SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT

The text of this license (this “License”) may be found at: www.depthkit.tv/license-agreement-v1

Thank you for your interest in using the Simile Software Development Kit (the “SDK”). In order to obtain and use the SDK, you must first agree to the terms of this License. If you do not agree to the terms of this License, then you may not use the SDK.

SDK LICENSE

1.     Subject to the terms and conditions of this License, Depth Kit Inc. d/b/a Simile (“Simile”) hereby grants to you a worldwide, non-exclusive, royalty-free, sublicenseable license to use, reproduce, modify, embed and redistribute (subject to restrictions below) the software contained in the SDK, including, but not limited to, the samples, headers, documentation and source code. This License is subject to the following terms and conditions:

1.1     This license grants you the non-exclusive license and right to use the SDK to develop methods to play back content produced in the software suite known as Depth Kit (such content referred to as your “Content”) in the Unity game engine, as well as other features that may be added from time to time by Simile.  You may not use the SDK to connect Depth Kit to any software platform or game engine other than Unity.

1.2     For avoidance of doubt, when you use the SDK in or with your Content, you retain all rights to your Content, and you have no obligations to share or license your Content (including your source and object code) to Simile or any third parties; provided, however, Simile retains all rights to the SDK and the headers, libraries and APIs of Depth Kit and other tools made available by Simile, including those that may be incorporated into your Content by virtue of your producing it through Depth Kit.

1.3     You agree not to commit any act intended to (a) interfere with the normal operation of Depth Kit or the SDK, (b) provide software to Depth Kit users or developers that would induce breach of any Simile agreements, or (c) provide software to Simile or Depth Kit users that contains malware, viruses, hacks, bots, Trojan horses, or other malicious code.

1.4     You may not use the SDK for any purpose not expressly permitted by this License. You may not:

a. decompile
b. reverse engineer
c. disassemble
d. attempt to derive the source code of any part of the SDK where source code is not directly provided to you, or any other software or firmware provided to you by Simile in binary form (except as and only to the extent any foregoing restriction is prohibited by applicable law).

REDISTRIBUTION

2. Subject to the terms and conditions of this License, your license to redistribute and sublicense the SDK is also expressly made subject to the following conditions:

2.1     You may sublicense and redistribute the binary or object code form of the SDK in whole for no charge or as part of a for-charge piece of Content; provided, however, you may only license, sublicense or redistribute the binary or object code of the SDK (and not the SDK’s source code) in its entirety. The SDK, including its associated libraries, and your Content that includes any portion of the SDK, may only be used with Depth Kit and may not be used, licensed, or sublicensed to interface with software that is not authorized and approved by Simile;

2.2 You must include with all such redistributed or sublicensed SDK code the following copyright notice: “Copyright 2016 Depth Kit Inc. All rights reserved,”

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

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

GENERAL PROVISIONS

3. Additional Materials

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

3.2 Your use of third-party materials included in the SDK, or which the SDK may be dependent upon (including without limitation Unity), 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.  The terms of licensing the Unity game engine can be found here: https://unity3d.com/legal/terms-of-service/software.

4. THE SDK AND ANY COMPONENT THEREOF ARE PROVIDED “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL SIMILE 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 SDK, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO YOU MAY HAVE ADDITIONAL RIGHTS.

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

6. You are responsible for ensuring that your use of the SDK and your Content complies with all applicable laws (including privacy laws) wherever your Content is made available. You acknowledge and agree that you are solely responsible for any health and safety issues arising from your Content.

7. Your acceptance of the terms and conditions of this License in and of itself and for all of your Content may be evidenced by your usage of the SDK or acceptance of this License. As this License is updated for future releases of the SDK, you agree to abide by and meet all requirements of future updates of this License for those future SDK releases, with acceptance evidenced by usage of the SDK or any element thereof and the future updates of this License will apply for your Content that may be developed for or with that future SDK or any element thereof (i.e., you cannot sidestep out of the requirements of future updates of the License by developing against an older release of the SDK or License).  You acknowledge that future versions of the SDK may be provided for a fee or otherwise under substantially different terms from those provided hereunder.

8. Simile reserves the right to terminate this License and all your rights hereunder immediately in the event you materially breach this License.

9. Furthermore, Simile also reserves the right to cancel or terminate this License for any of the following reasons:

a. Intellectual property infringement by you for your Content that is used with or by the SDK;
b. Content that violates applicable law;
c. Health and safety issues associated with your Content;
d. Use of the SDK with a commercial product other than Depth Kit and Unity; and
e. Failure to provide required notices as set forth above.

10. You agree to fully indemnify Simile from any and all losses, costs, damages and expenses (including reasonable attorney's fees) arising out of your Content or any breach of this License.

11. Simile may discontinue or change functionality of Depth Kit or the SDK at any time, and your continued use of Depth Kit or the SDK or use of any modified or additional services in connection therewith is conditioned upon your adherence to the terms of this License, as modified by Simile from time to time, as well as any additional license agreements necessitated by additional features.

12. In the event any provision of this License is determined to be invalid, prohibited or unenforceable by a court or other body of competent jurisdiction, this License shall be construed as if such invalid, prohibited or unenforceable provision has been more narrowly drawn so as not to be invalid, prohibited or unenforceable.

13. You may not assign any rights or obligations under this License without the advance written consent of Simile, which may be withheld in its sole discretion. Simile may assign its rights or obligations under this License in its sole discretion.

14. 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.

15. Your 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.

16. You will comply 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. You agree that this License and the SDK and accompanying documentation are Simile's confidential information (and is not publicly available), and you will not use it, disclose it or make it available to others except in accordance with the terms of this License.

17. This License shall be governed by the laws of the State of New York, without giving effect to choice of law principles. All disputes relating to this License shall be resolved by binding non-appearance-based arbitration before a single arbitrator in New York County, New York. 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. You and Simile agree to submit to the personal jurisdiction of the courts located within New York County, New York in connection with any entrance of an arbitrator’s judgment or decision or any dispute with respect to the arbitration process or procedure or Simile’s exercise of its equitable rights or remedies.

Effective as of October 7, 2016