CaptoGlove License Agreement

LICENSE Agreement
(the “License”)

THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN

  1. CaptoGlove LLC, a limited liability company incorporated and existing under the laws of the state of Florida.

Hereafter referred to as “CaptoGlove”.

AND

  1. The user, any individual or company that downloads or makes any use of the software provided by CaptoGlove.

Hereafter referred to as “The User”.

CaptoGlove and The User are also individually referred to as a “Party” and collectively as the “Parties”.

PREAMBLE

Whereas CaptoGlove has developed a Virtual Reality Hand Controller (hereafter the “CaptoGlove Device), which can be used in and connected to software applications enabling virtual reality.

Whereas The User wishes to obtain a License to use the CaptoGlove Device to The User.

Whereas CaptoGlove is willing to grant, subject to the terms and conditions of this License, a worldwide, non-exclusive, no-charge, royalty-free, sublicense in order to reproduce and redistribute the software contained in the CaptoGlove Software Development Kit (the “CaptoGlove SDK”) and tools to enable the use of the CaptoGlove Platform Services:

the Parties have agreed as follows:

ARTICLE 1 – The OBJECT OF THE AGREEMENT

This License is subject to the following terms and conditions:

1.1 CaptoGlove hereby grants The User a worldwide, non-exclusive, no-charge, royalty-free, sublicense able copyright license to use, reproduce and redistribute (subject to restrictions below) the software contained in this CaptoGlove Software Development Kit (the “CaptoGlove SDK”), including, but not limited to, the samples, headers, LibOVR headers, LibOVR source and, subject to The User’s compliance with Section 3, the headers, libraries and APIs to enable the Platform Services.

1.2  In particular, this License grants The User the non-exclusive license and right to use (i) the CaptoGlove SDK to make engines, tools, applications, content, games and demos (collectively and generally referred to as “Developer Content”) for use on the CaptoGlove approved hardware and software PC, OS X, iOS, Android products (“CaptoGlove Approved Products”) and which may incorporate the CaptoGlove SDK in whole or in part in binary or object code; and (ii) the headers, libraries, APIs and other tools made available by CaptoGlove to enable the use of Platform Services with The User’s Developer Content.

1.3 For the sake of clarification, when  uses the CaptoGlove SDK in or with Developer Content, it retains all rights of its Developer Content, and has no obligation to share or license Developer Content (including your source and object code) to CaptoGlove or any third parties; provided, however, CaptoGlove retains all rights to the CaptoGlove SDK and the headers, libraries and APIs to the Platform Services and other tools made available by CaptoGlove, including those that may be incorporated into The User Developer Content.

1.3 The User agrees that, as a condition of this License, it will design and distribute its Developer Content to ensure that its Developer Content and any software required to use its Developer Content does not, and The User will not, alter or interfere with the normal operation, behavior or functionality of the CaptoGlove hardware or software, including: (i) the behavior of the “CaptoGlove Sensors” implemented by the CaptoGlove system software; (ii) any on-screen messages or information; (iv) CaptoGlove hardware or software security features; (v) end user’s settings; or (vi) the CaptoGlove Calibration Menu. The User also agrees not to commit any act intended to interfere with the normal operation of the CaptoGlove hardware or software, or provide software to CaptoGlove users or developers that would induce breach of any CaptoGlove agreements or that contains malware, viruses, hacks, bots, Trojan horses, or other malicious code.

1.4 The User may not use the CaptoGlove SDK for any purpose not expressly permitted by this License, in particular:

  1. users or decompile
  2. reverse engineer
  3. disassemble
  4. attempt to derive the source code of the CaptoGlove SDK or any part of the CaptoGlove SDK, or any other software or firmware provided to you by CaptoGlove (except as and only to the extent any foregoing restriction is prohibited by applicable law).

ARTICLE 2 – REDISTRIBUTION

Subject to the terms and conditions of this License, The User’s license to redistribute and sublicense the CaptoGlove SDK is also expressly made subject to the following conditions:

2.1   The User may sublicense and redistribute the source, binary, or object code of the CaptoGlove SDK in whole for no charge or as part of a for-charge piece of Developer Content; provided, however, it may only license, sublicense or redistribute the source, binary or object code of the CaptoGlove SDK in its entirety. The CaptoGlove SDK (including, but not limited to LibOVR), and any Developer Content that includes any portion of the CaptoGlove SDK, may only be used with CaptoGlove Approved Products and may not be used, licensed, or sublicensed to interface with software or hardware or other commercial headsets that are not authorized and approved by CaptoGlove;

2.2 The User must include with all such redistributed or sublicensed CaptoGlove SDK code the following copyright notice: “Copyright © 2017 CaptoGlove International Limited. All rights reserved,”

2.3 The User must give any other recipients of the CaptoGlove SDK a copy of this License as such recipients, licensees or sublicensees may only use the CaptoGlove 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 CaptoGlove; and

2.4 The CaptoGlove SDK includes a “LICENSE” text file (the “License Notice”), and any CaptoGlove SDK distribution that The User distributes must include a copy of this License with the License Notice.

ARTICLE 3 – CAPTOGLOVE PLATFORM SERVICES

CaptoGlove makes the headers, libraries and APIs, software, and other tools made available by CaptoGlove to enable Platform Services in connection with The User’s Developer Content. The User agrees not to use any API, code or other tools, instruction or service provided by CaptoGlove to enable or use a Platform Service other than in compliance with these terms.

“CaptoGlove Platform Framework” means the suite of CaptoGlove platform services, including but not limited to the CaptoGlove file distribution and update system (enabling distribution and updates of Developer Content by CaptoGlove, including through generated activation Keys), entitlement system, and account authentication, which list may be changed from time to time in CaptoGlove’ sole discretion.

  • “Application Services” means services provided by CaptoGlove 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 CaptoGlove’ sole discretion.
  • “Platform” means the CaptoGlove virtual reality platform, including but not limited to the user experience, user interface, store, and social features, usable on CaptoGlove approved hardware or any third-party device or operating system, including but not limited to Windows, OS X, Linux.
  • “Platform Services” means the CaptoGlove Platform Framework and the Application Services.

3.1 CaptoGlove Platform Services

CaptoGlove makes certain Platform Services available to The User to include and enable in its Developer Content. Developer Content that enables or includes any Platform Service must implement the CaptoGlove Platform Framework with that Developer Content. Once The User’s Developer Content has been authorized for use of the Platform Services, The User is not required to update its Developer Content to include new Platform Services CaptoGlove may make available as part of the CaptoGlove Platform Framework.

3.2 Limited Authorization

The User hereby grants CaptoGlove the limited authorization reasonably necessary for CaptoGlove’s exercise of its rights and performance of its obligations under this Section 3. The User agrees that CaptoGlove may use its contractors and affiliates for the purposes of exercising its rights and licenses set forth in this Section 3.

3.3. Internal Use

The User agrees that CaptoGlove may grant its employees and internal contractors the right to use, perform and display the Developer Content you provide to CaptoGlove for testing, evaluation and approval purposes, which shall be on a royalty-free basis.

3.4 Key Provision and Redemption

If The User requests that CaptoGlove generate activation keys for its Developer Content on the Platform (“Keys”) and CaptoGlove agrees, The User hereby grants CaptoGlove (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 CaptoGlove. CaptoGlove 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).

3.5 Platform Services Requirements.

The User will not make any use of any API, software, code or other item or information supplied by CaptoGlove in connection with the Platform Services other than to enhance the functionality of its Developer Content. In particular, it must not (nor enable others to): (i) defame, abuse, harass, stalk, or threaten others, or to promote or facilitate any prohibited or illegal activities; (ii) enable any functionality in its Developer Content that would generate excessive traffic over the CaptoGlove network or servers that would negatively impact other users’ experience, or otherwise interfere with or restrict the operation of the Platform Services, or CaptoGlove ‘s servers or networks providing the Platform Services; or (iii) remove, obscure, or alter any CaptoGlove license terms, policies or terms of service or any links to or notices thereto. The User may not sublicense any software, firmware or other item or information supplied by CaptoGlove in connection with the Platform Service for use by a third party, unless expressly authorized by CaptoGlove to do so. The User agrees not to use (or encourage the use of) the Platform Services for mission critical, life saving or ultra-hazardous activities. CaptoGlove may suspend operation of or remove any Developer Content that does not comply with the restrictions in this License.

ARTICLE 4– general provisions

4.1 CaptoGlove may include in this CaptoGlove SDK additional content (e.g., samples) for demonstration, references or other specific purposes. Such content will be clearly marked in the CaptoGlove SDK and is subject to any included terms and conditions.

4.2 The User’s use of third-party materials included in the CaptoGlove 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 materials. To the extent such other terms and conditions conflict with the terms and conditions of this License, the former will control with respect to the applicable third-party materials.

4.3 The User is responsible for ensuring that its use of the CaptoGlove SDK and its Developer Content, including enabled Platform Services, complies with all applicable laws (including privacy laws) wherever its Developer Content is made available. The User acknowledges and agrees that it is solely responsible for any health and safety issues arising from its Developer Content.

4.4. The User will comply, and will not cause CaptoGlove to not comply (by for example, providing Developer Content to CaptoGlove under this Agreement for which required export clearances have not been obtained), with all applicable export control laws and any other applicable governmental authority. The User agrees that this License and the CaptoGlove SDK and accompanying documentation are CaptoGlove’s confidential information (and is not publicly available), and that The User will not use it, disclose it or make it available to others except in accordance with the terms of this License.

4.5 The User’s acceptance of the terms and conditions of this License in and of itself and for all Developer Content created as of March 28, 2016, may be evidenced by any of the following: its usage of the CaptoGlove SDK, or acceptance of the license agreement. As this License is updated for future releases of the CaptoGlove SDK, The User agrees to abide by and meet all requirements of future updates of this License for those future CaptoGlove SDK releases, with acceptance evidenced by usage of the CaptoGlove SDK or any element thereof and the future updates of this License will apply for that future Developer Content that may be developed for or with that future CaptoGlove SDK or any element thereof (i.e., The User cannot sidestep out of the requirements of future updates of the License by developing against an older release of the CaptoGlove SDK or License).

4.6 CaptoGlove may discontinue or change functionality of the Platform Services at any time, and The User’s continued use of the Platform Services or use of any modified or additional Platform Services is conditioned upon its adherence to the terms of this License, as modified by CaptoGlove from time to time.

4.7 The User may not assign any rights or obligations under this License without the advance written consent of CaptoGlove, which may be withheld in its sole discretion. CaptoGlove may assign its rights or obligations under this License in its sole discretion.

ARTICLE 5 – INTELLECTUAL PROPERTY

5.1.      This License does not grant permission to use the trade names, trademarks, service marks, or product names of CaptoGlove, except as required for reasonable and customary use in describing the origin of the CaptoGlove SDK, and reproducing the content of the License Notice file. CaptoGlove reserves all rights not expressly granted to The User under this License. Neither the name of CaptoGlove International Limited nor the names of CaptoGlove International Limited’s contributors, licensors, employees, or contractors, may be used to endorse or promote products developed using the CaptoGlove SDK without specific prior written permission of CaptoGlove International Limited.

Article 6 – Confidentiality and publicity

6.1.      CaptoGlove and The User mutually commit themselves to the confidentiality of: the content of this License. The User also commits to not share any Confidential Information, as defined in Team Agreement, with third parties, nor with its associated companies.

6.2.      Unless explicitly agreed otherwise, publicity, advertising, or other form of public announcement or communication to the public or to any specific third party (including but not limited to other The User companies) relating to the existence of this License shall not be released without the prior written approval of both Parties, with the exception of public announcements or communications required by any applicable law, regulation or any competent authority.

Article 7 – Duration

7.1.      This Agreement is entered into for a period of an initial term of one (1) year.  It enters into force on the date on which CaptoGlove sends the CaptoGlove Devices to The User.

7.2.      At the end of the initial term and at the end of each renewal, the Agreement is automatically extended for another one (1) year term, except if one of the parties has notified the other party of its decision not to renew the Agreement thirty (30) days before the end of the then current term.

7.3.      Either Party may terminate the present Agreement at any time and without indemnity on the condition that a three (3) month’s prior notice is given to the other Party by registered mail.

7.4      CaptoGlove reserves the right to terminate this License and all The User’s rights hereunder immediately in the event The User materially breaches this License. Furthermore, CaptoGlove also reserves the right to cancel or terminate this License for any of the following reasons:

  1. Intellectual property infringement by you with Developer Content created by you that is used with or by the CaptoGlove SDK, or any of the Platform Services;
  2. Developer Content (including enabling Platform Services) that violates applicable law;
  3. Health and safety issues associated with your Developer Content;
  4. Use of the CaptoGlove SDK with a commercial product other than an CaptoGlove Approved Product;
  5. Failure to provide required notices as set forth above; and
  6. Failure to observe the restrictions in Section 3.5

7.5     Notwithstanding Articles 7.1.-7.3. of this Agreement, each Party shall have the right to terminate this License Agreement forthwith by sending a written notice of termination to the other Party specifying the reasons for the termination, if any of the following events occur: (i) a Party materially breaches any of its obligations under this License and, notwithstanding a written request from the other Party to refrain from such a breach in the future and, if possible, to prevent such a breach or breaches from occurring in the future and to rectify the situation, fails to comply with such a request; (ii) an event of force majeure prevails for a period in excess of 12 months; or (iii) one of the Parties becomes insolvent or enters liquidation, a petition in bankruptcy is filed for it or a receiver is appointed in respect of one of the Parties.

Article 8 – Indemnification

8.1 The User agrees to fully indemnify CaptoGlove from any and all losses, costs, damages and expenses (including reasonable attorney’s fees) arising out of its Developer Content or any matter set forth in Sections, 5, 4 paragraph 3 and 7(a) through (f).

8.2 The User remedies under this License shall be limited to the right to collect money damages, if any, and you hereby waive your right to injunctive or other equitable relief.

Article 9 – LIMITED Liability

9.1.      CaptoGlove shall not be liable towards The User for any claims or damages arising out of or relating to this License except for liability arising out of a wilful misconduct, fraud or intentional breach of a material obligation.

9.2.      The CaptoGlove SDK and any component thereof, the CaptoGlove headers, libraries and APIS, and the Platform Services from CaptoGlove and its contributors are provided “AS IS” and any express or implied warranties, including, but not limied to, the implied warranties of merchantability and fitness for a particualr purpose are disclaimed.  In no event event shall CaptoGlove as the copyright owner or its contributors be liable for any direct, indirect,incidental,special, exemplary or consequential damages  (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise) arising in any way out of the use of this CaptoGlove SDK, the CaptoGlove headers, libraries and APIs or the platform services even if advised of the possibility of such damage.

9.3.      Nothing in this License Agreement limits or excludes any liability for death or personal injury as a result of a Party’s negligence or otherwise, to the extent that such limitation or exclusion is not permitted by law.

ARTICLE 10 – Miscellaneous Provisions

10.1.     This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter that are still in force between the Parties.

10.2.    Any amendments to this License Agreement, as well as any additions or deletions, must be agreed in writing by both the Parties.

10.3. Failure of either party at any time to enforce any of the provisions of this License will not be construed as a waiver of such provisions or in any way affect the validity of this License or parts thereof.

Article 11 – Applicable law and Jurisdiction

11.1.     All issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of this License Agreement shall be governed by and construed in accordance with the laws of Ireland (Dublin), and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (Irish, foreign or international), that would cause the laws of any other jurisdiction to be applicable.

11.2      All disputes concerning the validity, interpretation, enforcement, performance and termination of this Agreement shall be submitted to the exclusive jurisdiction of the Dublin courts.