrees that it obtains no right, title or interest from Licensee under this Agreement in or to any Developed Content that Licensee creates using the Software. STRIVR reserves the right to review and remove Developed Content that, in our sole discretion, does not comply with our terms of use or that we otherwise determine is inappropriate. You agree that you shall have not have any claims against us in connection with our rejection or removal of such Developed Content. In addition, we reserve the right to terminate access to STRIVR’s Products and Services and disable any associated account in the event you violate this Agreement or otherwise violated our terms of use.
c. Updates, Upgrades. Licensee agrees that the form and nature of the Software that STRIVR provides may change without prior notice to you and that future versions of the Software may be incompatible with Developed Content developed on previous versions of the Software. You agree that STRIVR may stop providing the Software (or any features within the Software) to you or to users generally at STRIVR’ sole discretion, without prior notice to you. STRIVR shall have no obligation to support the Software or any content developed by you using the Software. STRIVR is under no obligation to provide any error corrections or updates to the Software under this Agreement. You shall be responsible for providing all technology and other support related to the Developed Content.
3. Additional Restrictions and Obligations
- You may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, create other works from or disassemble, the Software or any part of the Software
- You may not use the Software in connection with any Developed Content that promotes illegal gambling, adult media (e.g., pornography), inflammatory content, violence, political agendas and/or any known associates with hate, criminal or terrorist activities, discrimination, racism, harassment or hate speech, pirated content or content that violates a party’s intellectual property rights, firearms or ammunition or any other product or activity that is illegal in any applicable jurisdiction.
- You may not use the Software to (i) create any Developed Content, software or service containing any malicious or harmful code, (ii) damage, detrimentally interfere with, intercept or misappropriate any system or data or (iii) in violation of applicable law.
- You agree to be bound by the terms of use applicable to STRIVR’s websites, products and services.
- You may place certain license and/or use restrictions on a user’s use of the Developed Content, including, without limitation, the number of individuals who may view or train on the Developed Content. You warrant and agree that you will provide accurate and truthful information to STRIVR and to the users regarding any such restrictions and will be solely responsible for monitoring such restrictions and ensuring compliance therewith. STRIVR expressly disclaims any responsibility for the Developed Content and enforcing any such restrictions.
4. Data
If you use the Software to in connection with applications developed by you or another third-party or that access data, content or resources provided by you or another third party, you agree that STRIVR is not responsible for those applications, data, content or resources. You understand that all data, content or resources that you may access through such applications are the sole responsibility of the person from which they originated and that STRIVR is not liable for any loss or damage that you may experience as a result of the use or access thereto. You agree that you will protect the privacy and legal rights of your users, prominently display a privacy policy that describes to your users the information that is collected by you and you application and how such information is used and shared. You will maintain and process all user data in accordance with your privacy policy and all applicable laws and regulations in any counties in which your application is distributed or used. STRIVR will collect, process and store certain data through the SDK, including, but not limited to, usage data and telemetry data. As between you and STRIVR, STRIVR owns all rights, title and interest in and to any data collected through the SDK and such data may be used for all business purposes and shared with STRIVR’s customers. STRIVR also collects certain data through its websites. The collection and use of such data is specified in STRIVR’s PRIVACY POLICY
5. Disclaimer of Warranties
OU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. STRIVR HAS NO OBLIGATION TO PROVIDE SUPPORT FOR THE SOFTWARE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STRIVR DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY AND NON-INFRINGEMENT. You are solely responsible for (i) the operation and maintenance of the Developed Content, (ii) ensuring that the Developed Content is suitable for the users’ purposes, (iii) the content of the Developed Content and ensuring that you have obtained all necessary ownership and licenses related thereto.
6. Limitation of Liability and Remedies
LICENSEE ASSUMES THE ENTIRE RISK OF USING THE SOFTWARE. IN NO EVENT SHALL STRIVR BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL, WHICH MAY RESULT FROM THE USE OF THE SOFTWARE OR ANY CONTENT DEVELOPED USING THE SOFTWARE. IN NO EVENT WILL STRIVR’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (A) THE ACTUAL AMOUNT PAID BY YOU TO STRIVR FOR THE SDK AND (B) $50USD.
7. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless STRIVR, 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 attorneys’ fees) relating to (i) your use of the Software, (ii) any Developed Content you develop using the Software, including a claim that such content infringes or threatens to infringe any intellectual property right of any person, and (iii) any non-compliance by you with this Agreement.
8. Termination
This Agreement is effective until terminated. You may terminate the License at any time by destroying the Software, together with all copies thereof. The License will also automatically terminate if you fail to comply with any term or condition of this Agreement. STRIVR may terminate the License at any time at its sole discretion. Upon termination of the License, you agree to destroy the Software, together with all copies thereof.
9. Assignment and Delegation
The rights and duties or obligations granted or created under this Agreement may not be assigned, transferred or delegated by Licensee
10. Applicable Law
This Agreement is governed by the laws of the State of California, without reference to any conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts in Santa Clara County, California
11. Entire Agreement
This Agreement is the entire agreement between Licensee and STRIVR relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement. This Agreement may be amended unilaterally by STRIVR from time to time upon written notice from STRIVR. Any such amendment will become effective 30 days after the date on which notification of such amendments have been emailed to Licensee at the email address listed below. If you continue to use the Software after expiration of the 30 days from the date on which such amendments have been sent, you agree to be bound by the amended terms of this Agreement, without reservation.