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576 lines
35 KiB
OCULUS UTILITIES SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT
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1. INTRODUCTION This Oculus Utilities Software Development Kit License Agreement
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(“License”) forms a legally binding contract between you and Facebook
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Technologies, LLC formerly known as Oculus VR, LLC (“Oculus”) and governs your
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use of the Oculus Utilities Software Development Kit (“Utilities SDK”). In order
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to obtain and use the Utilities SDK, you must first agree to the terms and
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conditions of this License. If you agree to the terms and conditions of this
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License, you may use the Utilities SDK. If you do not agree to the terms and
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conditions of this License, then you may not use the Utilities SDK. PLEASE READ
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THIS LICENSE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS
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LICENSE CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL
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WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO
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RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY CLICKING ACCEPT
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OR USING, DOWNLOADING OR COPYING THE UTILITIES SDK, YOU SIGNIFY THAT YOU HAVE
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READ, UNDERSTOOD AND HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF
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THIS LICENSE.
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2. ELIGIBILITY By entering into this License with Oculus, you represent and
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warrant that you are not a person with whom Oculus is prohibited from
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transacting business under applicable law, nor are you a person who Oculus has
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previously denied access to or use of the Utilities SDK. If you will use the
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Utilities SDK on behalf of your employer or other company, organization,
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educational institution or any governmental agency, instrumentality or
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department (your “Entity”), you represent and warrant that you have full legal
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authority to bind your Entity to all of the terms and conditions of this
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License. If you do not have the requisite authority to so bind your Entity, you
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may not accept this License or use the Utilities SDK on behalf of your Entity.
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3. UTILITIES SDK LICENSE
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3.1. License. Subject to the terms and conditions of this License, Oculus hereby
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grants to you a limited, worldwide, freely revocable, non-exclusive,
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non-transferable, sublicensable, fully paid-up royalty-free license under
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Oculus’ copyright rights to:
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(a) store, use, reproduce, and redistribute (subject to the restrictions below)
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the software contained in the Utilities SDK (including, but not limited to
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OVRPlugin binary files, models, and Utilities Code (as defined below)) solely to
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design, develop, test, and run your engines, tools, applications, content, games
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and demos (collectively and generally referred to as “Developer Content”) to be
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used in connection with any and all compatible software or hardware (including,
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without limitation and by way of example, with commercial headsets, mobile
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tablets or phones) made available by Oculus or any third parties;
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(b) use, reproduce, modify, distribute, and create derivative works of the
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following named folders in the Utilities SDK: Prefabs, Resources, Scenes,
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Scripts, and Shader (collectively, “Utilities Code”) to internally design,
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develop and test Developer Content, and (ii) incorporate such Utilities Code and
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any such modifications, in whole or in part, into your Developer Content
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developed through your use of the Utilities SDK; and
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(c) use any documentation made available by Oculus to you in connection with the
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Utilities SDK solely in connection with your exercise of the licenses and rights
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granted in this License.
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3.2. License Restrictions. You may not use the Utilities SDK for any purpose not
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expressly permitted by this License. Without in any way limiting the foregoing
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restriction, except as expressly permitted in this License, you agree not to (or
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enable any third party to):
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(a) modify or create any derivative works of the Utilities SDK other than the
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Utilities Code;
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(b) work around any technical measures in the Utilities SDK, or use the
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Utilities SDK (alone or in conjunction with any device, program or service) in
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an attempt to circumvent any technical measures employed by or for Oculus or any
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third party to control access to, or any rights in, any content, file or other
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work;
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(c) decompile, reverse engineer, disassemble, decipher, translate or otherwise
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attempt to derive or access any source code of the Utilities SDK or any part of
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the Utilities SDK (other than any component of the Utilities SDK that is made
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available by Oculus in source code form), or any other software or firmware
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provided to you by Oculus (except as and only to the extent the foregoing
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restriction is prohibited by applicable law);
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(d) publish, rent, lease, lend, sell, sublicense, distribute, transfer, disclose
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or otherwise provide the Utilities SDK;
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(e) remove, obscure or alter any proprietary notices on or in the Utilities SDK
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or any Oculus license terms, policies or terms of service or any links to or
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notices thereto;
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(f) use the Utilities SDK in connection with the development or transmission of
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any malware, viruses, hacks, bots, Trojan horses or other harmful or malicious
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code;
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(g) use the Utilities SDK (i) to infringe or violate any rights of Oculus, any
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of its affiliates or any third party or (ii) in any way that does not comply
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with all applicable laws (including, without limitation, all applicable export,
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import, privacy and data security laws);
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(h) use the Utilities SDK in any way that interferes with, disrupts, damages or
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accesses in any manner not expressly authorized by Oculus, or accesses for any
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purpose not expressly authorized by Oculus, any services, networks, other
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properties, data or information of Oculus or any of its affiliates or any third
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party;
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(i) use the Utilities SDK in any manner other than to enhance your Developer
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Content or the functionality thereof in accordance with Section 3.1;
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(j) develop any Developer Content or other application or software that could
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(i) disable, hack or otherwise interfere with any authentication, content
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protection, digital signing, digital rights management, security or verification
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mechanisms or (ii) disable, override or otherwise interfere with any device,
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system or software, including any device, system or software intended to notify
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an end user that such end user’s personal information is being collected,
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transmitted, stored, maintained, processed or used;
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(k) use the Utilities SDK to (i) defame, abuse, harass, stalk, bully or threaten
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any third party or (ii) promote or facilitate any prohibited or illegal
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activities;
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(l) enable any functionality in your Developer Content that would generate
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excessive traffic over any network or servers of Oculus or any of its affiliates
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or any third party that would negatively impact the experience of any user of
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any product or service of Oculus or any of its affiliates (or of any third party
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made available through any network or service of Oculus or any of its
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affiliates), or otherwise interfere with, limit or restrict the operation of any
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servers or networks of Oculus or any of its affiliates;
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(m) use or encourage the use of the Utilities SDK for any mission critical,
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life-saving or ultra-hazardous activities; or
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(n) use or redistribute the Utilities SDK or any portion or component thereof in
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any manner that would cause the Utilities SDK or any portion or component
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thereof to become subject to the terms of any open source license.
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3.3. Redistribution and Sublicense Restriction. Subject to the terms and
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conditions of this License, your license to redistribute and sublicense the
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Utilities SDK (or any portion thereof) is also expressly made subject to the
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following conditions:
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(a) You may sublicense and redistribute the Utilities SDK to your end users in
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whole for no charge or as part of a for-charge piece of Developer Content;
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provided that you may only license, sublicense or redistribute the Utilities
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SDK: (a) in its entirety; (b) solely in compiled binary executable form; and (c)
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solely as incorporated into your Developer Content;
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(b) You must include with all such redistributed or sublicensed Utilities SDK
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code the following copyright notice: “Copyright © Facebook Technologies, LLC and
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its affiliates. All rights reserved.”;
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(c) You must give any other recipients of the Utilities SDK a copy of this
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License as such recipients, licensees or sublicensees may only use the Utilities
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SDK subject to the terms of this License and such recipient's, licensee's or
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sublicensee's agreement to and acceptance of this License with Oculus;
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(d) Each sublicense you grant to your end users must be pursuant to a valid and
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enforceable license agreement that (i) includes an acknowledgement by such end
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user that the Utilities SDK is the proprietary property of Oculus or its
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licensors or contributors, (ii) ensures that neither Oculus nor any of its
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licensors or contributors has any obligations to such end user with respect to
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any the Utilities SDK and (iii) imposes obligations on such end user no less
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restrictive than your obligations under this License with respect to the use and
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protection of the Utilities SDK; and
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(e) the Utilities SDK includes a "LICENSE" text file (the "License Notice"), and
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any Utilities SDK distribution that you distribute must include a copy of this
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License with the License Notice. Notwithstanding the foregoing in this Section
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3.3, you may grant to end users of your Developer Content a non-exclusive
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runtime sublicense to use the Utilities Code and any modifications of any
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Utilities Code incorporated into your Developer Content pursuant to and in
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accordance with this License: (a) solely in the form in which the Utilities Code
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is made available to you by Oculus; and (b) solely as incorporated into your
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Developer Content pursuant to and in accordance with this License (“Runtime
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Sublicense”). You agree to include a Runtime Sublicense with any of your
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Developer Content that incorporates any Utilities Code (or any modifications of
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any Utilities Code) that you provide, distribute or make available to any end
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user of such Developer Content. Each Runtime Sublicense you grant to an end user
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of your Developer Content must be granted pursuant to a valid and enforceable
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license agreement that: (i) includes an acknowledgement by such end user that
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the Utilities Code (and any modifications of any Utilities Code (other than
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modifications of the Utilities Code developed by you during the term of this
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License in accordance with Section 3.1 (“Developer Modified Utilities Code”)) is
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the proprietary property of Oculus or its licensors or contributors, (ii)
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ensures that neither Oculus nor any of its licensors or contributors has any
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obligations to such end user with respect to any Utilities Code (or any
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modifications of any Utilities Code) and (iii) imposes obligations on such end
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user no less restrictive than your obligations under this License with respect
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to the use and protection of the Utilities Code. If you incorporate any of the
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Utilities Code or Developer Modified Utilities Code into any of your Developer
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Content, you must include in or on all copies of such Developer Content a copy
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of this License and the following copyright notice (along with any other notices
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or license files that appear in or on the Utilities SDK): “Certain portions of
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the code are owned by Facebook Technologies, LLC. Copyright © Facebook
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Technologies, LLC. All rights reserved”.
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3.4. Developer Content Rules, Restrictions and License.
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(a) You agree that as a condition of this License you will design and distribute
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your Developer Content to ensure that your Developer Content and any software
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required to use your Developer Content does not, and you will not, alter or
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interfere with the normal operation, behavior or functionality of the compatible
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hardware or software of Oculus or any third party. Without limiting the
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foregoing, in the case of Oculus hardware or software, you will ensure that your
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Developer Content and any software required to use your Developer Content does
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not alter or interfere with: (i) the behavior of the "Oculus button" and "XBox
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button" implemented by the Oculus system software; (ii) any on-screen messages
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or information; (iii) the behavior of the proximity sensor in the Oculus
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hardware implemented by the Oculus system software; (iv) any Oculus hardware or
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software security features; (v) end user's settings; or (vi) the Oculus Flash
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Screen Warnings. You also agree not to (i) commit any act, or enable, assist or
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instruct any third party to commit any act, intended to interfere with the
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normal operation of any compatible hardware or software of Oculus or any third
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party or (ii) provide any software to any users or developers that would induce
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breach of any Oculus’s or other software or hardware providers’ agreements or
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that contains any malware, viruses, hacks, bots, Trojan horses or other harmful
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or malicious code. You also agree that your Developer Content will not violate
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the Oculus Content Guidelines (available at
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https://developer.oculus.com/distribute/latest/concepts/publish-content-guidelines/).
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(b) Oculus may suspend operation of or remove any Developer Content that does
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not comply with the restrictions in this License.
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(c) You agree that Oculus may grant its employees and internal contractors the
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right to use, perform and display the Developer Content you provide to Oculus
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for user research, testing, evaluation and approval purposes, which shall be on
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a royalty-free basis.
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4. OCULUS PLATFORM SERVICES
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4.1. Definitions. For the purposes of this Section 4:
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(a) "Application Services" means services provided by Oculus associated with the
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Platform, including but not limited to in-app purchasing, multiplayer
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matchmaking, friends, leader boards, achievements, rooms, voice over IP and
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cloud saves, which list may be changed from time to time in Oculus' sole
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discretion.
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(b) "Oculus Platform Framework" means the suite of Oculus platform services,
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including but not limited to the Oculus file distribution and update system
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(enabling distribution and updates of Developer Content by Oculus, including
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through generated activation Keys), entitlement system, and account
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authentication, which list may be changed from time to time in Oculus' sole
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discretion.
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(c) "Platform" means the Oculus virtual reality platform, including but not
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limited to the user experience, user interface, store, and social features,
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usable on Oculus approved hardware or any third-party device or operating
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system, including but not limited to iOS, Android, Windows, OS X, Linux, and
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Windows Mobile.
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(d) "Platform Services" means the Oculus Platform Framework and the Application
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Services.
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4.2. Oculus Platform Services. Oculus makes certain Platform Services available
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to you to include and enable in your Developer Content. Developer Content that
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enables or includes any Platform Service must implement the Oculus Platform
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Framework with that Developer Content. Once your Developer Content has been
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authorized for use of the Platform Services, you are not required to update your
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Developer Content to include new Platform Services Oculus may make available as
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part of the Oculus Platform Framework.
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4.3. Key Provision and Redemption. If you request that Oculus generate
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activation keys for your Developer Content on the Platform ("Keys") and Oculus
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agrees, you hereby grant Oculus (i) the right to generate Keys for you and (ii)
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a license to make available, reproduce, distribute, perform, and display the
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Developer Content to end users who have submitted a Key to Oculus. Oculus agrees
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to authenticate and make Developer Content available to any end user supplying a
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valid Key (unless the Developer Content has been removed or withdrawn).
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4.4. Limited Authorization. You hereby grant Oculus the limited authorization
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reasonably necessary for Oculus's exercise of its rights and performance of its
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obligations under this Section 4. You agree that Oculus may use its contractors
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and affiliates for the purposes of exercising its rights and licenses set forth
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in this Section 4.
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4.5. Platform Services Requirements. You will not make any use of any API,
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software, code or other item or information supplied by Oculus in connection
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with the Platform Services other than to enhance the functionality of your
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Developer Content. You may not sublicense any software, firmware or other item
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or information supplied by Oculus in connection with the Platform Service for
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use by a third party, unless expressly authorized by Oculus to do so.
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5. INTELLECTUAL PROPERTY RIGHTS
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5.1. Ownership.
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(a) Oculus. As between you and Oculus, Oculus retains all rights (including all
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intellectual property rights), title and interest (subject to the license
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granted to you in Section 3.1 during the term of this License) in and to the
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Utilities SDK and any derivatives or modifications of the Utilities SDK,
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including all source code and object code of any of the foregoing (other than
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any Developer Modified Utilities Code). Oculus reserves all rights not expressly
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granted to you under this License.
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(b) Developer. For the sake of clarification, when you use the Utilities SDK in
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or with Developer Content, you retain all rights to: (i) your Developer Content,
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and (ii) Developer Modified Utilities Code; provided however, Oculus retains all
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rights to the Utilities SDK (including without limitation, any and all software
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contained therein), including those that may be incorporated into your Developer
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Content. Except as otherwise provided herein, you have no obligations to share
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or license Developer Content (including your source and object code) or any of
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your Developer Modified Utilities Code to Oculus or any third parties;
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5.2. Additional Content. Oculus may include additional content in the Utilities
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SDK for demonstration, references or other purposes. Such content will be
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clearly marked in the Utilities SDK and is subject to any terms and conditions
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included with such content.
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5.3. Publicity; Use of Trademarks. This License does not grant you or any
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third-party permission to use any of the trade names, trademarks, service marks,
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logos or product names of Oculus, except as required for reasonable and
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customary use in describing the origin of the Utilities SDK or reproducing the
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copyright or other notice required pursuant to Section 3.3. Neither the name of
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Oculus nor the name of any contributor, licensor, employee or contractor of
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Oculus may be used to endorse or promote any Developer Content or any other
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products, content or materials developed using the Utilities SDK without
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specific prior written permission of Oculus.
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5.4. Feedback. You may, but are not obligated to, provide Oculus with comments
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or other feedback, suggestions or recommended improvements regarding the
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Utilities SDK or any other Oculus products or services (collectively,
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“Feedback”). You hereby grant Oculus a worldwide, non-exclusive, perpetual,
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irrevocable, royalty-free, fully paid-up, transferable, sublicensable (through
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multiple tiers of sublicenses) license to use, disclose, reproduce, modify,
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create derivatives of, license, distribute, provide and exploit any Feedback for
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any purpose whatsoever, without any obligation, limitation or restriction of any
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kind.
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6. THIRD PARTY SOFTWARE OR MATERIALS Your use of any third-party software
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(including any open source software) or materials included in the Utilities SDK
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may be subject to other terms and conditions typically found in separate
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third-party license agreements or "READ ME" files included with such third-party
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software or materials. To the extent any of such other terms and conditions
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conflict with any of the terms and conditions of this License, such other terms
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and conditions applicable to such third-party software or materials will control
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solely with respect to such third-party software or materials (but to no other
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portion or component of the Utilities SDK).
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7. INDEMNIFICATION You agree to defend, indemnify and hold harmless Oculus and
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its subsidiaries, agents, contributors, licensors, managers, and other
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affiliated companies, and their employees, contractors, agents, officers and
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directors, from and against any and all claims, damages, obligations, losses,
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liabilities, costs or debt, and expenses (including, without limitation,
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reasonable attorneys’ fees and expenses) arising from or relating to (a) your
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exercise of any of the licenses or rights granted to you under this License, (b)
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your use and access of the Utilities SDK and/or the Platform Services, (c) any
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Developer Content, (d) any negligence or misconduct by you or any of your
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employees, agents, vendors or contractors, (e) your violation of any third-party
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right, including without limitation any right of privacy or intellectual
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property rights, (f) your violation of any applicable law, rule or regulation,
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or (g) your breach of any provision of this License.
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8. NO WARRANTIES THE UTILITIES SDK, ANY PORTION OR COMPONENT OF THE UTILITIES
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SDK (INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE OVRPLUGIN BINARY
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FILES, MODELS, AND UTILITIES CODE), THE PLATFORM SERVICES AND ALL DOCUMENTATION
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OR OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR FOR OCULUS
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ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS,
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IMPLIED, STATUTORY OR OTHERWISE. ALL EXPRESS OR IMPLIED WARRANTIES ARE HEREBY
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DISCLAIMED, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES OF
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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET
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ENJOYMENT, QUIET POSSESSION OR TITLE; AND (B) ANY WARRANTIES THAT THE UTILITIES
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SDK, ANY PORTION OR COMPONENT OF THE UTILITIES SDK, THE PLATFORM SERVICES OR ANY
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DOCUMENTATION OR OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR
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FOR OCULUS (I) WILL MEET ANY OF YOUR REQUIREMENTS (INCLUDING, WITHOUT
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LIMITATION, YOUR REQUIREMENTS RELATING TO ANY DESIGN OR PERFORMANCE), (II) WILL
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BE UNINTERRUPTED OR ERROR-FREE, (III) ARE FREE OF ANY MALWARE, VIRUSES, HACKS,
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BOTS, TROJAN HORSES AND OTHER HARMFUL OR MALICIOUS CODE; AND (D) ARE FUNCTIONAL
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ON ANY HARDWARE OR IN ANY ENVIRONMENT. FEDERAL LAW, SOME STATES, PROVINCES AND
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OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN
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IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS LICENSE
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GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY
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FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS LICENSE WILL NOT
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APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
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9. LIMITATION OF LIABILITY TO THE FULLEST EXTEST PERMITTED UNDER APPLICABLE LAW,
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IN NO EVENT SHALL OCULUS OR ANY OF ITS LICENSORS OR CONTRIBUTORS BE LIABLE TO
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YOU OR ANY END USER OR OTHER THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF
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THIS LICENSE (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY OF THE LICENSES
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OR OTHER RIGHTS GRANTED BY OCULUS UNDER THIS LICENSE) OR ARISING IN ANY WAY OUT
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OF THE UTILITIES SDK OR ANY PORTION OR COMPONENT OF THE UTILITIES SDK
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(INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE OVRPLUGIN BINARY
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FILES, MODELS, AND UTILITIES CODE), THE PLATFORM SERVICES, ALL DOCUMENTATION OR
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OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR FOR OCULUS OR
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ANY OF YOUR USE OF THE FOREGOING FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
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CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION:
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DAMAGE TO BUSINESS REPTUATION; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS
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OF USE, PROFITS, BUSINESS OR GOODWILL; LOSS OR CORRUPTION OF DATA; OR BUSINESS
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INTERRUPTION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (LEGAL, EQUITABLE
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OR OTHERWISE), WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (WHETHER
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|
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.
|