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- OCULUS UTILITIES SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT
-
- 1. INTRODUCTION This Oculus Utilities Software Development Kit License Agreement
- (“License”) forms a legally binding contract between you and Facebook
- Technologies, LLC formerly known as Oculus VR, LLC (“Oculus”) and governs your
- use of the Oculus Utilities Software Development Kit (“Utilities SDK”). In order
- to obtain and use the Utilities SDK, you must first agree to the terms and
- conditions of this License. If you agree to the terms and conditions of this
- License, you may use the Utilities SDK. If you do not agree to the terms and
- conditions of this License, then you may not use the Utilities SDK. PLEASE READ
- THIS LICENSE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS
- LICENSE CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL
- WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO
- RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY CLICKING ACCEPT
- OR USING, DOWNLOADING OR COPYING THE UTILITIES SDK, YOU SIGNIFY THAT YOU HAVE
- READ, UNDERSTOOD AND HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF
- THIS LICENSE.
-
- 2. ELIGIBILITY By entering into this License with Oculus, you represent and
- warrant that you are not a person with whom Oculus is prohibited from
- transacting business under applicable law, nor are you a person who Oculus has
- previously denied access to or use of the Utilities SDK. If you will use the
- Utilities SDK on behalf of your employer or other company, organization,
- educational institution or any governmental agency, instrumentality or
- department (your “Entity”), you represent and warrant that you have full legal
- authority to bind your Entity to all of the terms and conditions of this
- License. If you do not have the requisite authority to so bind your Entity, you
- may not accept this License or use the Utilities SDK on behalf of your Entity.
-
- 3. UTILITIES SDK LICENSE
-
- 3.1. License. Subject to the terms and conditions of this License, Oculus hereby
- grants to you a limited, worldwide, freely revocable, non-exclusive,
- non-transferable, sublicensable, fully paid-up royalty-free license under
- Oculus’ copyright rights to:
-
- (a) store, use, reproduce, and redistribute (subject to the restrictions below)
- the software contained in the Utilities SDK (including, but not limited to
- OVRPlugin binary files, models, and Utilities Code (as defined below)) solely to
- design, develop, test, and run your engines, tools, applications, content, games
- and demos (collectively and generally referred to as “Developer Content”) to be
- used in connection with any and all compatible software or hardware (including,
- without limitation and by way of example, with commercial headsets, mobile
- tablets or phones) made available by Oculus or any third parties;
-
- (b) use, reproduce, modify, distribute, and create derivative works of the
- following named folders in the Utilities SDK: Prefabs, Resources, Scenes,
- Scripts, and Shader (collectively, “Utilities Code”) to internally design,
- develop and test Developer Content, and (ii) incorporate such Utilities Code and
- any such modifications, in whole or in part, into your Developer Content
- developed through your use of the Utilities SDK; and
-
- (c) use any documentation made available by Oculus to you in connection with the
- Utilities SDK solely in connection with your exercise of the licenses and rights
- granted in this License.
-
- 3.2. License Restrictions. You may not use the Utilities SDK for any purpose not
- expressly permitted by this License. Without in any way limiting the foregoing
- restriction, except as expressly permitted in this License, you agree not to (or
- enable any third party to):
-
- (a) modify or create any derivative works of the Utilities SDK other than the
- Utilities Code;
-
- (b) work around any technical measures in the Utilities SDK, or use the
- Utilities SDK (alone or in conjunction with any device, program or service) in
- an attempt to circumvent any technical measures employed by or for Oculus or any
- third party to control access to, or any rights in, any content, file or other
- work;
-
- (c) decompile, reverse engineer, disassemble, decipher, translate or otherwise
- attempt to derive or access any source code of the Utilities SDK or any part of
- the Utilities SDK (other than any component of the Utilities SDK that is made
- available by Oculus in source code form), or any other software or firmware
- provided to you by Oculus (except as and only to the extent the foregoing
- restriction is prohibited by applicable law);
-
- (d) publish, rent, lease, lend, sell, sublicense, distribute, transfer, disclose
- or otherwise provide the Utilities SDK;
-
- (e) remove, obscure or alter any proprietary notices on or in the Utilities SDK
- or any Oculus license terms, policies or terms of service or any links to or
- notices thereto;
-
- (f) use the Utilities SDK in connection with the development or transmission of
- any malware, viruses, hacks, bots, Trojan horses or other harmful or malicious
- code;
-
- (g) use the Utilities SDK (i) to infringe or violate any rights of Oculus, any
- of its affiliates or any third party or (ii) in any way that does not comply
- with all applicable laws (including, without limitation, all applicable export,
- import, privacy and data security laws);
-
- (h) use the Utilities SDK in any way that interferes with, disrupts, damages or
- accesses in any manner not expressly authorized by Oculus, or accesses for any
- purpose not expressly authorized by Oculus, any services, networks, other
- properties, data or information of Oculus or any of its affiliates or any third
- party;
-
- (i) use the Utilities SDK in any manner other than to enhance your Developer
- Content or the functionality thereof in accordance with Section 3.1;
-
- (j) develop any Developer Content or other application or software that could
- (i) disable, hack or otherwise interfere with any authentication, content
- protection, digital signing, digital rights management, security or verification
- mechanisms or (ii) disable, override or otherwise interfere with any device,
- system or software, including any device, system or software intended to notify
- an end user that such end user’s personal information is being collected,
- transmitted, stored, maintained, processed or used;
-
- (k) use the Utilities SDK to (i) defame, abuse, harass, stalk, bully or threaten
- any third party or (ii) promote or facilitate any prohibited or illegal
- activities;
-
- (l) enable any functionality in your Developer Content that would generate
- excessive traffic over any network or servers of Oculus or any of its affiliates
- or any third party that would negatively impact the experience of any user of
- any product or service of Oculus or any of its affiliates (or of any third party
- made available through any network or service of Oculus or any of its
- affiliates), or otherwise interfere with, limit or restrict the operation of any
- servers or networks of Oculus or any of its affiliates;
-
- (m) use or encourage the use of the Utilities SDK for any mission critical,
- life-saving or ultra-hazardous activities; or
-
- (n) use or redistribute the Utilities SDK or any portion or component thereof in
- any manner that would cause the Utilities SDK or any portion or component
- thereof to become subject to the terms of any open source license.
-
- 3.3. Redistribution and Sublicense Restriction. Subject to the terms and
- conditions of this License, your license to redistribute and sublicense the
- Utilities SDK (or any portion thereof) is also expressly made subject to the
- following conditions:
-
- (a) You may sublicense and redistribute the Utilities SDK to your end users in
- whole for no charge or as part of a for-charge piece of Developer Content;
- provided that you may only license, sublicense or redistribute the Utilities
- SDK: (a) in its entirety; (b) solely in compiled binary executable form; and (c)
- solely as incorporated into your Developer Content;
-
- (b) You must include with all such redistributed or sublicensed Utilities SDK
- code the following copyright notice: “Copyright © Facebook Technologies, LLC and
- its affiliates. All rights reserved.”;
-
- (c) You must give any other recipients of the Utilities SDK a copy of this
- License as such recipients, licensees or sublicensees may only use the Utilities
- SDK subject to the terms of this License and such recipient's, licensee's or
- sublicensee's agreement to and acceptance of this License with Oculus;
-
- (d) Each sublicense you grant to your end users must be pursuant to a valid and
- enforceable license agreement that (i) includes an acknowledgement by such end
- user that the Utilities SDK is the proprietary property of Oculus or its
- licensors or contributors, (ii) ensures that neither Oculus nor any of its
- licensors or contributors has any obligations to such end user with respect to
- any the Utilities SDK and (iii) imposes obligations on such end user no less
- restrictive than your obligations under this License with respect to the use and
- protection of the Utilities SDK; and
-
- (e) the Utilities SDK includes a "LICENSE" text file (the "License Notice"), and
- any Utilities SDK distribution that you distribute must include a copy of this
- License with the License Notice. Notwithstanding the foregoing in this Section
- 3.3, you may grant to end users of your Developer Content a non-exclusive
- runtime sublicense to use the Utilities Code and any modifications of any
- Utilities Code incorporated into your Developer Content pursuant to and in
- accordance with this License: (a) solely in the form in which the Utilities Code
- is made available to you by Oculus; and (b) solely as incorporated into your
- Developer Content pursuant to and in accordance with this License (“Runtime
- Sublicense”). You agree to include a Runtime Sublicense with any of your
- Developer Content that incorporates any Utilities Code (or any modifications of
- any Utilities Code) that you provide, distribute or make available to any end
- user of such Developer Content. Each Runtime Sublicense you grant to an end user
- of your Developer Content must be granted pursuant to a valid and enforceable
- license agreement that: (i) includes an acknowledgement by such end user that
- the Utilities Code (and any modifications of any Utilities Code (other than
- modifications of the Utilities Code developed by you during the term of this
- License in accordance with Section 3.1 (“Developer Modified Utilities Code”)) is
- the proprietary property of Oculus or its licensors or contributors, (ii)
- ensures that neither Oculus nor any of its licensors or contributors has any
- obligations to such end user with respect to any Utilities Code (or any
- modifications of any Utilities Code) and (iii) imposes obligations on such end
- user no less restrictive than your obligations under this License with respect
- to the use and protection of the Utilities Code. If you incorporate any of the
- Utilities Code or Developer Modified Utilities Code into any of your Developer
- Content, you must include in or on all copies of such Developer Content a copy
- of this License and the following copyright notice (along with any other notices
- or license files that appear in or on the Utilities SDK): “Certain portions of
- the code are owned by Facebook Technologies, LLC. Copyright © Facebook
- Technologies, LLC. All rights reserved”.
-
- 3.4. Developer Content Rules, Restrictions and License.
-
- (a) You agree that as a condition of this License you will design and distribute
- your Developer Content to ensure that your Developer Content and any software
- required to use your Developer Content does not, and you will not, alter or
- interfere with the normal operation, behavior or functionality of the compatible
- hardware or software of Oculus or any third party. Without limiting the
- foregoing, in the case of Oculus hardware or software, you will ensure that your
- Developer Content and any software required to use your Developer Content does
- not alter or interfere with: (i) the behavior of the "Oculus button" and "XBox
- button" implemented by the Oculus system software; (ii) any on-screen messages
- or information; (iii) the behavior of the proximity sensor in the Oculus
- hardware implemented by the Oculus system software; (iv) any Oculus hardware or
- software security features; (v) end user's settings; or (vi) the Oculus Flash
- Screen Warnings. You also agree not to (i) commit any act, or enable, assist or
- instruct any third party to commit any act, intended to interfere with the
- normal operation of any compatible hardware or software of Oculus or any third
- party or (ii) provide any software to any users or developers that would induce
- breach of any Oculus’s or other software or hardware providers’ agreements or
- that contains any malware, viruses, hacks, bots, Trojan horses or other harmful
- or malicious code. You also agree that your Developer Content will not violate
- the Oculus Content Guidelines (available at
- https://developer.oculus.com/distribute/latest/concepts/publish-content-guidelines/).
-
- (b) Oculus may suspend operation of or remove any Developer Content that does
- not comply with the restrictions in this License.
-
- (c) You agree that Oculus may grant its employees and internal contractors the
- right to use, perform and display the Developer Content you provide to Oculus
- for user research, testing, evaluation and approval purposes, which shall be on
- a royalty-free basis.
-
- 4. OCULUS PLATFORM SERVICES
-
- 4.1. Definitions. For the purposes of this Section 4:
-
- (a) "Application Services" means services provided by Oculus associated with the
- Platform, including but not limited to in-app purchasing, multiplayer
- matchmaking, friends, leader boards, achievements, rooms, voice over IP and
- cloud saves, which list may be changed from time to time in Oculus' sole
- discretion.
-
- (b) "Oculus Platform Framework" means the suite of Oculus platform services,
- including but not limited to the Oculus file distribution and update system
- (enabling distribution and updates of Developer Content by Oculus, including
- through generated activation Keys), entitlement system, and account
- authentication, which list may be changed from time to time in Oculus' sole
- discretion.
-
- (c) "Platform" means the Oculus virtual reality platform, including but not
- limited to the user experience, user interface, store, and social features,
- usable on Oculus approved hardware or any third-party device or operating
- system, including but not limited to iOS, Android, Windows, OS X, Linux, and
- Windows Mobile.
-
- (d) "Platform Services" means the Oculus Platform Framework and the Application
- Services.
-
- 4.2. Oculus Platform Services. Oculus makes certain Platform Services available
- to you to include and enable in your Developer Content. Developer Content that
- enables or includes any Platform Service must implement the Oculus Platform
- Framework with that Developer Content. Once your Developer Content has been
- authorized for use of the Platform Services, you are not required to update your
- Developer Content to include new Platform Services Oculus may make available as
- part of the Oculus Platform Framework.
-
- 4.3. Key Provision and Redemption. If you request that Oculus generate
- activation keys for your Developer Content on the Platform ("Keys") and Oculus
- agrees, you hereby grant Oculus (i) the right to generate Keys for you and (ii)
- a license to make available, reproduce, distribute, perform, and display the
- Developer Content to end users who have submitted a Key to Oculus. Oculus agrees
- to authenticate and make Developer Content available to any end user supplying a
- valid Key (unless the Developer Content has been removed or withdrawn).
-
- 4.4. Limited Authorization. You hereby grant Oculus the limited authorization
- reasonably necessary for Oculus's exercise of its rights and performance of its
- obligations under this Section 4. You agree that Oculus may use its contractors
- and affiliates for the purposes of exercising its rights and licenses set forth
- in this Section 4.
-
- 4.5. Platform Services Requirements. You will not make any use of any API,
- software, code or other item or information supplied by Oculus in connection
- with the Platform Services other than to enhance the functionality of your
- Developer Content. You may not sublicense any software, firmware or other item
- or information supplied by Oculus in connection with the Platform Service for
- use by a third party, unless expressly authorized by Oculus to do so.
-
- 5. INTELLECTUAL PROPERTY RIGHTS
-
- 5.1. Ownership.
-
- (a) Oculus. As between you and Oculus, Oculus retains all rights (including all
- intellectual property rights), title and interest (subject to the license
- granted to you in Section 3.1 during the term of this License) in and to the
- Utilities SDK and any derivatives or modifications of the Utilities SDK,
- including all source code and object code of any of the foregoing (other than
- any Developer Modified Utilities Code). Oculus reserves all rights not expressly
- granted to you under this License.
-
- (b) Developer. For the sake of clarification, when you use the Utilities SDK in
- or with Developer Content, you retain all rights to: (i) your Developer Content,
- and (ii) Developer Modified Utilities Code; provided however, Oculus retains all
- rights to the Utilities SDK (including without limitation, any and all software
- contained therein), including those that may be incorporated into your Developer
- Content. Except as otherwise provided herein, you have no obligations to share
- or license Developer Content (including your source and object code) or any of
- your Developer Modified Utilities Code to Oculus or any third parties;
-
- 5.2. Additional Content. Oculus may include additional content in the Utilities
- SDK for demonstration, references or other purposes. Such content will be
- clearly marked in the Utilities SDK and is subject to any terms and conditions
- included with such content.
-
- 5.3. Publicity; Use of Trademarks. This License does not grant you or any
- third-party permission to use any of the trade names, trademarks, service marks,
- logos or product names of Oculus, except as required for reasonable and
- customary use in describing the origin of the Utilities SDK or reproducing the
- copyright or other notice required pursuant to Section 3.3. Neither the name of
- Oculus nor the name of any contributor, licensor, employee or contractor of
- Oculus may be used to endorse or promote any Developer Content or any other
- products, content or materials developed using the Utilities SDK without
- specific prior written permission of Oculus.
-
- 5.4. Feedback. You may, but are not obligated to, provide Oculus with comments
- or other feedback, suggestions or recommended improvements regarding the
- Utilities SDK or any other Oculus products or services (collectively,
- “Feedback”). You hereby grant Oculus a worldwide, non-exclusive, perpetual,
- irrevocable, royalty-free, fully paid-up, transferable, sublicensable (through
- multiple tiers of sublicenses) license to use, disclose, reproduce, modify,
- create derivatives of, license, distribute, provide and exploit any Feedback for
- any purpose whatsoever, without any obligation, limitation or restriction of any
- kind.
-
- 6. THIRD PARTY SOFTWARE OR MATERIALS Your use of any third-party software
- (including any open source software) or materials included in the Utilities SDK
- may be subject to other terms and conditions typically found in separate
- third-party license agreements or "READ ME" files included with such third-party
- software or materials. To the extent any of such other terms and conditions
- conflict with any of the terms and conditions of this License, such other terms
- and conditions applicable to such third-party software or materials will control
- solely with respect to such third-party software or materials (but to no other
- portion or component of the Utilities SDK).
-
- 7. INDEMNIFICATION You agree to defend, indemnify and hold harmless Oculus and
- its subsidiaries, agents, contributors, licensors, managers, and other
- affiliated companies, and their employees, contractors, agents, officers and
- directors, from and against any and all claims, damages, obligations, losses,
- liabilities, costs or debt, and expenses (including, without limitation,
- reasonable attorneys’ fees and expenses) arising from or relating to (a) your
- exercise of any of the licenses or rights granted to you under this License, (b)
- your use and access of the Utilities SDK and/or the Platform Services, (c) any
- Developer Content, (d) any negligence or misconduct by you or any of your
- employees, agents, vendors or contractors, (e) your violation of any third-party
- right, including without limitation any right of privacy or intellectual
- property rights, (f) your violation of any applicable law, rule or regulation,
- or (g) your breach of any provision of this License.
-
- 8. NO WARRANTIES THE UTILITIES SDK, ANY PORTION OR COMPONENT OF THE UTILITIES
- SDK (INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE OVRPLUGIN BINARY
- FILES, MODELS, AND UTILITIES CODE), THE PLATFORM SERVICES AND ALL DOCUMENTATION
- OR OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR FOR OCULUS
- ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS,
- IMPLIED, STATUTORY OR OTHERWISE. ALL EXPRESS OR IMPLIED WARRANTIES ARE HEREBY
- DISCLAIMED, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES OF
- MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET
- ENJOYMENT, QUIET POSSESSION OR TITLE; AND (B) ANY WARRANTIES THAT THE UTILITIES
- SDK, ANY PORTION OR COMPONENT OF THE UTILITIES SDK, THE PLATFORM SERVICES OR ANY
- DOCUMENTATION OR OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR
- FOR OCULUS (I) WILL MEET ANY OF YOUR REQUIREMENTS (INCLUDING, WITHOUT
- LIMITATION, YOUR REQUIREMENTS RELATING TO ANY DESIGN OR PERFORMANCE), (II) WILL
- BE UNINTERRUPTED OR ERROR-FREE, (III) ARE FREE OF ANY MALWARE, VIRUSES, HACKS,
- BOTS, TROJAN HORSES AND OTHER HARMFUL OR MALICIOUS CODE; AND (D) ARE FUNCTIONAL
- ON ANY HARDWARE OR IN ANY ENVIRONMENT. FEDERAL LAW, SOME STATES, PROVINCES AND
- OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN
- IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS LICENSE
- GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY
- FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS LICENSE WILL NOT
- APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
-
- 9. LIMITATION OF LIABILITY TO THE FULLEST EXTEST PERMITTED UNDER APPLICABLE LAW,
- IN NO EVENT SHALL OCULUS OR ANY OF ITS LICENSORS OR CONTRIBUTORS BE LIABLE TO
- YOU OR ANY END USER OR OTHER THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF
- THIS LICENSE (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY OF THE LICENSES
- OR OTHER RIGHTS GRANTED BY OCULUS UNDER THIS LICENSE) OR ARISING IN ANY WAY OUT
- OF THE UTILITIES SDK OR ANY PORTION OR COMPONENT OF THE UTILITIES SDK
- (INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE OVRPLUGIN BINARY
- FILES, MODELS, AND UTILITIES CODE), THE PLATFORM SERVICES, ALL DOCUMENTATION OR
- OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR FOR OCULUS OR
- ANY OF YOUR USE OF THE FOREGOING FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
- CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION:
- DAMAGE TO BUSINESS REPTUATION; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS
- OF USE, PROFITS, BUSINESS OR GOODWILL; LOSS OR CORRUPTION OF DATA; OR BUSINESS
- INTERRUPTION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (LEGAL, EQUITABLE
- OR OTHERWISE), WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (WHETHER
- NEGLIGENCE OR OTHERWISE), WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER
- YOU HAVE BEEN OR OCULUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE.
- YOU ACKNOWLEDGE AND AGREE THAT YOUR REMEDIES UNDER THIS LICENSE ARE LIMITED
- SOLELY TO THE RIGHT TO COLLECT MONEY DAMAGES, IF ANY, AND YOU HEREBY WAIVE YOUR
- RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF. THE CUMULATIVE, AGGREGATE
- LIABILITY OF OCULUS AND ITS AFFILIATES, LICENSORS AND CONTRIBUTORS UNDER THIS
- LICENSE WILL BE LIMITED TO ONE HUNDRED US DOLLARS (US $100). THE EXISTENCE OF
- MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS LICENSE WILL NOT ENLARGE OR
- EXTEND THE FOREGOING MONETARY CAP ON DAMAGES. SOME STATES DO NOT ALLOW THE
- EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
- LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS LICENSE GIVES YOU SPECIFIC
- LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
- THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS LICENSE
- WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
-
- 10. LICENSE TERM
-
- 10.1. Term and Termination. The term of this License will commence on the date
- on which you click accept or use, download or copy the Utilities SDK or any
- portion or component thereof and will continue until terminated as set forth in
- this License. This License and all your rights under this License shall
- automatically and immediately terminate in the event you breach any provision of
- this License (including, without limitation, your failure to provide required
- notices as set forth in Section 3.3 or your failure to observe any of the
- restrictions set forth in Sections 3.2, 3.3 or 3.4) or for any of the following
- reasons:
-
- (a) Any of the following infringes or violates any intellectual property rights
- of any third party or violates any applicable law: (i) your exercise of any of
- the licenses or rights granted under this License; and/or (ii) your Developer
- Content or any use or exploitation of any such Developer Content;
-
- (b) Your Developer Content violates applicable law;
-
- (c) Any health or safety issues associated with your Developer Content;
-
- (d) Failure to comply with or use properly the Oculus Flash Screen Warnings;
-
- (e) To the extent applicable, any failure to comply with or properly use the
- Oculus help and safety warnings;
-
- (f) Failure to provide required notices as set forth above; and
-
- (g) Failure to observe the restrictions in Section 3.2.
-
- 10.2. Effect of Termination; Survival. If this License is terminated for any
- reason, (a) all licenses and rights granted under this License will immediately
- terminate; (b) you must immediately cease using the Utilities SDK, all portions
- and components of the Utilities SDK, all documentation made available by Oculus
- to you in connection with the Utilities SDK; and (c) using, distributing,
- providing, making available and exploiting any Developer Content that
- incorporates any Utilities Code, any modifications of any Utilities Code (other
- than any Developer Modified Utilities Code), or any other portion or component
- of the Utilities SDK. Notwithstanding any termination of this License, the
- following provisions shall survive indefinitely: Sections 1, 2, 3.2, 3.3, 3.4,
- 4.1, 4.4, 4.5, 5, 6, 7, 8, 9, 10.2, 11, and 12.
-
- 11. GOVERNING LAW; ARBITRATION; CLASS ACTION/JURY TRIAL WAIVER
-
- 11.1. Governing Law; Alternative Dispute Resolution. This License shall be
- governed by the laws of the State of California, without giving effect to
- conflict of laws provisions or principles thereof. The parties agree that,
- except as provided below, all disputes relating to this License shall be
- resolved by binding non-appearance-based arbitration before a single neutral
- arbitrator in San Mateo, California. The arbitration will be conducted in the
- English language by a single arbitrator who is an attorney-at-law with at least
- fifteen (15) years’ experience in consumer and technology transactions and who
- is also a member of the JAMS roster of arbitrators. If you and Oculus cannot
- agree on a mutually acceptable arbitrator within thirty (30) days after the
- arbitration is initiated, then JAMS will pick a neutral arbitrator who meets
- such qualifications. The arbitration shall be conducted in accordance with the
- rules and procedures of JAMS then in effect, and the judgment of the arbitrator
- shall be final and capable of entry in any court of competent jurisdiction. The
- parties undertake to keep confidential all awards in their arbitration, together
- with all materials in the proceedings created for the purpose of the arbitration
- and all other documents produced by another party in the proceedings not
- otherwise in the public domain, save and to the extent that disclosure may be
- required of a party by legal duty, to protect or pursue a legal right or to
- enforce or challenge an award in legal proceedings before a court or other
- judicial authority. You and Oculus agree the following may be submitted to a
- court of competent jurisdiction located within San Francisco, California and
- further agree to submit to the personal jurisdiction of the courts located
- within San Francisco, California in connection with (a) any entrance of an
- arbitrator's judgment or decision, (b) any dispute with respect to the
- arbitration process or procedure, (c) Oculus’ exercise of any of its equitable
- rights or remedies or (d) any claims regarding the ownership, validity,
- enforceability and/or infringement of any intellectual property rights.
-
- 11.2. Class Action/Jury Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES,
- REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE UTILITIES SDK FOR PERSONAL,
- COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’
- INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
- CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER
- REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS
- WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S
- CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS LICENSE, YOU AND OCULUS ARE EACH
- WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION,
- COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE
- PROCEEDING OF ANY KIND.
-
- 11.3. License Suspension. If you file a suit or initiate a proceeding with or
- before a governmental authority in which you challenge Oculus’ ownership of any
- intellectual property rights related to the Utilities SDK or the validity or
- enforceability of any such intellectual property rights (a “Claim”), the
- licenses granted to you under this License shall automatically and immediately
- (upon the filing of such suit or proceeding) be suspended. Such suspension will
- continue until all such Claims asserted by you are dismissed, withdrawn or are
- finally settled and no longer pending, as applicable, in which case, such
- licenses will be automatically reinstated; provided, however, that such
- reinstatement will not release you from any liabilities, or remedies therefor,
- that arise during the period of such suspension.
-
- 12. OTHER PROVISIONS
-
- 12.1. Changes to the SDK. Oculus may discontinue or change functionality of the
- Utilities SDK at any time, and your continued use of the Utilities SDK or use of
- any modified or additional Utilities SDL is conditioned upon your adherence to
- the terms of this License, as modified by Oculus from time to time in accordance
- with Section 12.2.
-
- 12.2. Updates to License. Oculus may revise and update this License at any time
- by posting the amended terms and conditions of this License (“Updated License
- Terms”) to: https://developer.oculus.com/licenses/. Your continued use of the
- Utilities SDK or any portion or component of the Utilities SDK constitutes your
- acceptance of the Updated License Terms. If there are Updated License Terms for
- any future release of the Utilities SDK, you: (a) agree to comply with all terms
- and conditions of such Updated License Terms for such future Utilities SDK
- release and (b) acknowledge and agree that such Updated License Terms will apply
- to all Developer Content that may be developed using or incorporating such
- future Utilities SDK or any portion or component of the Utilities SDK (for
- example, without limitation, you cannot avoid complying with the terms and
- conditions of such Updated License Terms by developing any Developer Content
- using or incorporating any release of the Utilities SDK that precedes such
- future Utilities SDK or under any version of this License that precedes such
- Updated License Terms).
-
- 12.3. Export Law Compliance. You will comply, and will not cause Oculus to not
- comply (by for example, providing Developer Content to Oculus under this
- Agreement for which required export clearances have not been obtained), with all
- applicable export control laws of the United States and any other applicable
- governmental authority, including without limitation, the U.S. Export
- Administration Regulations.
-
- 12.4. Confidentiality. You agree that (a) the Utilities SDK and all
- documentation or other information or materials provided or made available by or
- for Oculus are Oculus’ confidential information and (b) you will not use,
- disclose or make available any of such Oculus confidential information to any
- third party except as expressly permitted under, and in accordance with, the
- terms and conditions of this License.
-
- 12.5. Relationship of the Parties. The parties hereto are independent
- contractors. Neither party has any express or implied right or authority to
- assume or create any obligations on behalf of the other or to bind such other
- party to any contract, agreement or undertaking with any third party. Nothing in
- this License shall be construed to create a partnership, joint venture,
- employment or agency relationship.
-
- 12.6. Assignment. You may not assign this License or any licenses or rights
- granted under this License or delegate any obligations under this License, in
- each case, without the advance written consent of Oculus, which may be withheld
- in its sole discretion. Any attempted assignment by you without such advance
- written consent of Oculus will be null and void. Oculus may assign this License
- or any licenses or rights granted under this License or delegate any obligations
- under this License in its sole discretion, in each case, without your consent or
- any notice to you. This License shall be binding on, inure to the benefit of,
- and be enforceable by the parties and their respective heirs, successors and
- permitted assigns.
-
- 12.7. Severability. In the event that any provision of this License is held to
- be null, void, invalid or unenforceable by a court, other governmental body or
- arbitration tribunal, in each case of competent jurisdiction, you and Oculus
- agree (a) such provision will be modified to the extent necessary to allow it to
- be valid and enforceable to the extent permitted by applicable law, provided
- that such modification reflects as nearly as possible the intentions of the
- parties when entering into this License and (b) the remaining provisions of this
- License shall remain in full force and effect.
-
- 12.8. Headings. The section headings contained in this License are for reference
- purposes only and shall not affect in any way the meaning or interpretation of
- this License.
-
- 12.9. No Waiver. Failure of either party at any time to exercise or enforce any
- legal right or remedy under this License will not be construed as a waiver of
- such provisions or in any way affect the validity of this License or any portion
- of this License. No waiver of any provision of this License shall be of any
- force or effect unless set forth in a writing signed by an authorized
- representative of each party.
-
- 12.10. Entire Agreement. This License constitutes the entire agreement between
- you and Oculus regarding your use of the Utilities SDK and supersedes and
- replaces any prior or contemporaneous agreements, understandings, negotiations
- and discussions between you and Oculus regarding your access and use of the
- Utilities SDK.
|