LCK License Agreement

Last revision date: October 14, 2014
Please review the terms and conditions in this License Agreement (“License Agreement”) carefully.
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Liv, Inc. (“LIV”, “we”, “us”, and/or “our”) has developed a suite of proprietary software to create relatable and shareable virtual reality experiences (“Proprietary SDK(s)”). LIV offers the Proprietary SDKs for free to developers who wish to test or embed them in software designed for gaming, educational, training, productivity, or multimedia/graphics purposes (“Developer” or “you”). LIV and Developer may be referred to herein collectively as the “parties” or individually as a “party”.
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Before proceeding, Developers must read and agree to this License Agreement and the license agreements of all open source or third-party components included in and distributed with the Proprietary SDK(s). Each Proprietary SDK (which includes all components, features, and functionalities, in object code form only, and all related documentation) is licensed separately.
BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING ANY SOFTWARE CODE OR DOCUMENTATION PROVIDED IN CONJUNCTION WITH THE PROPRIETARY SDK(S), YOU ACCEPT (WHETHER ON BEHALF OF YOURSELF OR A LEGAL ENTITY YOU REPRESENT) THIS LICENSE AGREEMENT AS A BINDING CONTRACT AND CONFIRM THE FOLLOWING: (I) YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT; (II) YOU ARE OF LEGAL AGE IN THE JURISDICTION IN WHICH YOU RESIDE TO FORM A BINDING CONTRACT WITH US; AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THIS LICENSE AGREEMENT PERSONALLY AND, IF APPLICABLE, ON BEHALF OF ANY LEGAL ENTITY ON WHOSE BEHALF YOU ARE ACTING AND TO BIND SUCH LEGAL ENTITY TO THIS LICENSE AGREEMENT. If you are unwilling or unable to be bound by the terms in this License Agreement, do not download, install, access, or otherwise use the Proprietary SDKs. The terms of this License Agreement govern any Proprietary SDK(s) that include, display, or link to this License Agreement, and to any updates, supplements, or support services for the Proprietary SDK(s), unless such upgrade is accompanied by its own additional or different terms and conditions, in which case such additional or different terms or conditions shall be incorporated into this License Agreement and apply going forward. Your continued use of the Proprietary SDKs following such upgrade shall constitute your acceptance of such additional or different terms and their incorporation into this License Agreement.
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1. License Grant
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The Proprietary SDK(s) are licensed, not sold, to you. Subject to your compliance with the terms and conditions of this License Agreement, LIV hereby grants you a limited, worldwide, royalty-free, nonexclusive, non-transferable, revocable license during the term of this License Agreement to download, install, run, reproduce, and distribute the Proprietary SDK(s) in connection with the manufacture, sale, offering for sale, and distribution of interactive gaming, educational, training, productivity, or multimedia/graphics software developed by you (“Your Software”).

2. License Restrictions
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2.1 Prohibited Uses
You agree that you will not, and will not permit any other person to:
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modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Proprietary SDK(s), except to the limited extent necessary to enable interoperability with Your Software;
remove, alter, or obscure any trademarks, logos, or proprietary symbols included in or displayed by the Proprietary SDK(s). Specifically, the prefab containing the camera model includes our logo, which must remain intact and unaltered in all instances of use or display within Your Software
remove, alter, or otherwise interfere with any tracking ID or similar identifying information that is embedded as part of the Proprietary SDK(s) integration within Your Software. The tracking ID is required for accurate functionality and must remain as provided by LIV
release, publish, or distribute any update, patch, or modification to Your Software without first downloading and integrating the latest version of the Proprietary SDK(s). This requirement ensures ongoing compatibility and access to the most current features and functionalities provided by LIV
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Proprietary SDK(s) to any other person, except to the extent the Proprietary SDKs are incorporated in or otherwise necessary for the use or exploitation of Your Software;
reverse engineer, disassemble, decompile, decode, or adapt the Proprietary SDK(s) or otherwise attempt to derive or gain access to the source code of the Proprietary SDK(s), in whole or in part;
bypass or breach any security protection used for or contained in the Proprietary SDK(s);
alter or interfere with the normal operation, behavior, or functionality of the Proprietary SDK(s), except to the limited extent necessary to allow interoperability with Your Software;
remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, disclaimers, or other proprietary symbols, notices, marks, including the LIV logo on or relating to the Proprietary SDK(s);
use the Proprietary SDK(s) in any manner or for any purpose that infringes, misappropriates, or otherwise violates the intellectual property or other rights of any person, or that violates any applicable law;
use the Proprietary SDK(s) for purposes of: (i) benchmarking or competitive analysis of the Proprietary SDK(s); (ii) developing, using, or providing a competing product or service; or (iii) any other purpose that is to LIV’s detriment or commercial disadvantage;
use the Proprietary SDK(s) in any manner or for any purpose or application not expressly permitted by this License Agreement.

2.2 Open-Source Components
The Proprietary SDK may include or operate in conjunction with open-source components or other third-party components, subject to other terms and conditions typically found in separate third-party license agreements or “READ ME” files included with such open-source components or other third-party components. To the extent such other terms and conditions conflict with the terms and conditions of this License Agreement, the former will control with respect to the applicable open-source components or other third-party components. You hereby agree that you will comply with all applicable third-party license agreements and open-source license agreements and any breach by you thereof will be deemed a breach of this License Agreement. “Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

2.3 Mitigation
If the Proprietary SDK(s), or any portion thereof, are or are in LIV’s opinion are likely to be claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, LIV may direct you to immediately discontinue all use of the Proprietary SDK(s) and permanently erase or cause such Proprietary SDK(s) to be erased from your computer systems, files, storage media, and all software products in your possession and control into which the Proprietary SDK(s) have been incorporated. You hereby agree to promptly comply with any such request and provide written confirmation to LIV upon completion.

3. Ownership; Feedback
As between you and LIV, you shall own all right, title, and interest in and to Your Software, including all intellectual property rights therein, registered or unregistered, now or hereafter existing, and however denominated throughout the world. Subject to the license granted in Section 1, LIV owns and retains all right, title, and interest in and to the Proprietary SDK(s), including all components thereof, and all proprietary rights of every kind and nature, however denominated throughout the world, registered or unregistered, associated therewith. Any rights not expressly granted in this License Agreement are reserved by LIV and its affiliates and licensors. All names, logos, taglines, product and service names, designs, and slogans that appear on or in association with the Proprietary SDK(s) (the “LIV Marks”) are trademarks of LIV or its affiliates or licensors. You acknowledge and agree that this License Agreement does not grant you any right to use any trademarks or trade names of LIV or its licensors, without LIV’s express written permission. You hereby assign to LIV all right, title, and interest in and to all suggestions, ideas, enhancement requests, feedback, recommendations, comments, or other information you provide to us in connection with your use of the Proprietary SDK(s) (“Feedback”). For the avoidance of doubt, LIV shall have the full, unencumbered right to use, incorporate, and otherwise fully exercise and exploit such Feedback for any purpose, commercial or otherwise, without notice, acknowledgement, or compensation to you.

4. User of the Proprietary SDK

4.1 General
You may use the Proprietary SDK(s) for internal testing and development of a variety of software products, including without limitation interactive gaming, educational, training, productivity, and multimedia/graphic software, designed to operate in combination with the Proprietary SDK(s). You are permitted to incorporate the Proprietary SDK(s) into Your Software (including publicly available versions) and are encouraged to share videos recorded using the Proprietary SDK(s) and Your Software.

4.2 Training and Support
‍LIV has no obligation to furnish you with training, maintenance, or technical support. You understand and agree that any support LIV elects to provide notwithstanding the foregoing, is provided on an “as is” and “as available” basis and LIV shall have no obligations or liabilities related to such support.

4.3 End Users
‍You must not impose any terms on end users of Your Software that are inconsistent with this License Agreement. Specifically, you must require each end user of Your Software to agree to terms of service that (i) disclaim all warranties with respect to third-party components of Your Software, including a disclaimer of implied warranties of merchantability, fitness for a particular purpose and non-infringement, and (ii) exclude third-party component providers from all liability for indirect, consequential, special, and punitive damages, to the fullest extent permitted under applicable law.

4.4 Privacy.
‍Any personal information collected by LIV in connection with your use of the Proprietary SDK(s) will be governed by LIV’s Privacy Notice available here: https://www.liv.tv/privacy-policy. The LIV Privacy Notice forms an integral part of this License Agreement. By downloading, installing, accessing, or using the Proprietary SDK(s) in any manner, you confirm that you have read and understood our Privacy Notice and you agree that LIV may collect and use technical data and usage information—including an indication that a video recording event happened, a game identifier, and an app-specific device identifier. You agree that LIV may use this information, in accordance with the LIV Privacy Notice, to improve our products or to provide services or technologies to you. You understand and agree that you are solely responsible for (i) obtaining all required consents, (ii) providing all required notices and disclosures to the standard imposed by applicable laws, and (iii) fulfilling all other legal obligations with respect to all data you access or collect using the Proprietary SDK about end users of Your Software, including but not limited to activity data and other information relating to any identifiable individual (“Personal Information”). You expressly agree that you are solely responsible for complying with all applicable legal requirements if Your Software is directed at or likely to be accessed by any individual deemed a child under applicable privacy laws of the state in which the child resides.

4.5 Third-Party Services.
If you use the Proprietary SDK(s) in conjunction with services and applications developed by a third party or that access data, content, or resources provided by a third party (“Third-Party Services”), you agree that you do so at your sole risk. You understand that all data, content or resources which you may access through such Third-Party Services are the sole responsibility of the party from which they originated and LIV shall not be liable for any loss or damages that you may experience as a result of the use of such Third-Party Services. To the extent you choose to use such Third-Party Services, you are solely responsible for compliance with any applicable laws. You should be aware that the data, content, and resources presented to you through such Third-Party Services may be protected by intellectual property rights which are owned by the third-party providers (or by their affiliates or licensors). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on the data content, or resources you may access through Third-Party Services unless you have been specifically given permission to do so by the relevant owners. You acknowledge that your use of such Third-Party Services may be subject to separate terms between you and the relevant third party. We reserve the right to make changes to the Proprietary SDK which may alter, limit, or remove compatibility with any Third-Party Services at any time without notice or liability to you. If you are dissatisfied with any aspect of the Proprietary SDK(s) at any time, your sole and exclusive remedy is to cease using the Proprietary SDK(s).

4.6 Optional Components.
Certain components incorporated in the Proprietary SDK(s) are optional. Where feasible, LIV will indicate which components are optional in either technical data or associated documentation provided in connection with the Proprietary SDK(s).

5. Updates and Modifications
‍LIV reserves the right to modify or discontinue the Proprietary SDK(s) (or any part thereof) at any time. This includes the right to add or remove features or functionality or to cease to support the Proprietary SDK(s) in our sole discretion. You agree that we will not have any liability to you for the foregoing actions. If you object to any such changes, your sole recourse is to stop using the Proprietary SDK(s). Continued use of the Proprietary SDK(s) after the data any such changes take effect constitutes your agreement to such changes.

6. Termination

6.1 Termination
LIV reserves the right to modify or terminate this License Agreement at any time, in its sole discretion, for any reason, and without liability to you. You may discontinue your use of the Proprietary SDK(s) at any time. This License Agreement will terminate automatically upon any breach by you of your obligations hereunder. In such case, you must immediately discontinue all use of the Proprietary SDK(s) and permanently erase or cause such Proprietary SDK(s) to be erased from your computer systems, files, storage media, and all software products in your possession and control into which the Proprietary SDK(s) have been incorporated, and provide written confirmation to LIV upon completion.

6.2 Survival.
The provisions set forth in the following sections, and any other right or obligation of the parties that, by its nature, should survive termination or expiration of this License Agreement, will survive: Section 2 (License Restrictions); Section 3 (Ownership; Feedback), Section 7 (Disclaimer of Warranties) , Section 8 (Limitation of Liability), Section 9 (Indemnification), and Section 10 (Miscellaneous).

7. Disclaimer of Warranties.
THE PROPRIETARY SDK(S) ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND LIV HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER. LIV SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LIV MAKES NO WARRANTY OF ANY KIND THAT THE PROPRIETARY SDK(S), OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, DEVICE, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND “AS AVAILABLE”.

8. Limitation of Liability
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8.1 Exclusion of Damages
IN NO EVENT WILL LIV BE LIABLE UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, CONTRACTS, REVENUE, PROFIT, ANTICIPATED SAVINGS, OR ANY DIMINUTION IN VALUE; (B) BUSINESS INTERRUPTION OR IMPAIRMENT, OR ANY USE OF OR INABILITY TO USE THE PROPRIETARY SDK(S); (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER LIV WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

8.2 Cap on Monetary Liability.
IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LIV AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED $100. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9. Indemnification.
‍You hereby agree to defend, indemnify, and hold LIV and its officers, directors, employees, agents and affiliates harmless from and against any damages, losses, liabilities, settlements and expenses (including costs and attorneys’ fees), arising from or in connection with the following: (i) your violation of applicable law(s) and/or regulations, including laws relating to the collection and use of children’s personal data; (ii) your use of the Proprietary SDK(s), or any part thereof, including uses in connection with Third-Party Services which violate the rights of any third party; and (iii) any violation or alleged violation of any term of this License Agreement by you.

10. Miscellaneous

10.1 Relationship of the Parties
‍The relationship between the parties is that of independent contractors. Nothing contained in this License Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

10.2 Public Announcements
Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this License Agreement or, unless expressly permitted under this License Agreement or otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party.

10.3 Entire Agreement
This License Agreement, together with the LIV Privacy Notice, constitute the entire and exclusive understanding and agreement between LIV and you with respect to its subject matter, and supersedes and replaces any and all prior oral or written understanding or agreement between LIV and you with respect to its subject matter.

10.4 Assignment
You may not assign or transfer this License Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this License Agreement, without such consent, will be null and of no effect. LIV may freely assign or transfer this License Agreement without restriction. This License Agreement is binding on and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

10.5 No Third-Party Beneficiaries
This License Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this License Agreement.

10.6 Export Regulations
The Proprietary SDK(s) may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. You shall not directly or indirectly, export, re-export, or release the Proprietary SDK(s) to, or make the Proprietary SDK(s) accessible from, any country, jurisdiction, or person to which export, re-export, or release is prohibited by applicable law.

10.7 Waiver
LIV’s failure to enforce any right or provision of this License Agreement will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of LIV. Except as expressly set forth in this License Agreement, the exercise by either party of any of its remedies under this License Agreement will be without prejudice to its other remedies under this License Agreement or otherwise.

10.8 Severability
If, for any reason, a court of competent jurisdiction finds any provision of this License Agreement invalid or unenforceable, that provision shall be enforced to the maximum extent allowed and the other provisions of this License Agreement shall remain in full force and effect.

10.9 Governing Law; Submission to Jurisdiction
This License Agreement will be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any legal suit, action, or proceeding arising out of or related to this License Agreement will be the state and federal courts located in City and County of San Francisco, California and each of the parties waives any objection to jurisdiction and venue in such courts.