Depthkit Core Expansion Package for Unity SDK License Agreement

Thank you for your interest in using Scatter’s Depthkit Core Expansion Package for Unity 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.

TERMS AND CONDITIONS

You (the “Licensee”) understand (a) this is not a license to any third-party application and that you are solely responsible for ensuring that you have the necessary rights to use third party applications; and (b) the SDK may contain open source software, in which case it is your responsibility to review and comply with the notices and terms of use applicable to such open source software.


1. License.
Subject to Section 2, this license grants to you a limited, non-transferable, non-sublicenseable, revocable, terminable license during the License Period to use the SDK. You will seek prior written consent prior to any new or substantially different external or commercial use of the SDK. Licensee will ensure (a) that you will not reverse engineer, disassemble, decompile or 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 Scatter in the binary form (except as any foregoing restriction is prohibited by applicable law); (b) your use and any materials you produce using the SDK will be comparable in quality to other examples in market using this technology, and Licensee will not use the SDK in a manner that would degrade or otherwise tarnish Scatter’s reputation; (c) the SDK will be accessible only by Licensee’s personnel; and (d) Licensee makes no guarantees, representations or warranties to third parties regarding the SDK and Scatter. Licensee is expressly prohibited from sharing or distributing any SDK components separately or extractable from the SDK. Licensee will not use the SDK for the development or promotion of technology competitive with the Scatter technology. For avoidance of doubt, this Agreement applies solely to the SDK and does not imply a license to publicly perform or distribute any holographic videos produced by the SDK; such license would be set forth in a separate agreement. You acknowledge that future versions of the SDK may be provided for a fee or otherwise under substantially different terms from those provided hereunder.

2. License Limitations.
The SDK is licensed, not sold, and is protected by US and international intellectual property laws. Licensee may use the SDK only as expressly permitted in Section 1 above. Licensee may not copy, modify, transfer, or distribute any part of the SDK, or the SDK as a whole, except as may expressly be permitted under this Agreement.
Licensee may not make any derivative works of the SDK without Scatter’s prior approval. Except for the modifications to white label applications permitted under Section 3, Licensee agrees that Scatter will own all modifications of, and derivative works based on the SDK. The license is non-exclusive, non-transferable, and non-sublicensable. If Licensee transfers the SDK, or any part of it, to anyone else, this Agreement and the license to the SDK is immediately and automatically terminated. When this Agreement is terminated or expires for any reason, all rights granted in Section 1 terminate immediately and without notice. This Agreement does not, and may not be construed to, give Licensee any right, claim, title to, or ownership in, any product, service, intellectual property, or other proprietary right of Scatter. Licensee will not (and have no right to): (a) reverse engineer, decompile, or disassemble the SDK, or any component thereof (except to the extent permitted by law despite this limitation); (b) work around or defeat any technical limitations in the SDK; (c) alter or obscure any proprietary notices on or in the SDK; (d) export the SDK in violation of any regulation or law, including those of the U.S. Department of Commerce; (e) use the SDK, directly or indirectly, in relation to any third party products or services; (f) purport to subject the SDK, or any component thereof, to any license (e.g., certain open source licenses) that requires, as a condition of using the SDK subject to it, that the SDK be disclosed or distributed in source code form, without charge, or with rights for third parties to modify them; or (g) use the SDK to compete with Scatter’s products and services. All rights not expressly granted are reserved by Scatter. Without limiting the foregoing, nothing in this Agreement (other than the express licenses in Section 1, may be construed as a license to any Scatter intellectual property, expressly or by implication, estoppel, exhaustion, or otherwise).

3. White Label Application.
Licensee is hereby permitted to modify the white label application(s) provided by Scatter under this Agreement, including its source code, solely as necessary for a purpose pre-approved by Scatter (the “Purpose”). Licensee may distribute the modified white label application to its customers, only if (a) the application is in its final and secured form, (b) the application is in a professional condition and labeled with Licensee’s own branding, (c) the distribution is for the Purpose, and (d) with Licensee’s own end- user terms, which must disclaim all support obligations or liability on behalf of Scatter (which Licensee will refer to as “Licensee’s licensor”).

4. No support.
Scatter is not obligated to provide support for or in relation to the SDK. If Scatter elects to provide any support, it may stop (or change how it is) doing so at any time, for any or no reason, without notice. Any support Scatter may provide is provided “as is,” “with all faults,” and without warranty.

5. Feedback.
(a) License grant. If Licensee gives Feedback (defined below), Licensee grants to Scatter, without charge, the non-exclusive perpetual license under Licensee’s intellectual property rights to use, copy, modify and prepare derivative works of the Feedback and to distribute, grant sublicense rights to, and otherwise commercialize the Feedback and derivative works thereof. 
(b) Reservation of Rights; Ownership. Subject only to the express licenses granted in this Agreement, Licensee: (i) retains all right, title and interest in and to Licensee-provided Feedback; and (ii) reserves all rights not expressly granted. 
(c) “Feedback” is all suggestions, comments, input, ideas, or know-how, in any form, that Licensee provides to Scatter about the SDK. 

6. Term.
This Agreement is effective until terminated, and it will terminate (immediately, automatically, and without notice) if Licensee breaches it. Licensee may also terminate it at any time by providing notice to Scatter and destroying the SDK as provided below. When this Agreement terminates or expires, Licensee will promptly destroy the SDK (including all copies, modifications, and merged portions that Licensee has or is in Licensee’s control, in any form). Scatter may also terminate this Agreement at any time upon notice to Licensee, in which case Licensee must promptly destroy the SDK (including all copies, modifications, and merged portions that Licensee has or is in Licensee’s control, in any form). Sections 2, 5, 6, 7, 8, 9, 10, 11 and 12 will survive any such termination or expiration.

7. No Warranties.
The SDK is licensed “as- is.” Licensee bears all risk (including any risks associated with safety resulting from or related to use of the SDK) of using it. Scatter gives no warranties or guarantees (express, implied, or otherwise) regarding the SDK or any related products, services, or technologies. Licensee may have additional rights under Licensee’s local laws that this Agreement cannot change. To the extent permitted under Licensee’s local laws, Scatter excludes all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the above, Scatter does not warrant that the SDK will meet Licensee’s requirements or that operation of the SDK will be uninterrupted or error free. The entire risk as to the quality and performance of the SDK are with you. Scatter is under no obligation to release a commercial version of the SDK.

8. Limited Remedies.
Licensee can recover from Scatter only direct damages up to U.S. $100. Licensee cannot recover any other damages, including consequential, lost profits, indirect, special, punitive, or incidental damages. Licensee also cannot recover for any loss of data, confidentiality, privacy, or profits; or any inability to use the SDK. This limitation applies to anything related to the SDK, including to claims for breach of contract; breach of warranty, guarantee, or condition; or strict liability, negligence, or other tort, to the maximum extent permitted by applicable law. It also applies even if Scatter knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to Licensee because Licensee’s state or country may not allow the exclusion or limitation of incidental, consequential, or other damages.

9. Indemnification.
Licensee will defend, indemnify, and hold Scatter, its affiliates, and their respective successors, directors, officers, employees, and agents harmless from and against all third-party claims, actions, demands, proceedings, damages, costs, and liabilities of any kind arising out of or related to Licensee’s exercise of the rights granted under this Agreement.

10. Injunction.
The SDK includes valuable Scatter intellectual property, and breach of Sections 1, 2 or 3 will irreparably harm Scatter and give it the right (in addition to any other rights or remedies it may have at law or in equity) to seek injunctive relief, without bond.

11. Confidentiality.
Except if otherwise stated in this Agreement, Licensee will not communicate with the press or public about their relationship under, or use the other’s name connected to, this Agreement, without the other’s express, prior, written consent.

12. General.

(a) Licensee may not assign this Agreement, or any rights or duties under it, directly or indirectly (e.g., by merger, consolidation, reorganization, or transfer of control), by operation of contract, law, or otherwise, except with Scatter’s express written consent. Any attempted assignment by Licensee that violates this Section 12(a) is a material breach and is void. Subject to the rest of this Section12(a), this Agreement will bind and benefit the parties’ respective permitted successors, assigns, receivers, and trustees.

(b) If a court of competent jurisdiction finds any term of this Agreement unenforceable, that term will be enforced to the maximum extent possible to effect the parties’ intent, and all other terms will continue in force. Captions are intended solely for the parties’ convenience and do not affect the meaning of any term.

(c) This Agreement 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 Agreement 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 Scatter 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 Scatter’s exercise of its equitable rights or remedies.

(d) No waiver of any breach of this Agreement will waive any other breach, and only written waivers are effective.

(e) This Agreement is the parties’ entire contract regarding Licensee’s evaluation of the SDK and merges all prior and contemporaneous communications, and supersedes all prior agreements between the parties regarding this subject. Except as otherwise expressly provided, this Agreement will not be modified except by a dated and signed writing that references this Agreement. This Agreement will be interpreted according to its plain meaning without presuming it should favor either party. This Agreement has been executed in English, which is the sole language used to interpret and construe its meaning (except if otherwise required by applicable law).

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