SDK License Agreement
This Sturfee, Inc. SDK License Agreement (“Agreement”) is between you and Sturfee, Inc. (“Sturfee”, “we”, “our,” and “us”) and governs your use of the accompanying software development kit, consisting of sample source code (“Sample Code”), documentation and other materials provided directly to you in the SDK download, and includes updates, upgrades, modifications and/or enhancements, if any, provided by us with respect to such software (collectively, “Sturfee VPS SDK”, “Sturfee SDK” or “SDK”). “You” and “your” and “Licensee” means the individual, company or other legal entity licensing the Sturfee SDK under this Agreement. BY PRESSING THE "I AGREE" BUTTON, AND/OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE STURFEE SDK, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS ENTIRE AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY OR OTHER LEGAL ENTITY THAT WILL BE USING THE STURFEE SDK, DO NOT PRESS "I AGREE" AND DO NOT DOWNLOAD THE STURFEE SDK.
General. Sturfee has developed a proprietary software-as-a-service Visual Positioning System platform (the “Sturfee VPS Service” or “Service”). This Agreement governs your use of the Sturfee SDK to develop your augmented reality application(s) (“Your AR App(s)”) for the sole purpose of enabling your end users’ to use Your AR App with the Sturfee VPS Service. This Agreement does not grant you or any end user any right or license to access and use the Sturfee VPS Service.
License Grants. Subject to the Agreement, Sturfee hereby grants you a non-exclusive, non-transferable, limited license:
to (a) use, modify or merge all or portions of the Sample Code to incorporate into Your AR App, and (b) use other portions of the Sturfee SDK for the purpose of internal development of Your AR App, in each case solely for the purpose of Your AR App to interoperate with the Sturfee VPS Service (the “Purpose”);
to remotely access and use the Sturfee VPS Service with Your AR App, solely for the Purpose;
to reproduce and use any documentation provided by Sturfee as part of the Sturfee SDK in support of the licenses granted in clauses (i) and (ii) above, solely for the Purpose; and
to permit your employees and contractors (collectively, “Authorized Users”) to exercise the licenses granted in clauses (i), (ii) and (iii) above, solely on your behalf for the Purpose.
You acknowledge that the Sturfee SDK and its structure, organization, and source code constitutes valuable trade secrets of Sturfee and its suppliers. You agree to maintain the Sturfee SDK in confidence to the same extent that you maintain such confidentiality to protect your own confidential and proprietary information, but not less than a reasonable degree of care.
You will not, and you will not permit any person to: (a) use the Sturfee SDK for any purpose other than interoperating with the Sturfee VPS Service in a manner for which the Sturfee SDK and Sturfee VPS Service are expressly designed; (b) use the Sturfee SDK in the development of any application or service that is for the purpose of competing directly or indirectly with the Sturfee VPS Service; (c) modify, adapt, alter, or create derivative works from the Sturfee SDK, except, with respect to Sample Code, as expressly permitted in Section 2(i)(a); (d) merge the Sturfee SDK with other software, except, with respect to Sample Code, as expressly permitted in Section 2(i)(a); (e) except as expressly permitted under Section 2(ii) and 2(iv), permit access to, sublicense, or transfer the Sturfee SDK to any third party (including as part of any time-sharing or service bureau arrangement); (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for any software in the Sturfee SDK provided in executable object code, unless expressly permitted by applicable law (provided that you request such source code from Sturfee in writing for lawful purposes and comply with Sturfee’s lawful requirements to provide such source code); or (g) circumvent, decode, de-encrypt any portions of the Sturfee SDK provided in object code or engineer around any security, tracking, or other technological measures in the Sturfee SDK. You further agree that you will not, and you will not permit any person to, screenscrape any Sturfee software from the Sturfee VPS Service. You shall, and you shall require Authorized Users to, reproduce on all copies made by or for you, and you shall not, nor shall you permit any Authorized User, to remove, alter, or obscure in any way, all proprietary rights notices (including copyright notices) of Sturfee or its suppliers on or within the copies of the Sturfee SDK in yours or your Authorized Users’, possession or control.
If you are prohibited under applicable law from using the Sturfee SDK, you may not use the Sturfee SDK, and you will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the Sturfee SDK. Without limiting the generality of the foregoing, you represent and warrant that the Sturfee SDK will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
Ownership. You will retain ownership of Your AR App, subject to Sturfee’s rights in the Sample Code. The Sturfee SDK, Sturfee VPS Service and the content and Sturfee software comprised in the Sturfee VPS Service, and all worldwide intellectual property rights therein (collectively, the “Sturfee Technology”), are the exclusive property of Sturfee and/or its suppliers. All rights in and to the Sturfee SDK not expressly granted to you in this Agreement are reserved by Sturfee and its suppliers. There are no implied licenses in this Agreement. Notwithstanding anything in this Agreement to the contrary, any and all suggestions and feedback you provide to Sturfee regarding the functioning, features, and other characteristics of the Sturfee Technology, and all anonymous information collected by Sturfee in connection with the use of the Sturfee VPS Service under this Agreement (collectively, “Feedback”), is deemed non-confidential, and may be used by Sturfee in any manner and for any purpose on a non-exclusive, worldwide, royalty-free and fully paid-up, transferable, irrevocable, and perpetual basis.
Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT THE STURFEE SDK IS PROVIDED “AS IS”. STURFEE DOES NOT WARRANT THAT THE STURFEE SDK OR STURFEE VPS SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. STURFEE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, REGARDING THE STURFEE SDK OR STURFEE VPS SERVICE, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS RELATED TO THE STURFEE VPS SERVICE. YOU ACKNOWLEDGE AND AGREE THAT STURFEE HAS NO OBLIGATION TO PROVIDE ANY SUPPORT UNDER THIS AGREEMENT.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STURFEE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR COST OF COVER, PROGRAM CONVERSION COSTS, LOST PROFITS, LOST SALES, LOST BUSINESS OPPORTUNITIES, LOST REVENUES, LOST GOODWILL, LOST REPUTATION, LOST DATA USE, OR LOST DATA, EVEN IF STURFEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE STURFEE SDK OR STURFEE VPS SERVICE, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS RELATED TO THE STURFEE VPS SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE CUMULATIVE LIABILITY OF STURFEE FOR ANY AND ALL DAMAGES SUFFERED BY YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON A BREACH OF CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR THE STURFEE SDK, IF ANY, OR FIFTY DOLLARS (50 USD), WHICHEVER IS GREATER.
Indemnity. You agree to defend, indemnify, and hold Sturfee and its officers, directors, employees and agents, harmless from and against any and all claims or actions based on or arising out of Your AR App, your use or misuse of the Sturfee SDK, or your violation of this Agreement, any applicable law or regulation.
Termination. This Agreement will commence on the date you press the "I Agree" button or you download the Sturfee SDK, whichever is earlier (the “Effective Date”) and will continue until terminated. This Agreement, and your rights and licenses hereunder, will terminate immediately upon any breach of your obligations under this Agreement. You may terminate the Agreement by uninstalling and ceasing all use of the Sturfee SDK. Sturfee may terminate this Agreement at any time for any reason, including any actual or suspected misuse or abuse by you of the Sturfee SDK or any violation of this Agreement. Following any termination of this Agreement, you must immediately uninstall and cease all use of the Sturfee SDK, and you shall destroy all copies of the Sturfee SDK in your possession or control. Sections 3, 4, 5, 6, 7, 8, and 9 shall survive any termination of this Agreement.
Miscellaneous. Sturfee and you are independent contractors. You may not assign this Agreement without the prior written consent of Sturfee, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. We may assign this Agreement without restriction and without any notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. This Agreement shall be governed in all respects by California law, excluding any conflict of laws principles that would require the application of the laws of another jurisdiction. You hereby submit to the personal jurisdiction of the state and federal courts for Santa Clara County, California. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision will be deemed modified so as to be valid and enforceable to the greatest extent possible under applicable law, and the validity of the remaining provisions hereof shall not be affected thereby. You acknowledge and agree that nothing in this Agreement shall be construed to obligate Sturfee to provide the Sturfee SDK or the Sturfee VPS Service. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. Sturfee’s waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of this Agreement. The English language version of this Agreement shall be the official and controlling version, and any translation provided is solely for convenience. The Sturfee SDK is a "Commercial Item" as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." If and to the extent the Sturfee SDK or license thereof is supplied to or purchased by or on behalf of a United States government entity or an entity licensing the Sturfee SDK for or on behalf of a United States government entity, the SDK is licensed (a) only as a Commercial Item and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. The term “including” means “including without limitation”.