Terms of use

VIDINOTI SA

LICENSE AGREEMENT

FOR

PIXLIVE

PIXLIVE AUGMENTED REALITY SOLUTION

 

THIS LICENSE AGREEMENT FOR PIXLIVE (THIS “AGREEMENT” or THIS “Agreement”) IS A LEGALLY BINDING AGREEMENT BETWEEN VIDINOTI SA (“VIDINOTI”) AND THE LEGAL ENTITY YOU REPRESENT (“YOU” OR “You”).  IF YOU USE OR ARE SEEKING TO USE THE SOFTWARE IN CONNECTION WITH ANY WORK OR UNDERTAKING YOU ARE DOING FOR A BUSINESS, COMPANY OR CORPORATE ENTITY (“COMPANY”), WHETHER AS AN EMPLOYEE OR CONTRACTOR, THE TERMS “YOU” AND “You” INCLUDE, AND THE TERMS AND CONDITIONS HEREOF ARE BINDING ON, BOTH YOU AS AN INDIVIDUAL AS WELL AS SUCH COMPANY.  IN ADDITION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY, AND THAT SUCH COMPANY HAS AUTHORIZED YOU TO ACCEPT THE TERMS OF THIS AGREEMENT ON ITS BEHALF.

 

VIDINOTI IS WILLING TO LICENSE THE SOFTWARE AND DOCUMENTATION DESCRIBED IN THE LIST BELOW (THE “SOFTWARE” OR THE “Software”) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW YOU ACKNOWLEDGE AND AGREE, THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, VIDINOTI IS UNWILLING TO AND DOES NOT AND WILL NOT LICENSE THE SOFTWARE OR PROVIDE THE DOCUMENTATION TO YOU.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MAY NOT COMMENCE ANY INSTALLATION PROCESS AND YOU SHALL NOT USE THE SOFTWARE OR RETAIN ANY COPIES OF THE SOFTWARE OR DOCUMENTATION, EVEN IF YOU HAVE IN ANY MANNER COME INTO POSSESSION THEREOF.  ANY USE OR POSSESSION OF THE SOFTWARE AND/OR DOCUMENTATION BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

 

1. LICENSE GRANT

1.1 License to Software other than Sample Code.

As more particularly described in the documentation that is provided by VIDINOTI on the PixLive Maker platform, available at http://www.pixlivemaker.com, for the Software (the “Documentation”), the Software is intended for use as a development and creation tool to enable the development and testing of augmented reality end-user software applications (the “Permitted Use”).  Subject to the terms and conditions of this Agreement, including the limitations, conditions, restrictions and obligations set forth below, VIDINOTI hereby grants to You a personal, non-exclusive, non-sublicensable, non-transferable, revocable, limited copyright license, during the term of this Agreement, to (i) download, install and use the Software (other than Sample Code) in machine-readable (i.e. object code) form solely for the Permitted Use, and (ii) distribute in object code the PixLive Software Development Kit Binaries included in the Software as part of such software applications that You develop in accordance with the Documentation and the Permitted Use.  You may not use the Software and may not accept this Agreement if you are a person barred from receiving the Software under the laws of Switzerland or any other country including the country in which you are resident or from which you use the Software. In addition to any additional software that VIDINOTI provides pursuant to Section 1.5 (Additional Software), the Software licensed hereunder includes the following:

PixLive Software Development Kit Binaries

PixLive Maker web-based platform;

PixLive Player smartphone app for Apple© iOS and Android© devices;

Sample Code; and

Sample Content Files (e.g., image or other multimedia content).

and/or

PixLive Sample Code only ( i.e. , sample applications, in human readable (source code) form)

1.2 Documentation

Subject to the terms and conditions of this Agreement, including the limitations, conditions, restrictions and obligations set forth below, You may reproduce and use a reasonable number of copies of the Documentation on an internal basis only, and solely in support of Your Permitted Use of the Software. Distribution of the Documentation is prohibited without the express written permission of VIDINOTI.

1.3 Third Party Licenses

The Software may contain third party programs.  The license terms associated with those programs apply to your use of them, and in some instances such programs cannot be used or further distributed without a license from the respective owner of such programs. You shall be solely responsible to obtain, if necessary, a separate and independent license from such owner with respect to any such use.  The delivery of the Software does not convey a license, nor imply any rights, to use third party programs.  A separate and independent license for such use may be required and You shall be solely responsible to verify whether such license is needed in conjunction with your use of such third party programs.

The third party programs contained in The Software as well as their respective license are listed thereafter:

ZBar Copyright (C) 2007-2010 Jeff Brown This library is free software; you can redistribute it and/or modify it under the terms of the GNU Lesser General Public License as published by the Free Software Foundation; either version 2.1 of the License, or (at your option) any later version. This library is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details. You should have received a copy of the GNU Lesser General Public License along with this library; if not, write to the Free Software Foundation, Inc., 51 Franklin Street, Fifth Floor, Boston, MA 02110-1301 USA

minizip Zip and UnZip additionnal library, March 15th, 2010 Copyright (C) 1999-2010 Gilles Vollant This software is provided ‘as-is’, without any express or implied warranty. In no event will the authors be held liable for any damages arising from the use of this software. Permission is granted to anyone to use this software for any purpose, including commercial applications, and to alter it and redistribute it freely, subject to the following restrictions: 1. The origin of this software must not be misrepresented; you must not claim that you wrote the original software. If you use this software in a product, an acknowledgment in the product documentation would be appreciated but is not required. 2. Altered source versions must be plainly marked as such, and must not be misrepresented as being the original software. 3. This notice may not be removed or altered from any source distribution.

JavaScriptCore (WebKit) Copyright (C) 1999-2010 JavaScriptCore contributors This library is free software; you can redistribute it and/or modify it under the terms of the GNU Lesser General Public License as published by the Free Software Foundation; either version 2.1 of the License, or (at your option) any later version. This library is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details. You should have received a copy of the GNU Lesser General Public License along with this library; if not, write to the Free Software Foundation, Inc., 51 Franklin Street, Fifth Floor, Boston, MA 02110-1301 USA

JSONKit Copyright (c) 2011, John Engelhart All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “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 THE COPYRIGHT HOLDER OR 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 SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

assimp Copyright (c) 2006-2012 assimp team All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. Neither the name of the assimp team nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “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 THE COPYRIGHT OWNER OR 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 SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

JsonCpp The JsonCpp library’s source code, including accompanying documentation, tests and demonstration applications, are licensed under the following conditions… The author (Baptiste Lepilleur) explicitly disclaims copyright in all jurisdictions which recognize such a disclaimer. In such jurisdictions, this software is released into the Public Domain. In jurisdictions which do not recognize Public Domain property (e.g. Germany as of 2010), this software is Copyright (c) 2007-2010 by Baptiste Lepilleur, and is released under the terms of the MIT License (see below). In jurisdictions which recognize Public Domain property, the user of this software may choose to accept it either as 1) Public Domain, 2) under the conditions of the MIT License (see below), or 3) under the terms of dual Public Domain/MIT License conditions described here, as they choose. The MIT License is about as close to Public Domain as a license can get, and is described in clear, concise terms at: http://en.wikipedia.org/wiki/MIT_License The full text of the MIT License follows: ======================================================================== Copyright (c) 2007-2010 Baptiste Lepilleur Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. ======================================================================== (END LICENSE TEXT)

lwpb Copyright 2010-2013 Alan Grow Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

1.4 License to Sample Code

VIDINOTI may, in its sole discretion, provide certain Sample Code that is part of the Software in human readable (source code) form.  In some cases, the Sample Code may be delivered to You separately from the other Software, but whether provided separately or together with the other Software, if (and only if) VIDINOTI provides such Sample Code in source code form to You, then subject to the terms and conditions of this Agreement, including the limitations, conditions, restrictions and obligations set forth below, VIDINOTI hereby grants to You a personal, non-sublicensable, non-transferable, non-exclusive, revocable, limited copyright license, during the term of this Agreement, solely for the purpose of developing applications utilizing the PixLive Software Development Kit along with PixLive Maker for creating augmented reality content, to use and modify the Sample Code, compile into object code the Sample Code and Your modifications thereto, and reproduce and distribute such compiled object code as part of the software applications that You develop, in each case strictly in accordance with the Documentation and the Permitted Use. You will inform any third parties that are to receive such software applications that contain any Sample Code or Your modifications thereto that the delivery of such software applications will not convey or otherwise provide any rights under patents of VIDINOTI or any of its affiliates.

1.5 Additional Software

VIDINOTI hereby reserves the right to provide or otherwise make available, at its discretion, additional software to You from time to time.  Any additional software or documentation that VIDINOTI provides to You by express reference to this Agreement will be considered to be part of the Software or Documentation, as the case may be, hereunder, and subject to all terms and conditions of this Agreement.  By accepting, possessing or using such additional software or documentation, which shall include without limitation any related plug-ins as we may directly or indirectly distribute as well as related web applications used to generate image resources, You agree that the terms of this Agreement will apply thereto.

1.6 Bug Reports

You agree to report to VIDINOTI all bugs you experience or encounter with the Software and You agree that VIDINOTI shall have the right to use, without attribution or compensation to You, all feedback (of any nature) which VIDINOTI receives or otherwise obtains from You, in any form, to improve, enhance or modify the Software or otherwise.

2. RESTRICTIONS

2.1 Retention of Rights

As between You and VIDINOTI, VIDINOTI hereby retains all right, title, and interests in and to the Software, including without limitation all copyrights, patent rights, trademark rights and all other intellectual property rights therein or related thereto.  Subject to VIDINOTI ownership rights in and to the Software, You shall retain the copyright rights in and to any modifications to the source code portions of the Software that are made by You as permitted by this Agreement.  This Agreement does not convey or otherwise provide to You title or any ownership rights or interests in or to any intellectual property rights of VIDINOTI or any of its affiliates, including but not limited to (1) those incorporated in the Software or any component of the Software, or (2) any VIDINOTI patents, patent applications, works of authorship, trade secrets, know-how, ideas, or any other subject matter protectable under intellectual property rights laws of any jurisdiction. As between You and VIDINOTI, VIDINOTI is the sole and exclusive owner of and retains all right, title and interest in and to all VIDINOTI software, including, without limitation, the items set forth in (1) and (2) above and all intellectual property rights in each of the foregoing.  Neither the delivery of any Software nor any provision of this Agreement (including, without limitation, the rights and licenses granted by VIDINOTI to You in Section 1 (License Grant)) shall be deemed or construed to grant to You either expressly, by implication, by way of estoppel, or otherwise any right, license, or authority to infringe or immunity from infringement liability under (i) any of VIDINOTI’s or its affiliates’ patents, including, without limitation, any patents covering or relating to the Software, other software, or (ii) any non-patent intellectual property rights of VIDINOTI or its affiliates covering or relating to (a) any product or invention other than the Software or (b) any combination of any Software or VIDINOTI software with any other product or invention.  Any rights not expressly granted to You herein are hereby reserved by VIDINOTI. The foregoing limitations shall in no way be deemed a derogation of the express rights granted by VIDINOTI in Section 1 (License Grant) to You.

2.2 Restricted Use

Except as otherwise expressly provided in Section 1 (License Grant) above, You may copy the Software only for backup purposes.  You shall reproduce and include all copyright and other proprietary notices that are on the original copy of the Software on any copies of the Software that are made. You shall not, and you shall not authorize or otherwise permit any third party to, incorporate, link, distribute or use any third party software or code in conjunction with (i) the Software (ii) any software, products, documentation, content or other materials developed using the Software, nor (iii) any derivative works that You make using the source code portions of the Software (if any), in such a way that: (a) creates, purports to create or has the potential to create, obligations with respect to the Software or other VIDINOTI software, including without limitation the distribution or disclosure of any source code; or (b) grants, purports to grant, or has the potential to grant to any third party any rights to or immunities under any VIDINOTI intellectual property rights or proprietary rights, including without limitation as such rights exist in or relate to the Software.  Without limiting the generality of the foregoing, You shall not engage in any act or failure to act, that enables, causes or facilitates any use or distribution of the Software or any third-party software in a manner that causes any patents, copyrights or other intellectual property rights owned or controlled by VIDINOTI or any of its affiliates (or for which VIDINOTI or any of its affiliates has received license rights) to become subject to any encumbrance or terms and conditions of any Open Source License.  The rights granted by VIDINOTI in Section 1 are expressly conditioned upon Your full compliance with the foregoing sentence.  As used herein, “Open Source License” means any agreement that requires, as a condition of use, modification and/or distribution of any software or other software incorporated into, derived from or distributed with such software (each, a “work”), any of the following: (a) the making available of source code, object code or design information regarding a work; (b) the granting of any permission or other right for creating modifications to or derivative works regarding a work; or (c) the granting of any royalty-free license rights to any party under any patents or other intellectual property rights regarding a work.  By means of example and without limitation, “Open Source License” includes the following licenses and/or distribution models: (i) the GNU General Public License, (ii) the GNU Lesser General Public License, (iii) the Mozilla Public License or (iv) any other open source, free software or community licenses (such as, without limitation, those listed on http://www.opensource.org/licenses/alphabetical).

2.3 Additional Restrictions

You will not: (i) reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code version of the Software, except if and only to the extent expressly permitted by applicable law; (ii) use the Software and/or Documentation to create or develop any developer tools (including without limitation plug-ins and middleware) or any software other than end-user targeted augmented reality software applications; (iii) make more copies of the Software and/or Documentation than specified in this Agreement or allowed by applicable law, despite this limitation; (iv)transfer or assign this Agreement or any of the rights, duties or obligations hereunder (note however that You may transfer and assign Your software applications that You develop in accordance with the Documentation and the Permitted Use, provided that, and You inform the transferee/assignee that, the terms and conditions of this Agreement shall continue to fully apply and bind You as well as the transferee/assignee with respect thereto); (v) except as expressly permitted hereby, rent, lease, loan or otherwise in any manner provide or distribute the Software and/or Documentation or any copy of thereof to any third party; (vi) access or use for any purpose any application protocol interface (API) other than such PixLive APIs as are expressly described in the Documentation; or (vii) except as expressly permitted under Section 1 (License Grant), reproduce, distribute, publicly perform, publicly display or create derivative works of or based on the Software and/or Documentation, or disclose, provide or otherwise transfer, in any manner, to any third party the Software, Documentation or any portion thereof. You may not use any tools or methods, other than the PixLive Maker or PixLive Web Service, for the purpose of augmented reality target generation and content aggregation, and any applications You develop with or in connection with the Software that include image recognition functionality must utilize output from tools for the purpose of generating appropriate resources for image and 3D object detection, recognition and tracking.  You may not include in your applications (x) any content or materials of any kind (text, graphics, images, photographs, video, sounds, etc.) that comprise, constitute or depict profanity, nudity, pornographic images or explicit sexual themes, defamatory or libelous statements or material considered illegal or objectionable, or (y) any malware malicious or harmful code, program or other internal component (e.g., computer viruses, Trojan horses, “backdoors” etc. that could damage, destroy or adversely affect other software, firmware, hardware, data, systems, services or networks. You shall not use the Software and/or Documentation to create or develop any software or augmented reality end user application that invades, violates or infringes the copyrights, patent rights, trade secrets, trademark or service mark rights, privacy, publicity, or any other rights of any person or entity, and shall not constitute a libel or defamation of any third party.  In addition, You agree not to design or develop any software or augmented reality end user application that you create or develop based on the use of the Software in a manner so as to, or with the objective to, damage any wireless device, computer, network, or any feature or function of a wireless device, computer or network based on the use of such application.  You represent and warrant that you have obtained all necessary permission and licenses from all copyright holders, if any, in material or code appearing, used or recorded in any software or augmented reality end user application that you create or develop with the Software and/or Documentation. The license to the Software and Documentation granted to You hereunder is solely for the Permitted Use expressly set forth in Section 1 (License Grant) and the Software and Documentation shall not be used for any other purpose or use.

3. CONFIDENTIALITY

You hereby acknowledge and agree that the Software, Documentation and all related information are confidential and proprietary to VIDINOTI.  Except as expressly permitted in this Agreement, You shall not disclose, or permit the disclosure of, the Software and/or Documentation in any form or any information relating to the Software and/or Documentation (including without limitation the results of use or testing) to any third party without VIDINOTI’s prior written permission; provided that, you may otherwise generally make mention of and discuss the Software with others.  You further acknowledge and agree that any unauthorized use or disclosure of the Software, Documentation and/or such information may cause irreparable harm and significant injury to VIDINOTI that would be difficult to ascertain or quantify; accordingly You agree that VIDINOTI shall have the right to seek and obtain injunctive or other equitable relief to enforce the terms of this Agreement and without limiting any other rights or remedies that VIDINOTI may have.  Also, You acknowledge and agree that the Software and Documentation is provided “AS IS,” that VIDINOTI is under no obligation to provide any form of technical support for the Software and/or Documentation, and that if VIDINOTI, in its sole discretion, chooses to provide any form of support or information relating to the Software and/or Documentation, such support and information shall be deemed confidential and proprietary to VIDINOTI and protected in accordance with this Section 3.  You shall not make any disclosure or public announcement relating to this Agreement or the subject matter hereof without the prior written approval of VIDINOTI.

4. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE AND DOCUMENTATION IS AT YOUR SOLE RISK. THE SOFTWARE, DOCUMENTATION AND TECHNICAL SUPPORT, IF ANY, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VIDINOTI AND ITS LICENSOR(S) (FOR THE PURPOSES OF SECTIONS 4, 5, AND 6, VIDINOTI AND ITS LICENSOR(S) SHALL BE COLLECTIVELY REFERRED TO AS VIDINOTI) EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.  VIDINOTI DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR DOCUMENTATION WILL BE CORRECTED.  FURTHERMORE, VIDINOTI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIDINOTI OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY REPRESENTATION OR WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.

5. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL VIDINOTI, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE AND/OR DOCUMENTATION, EVEN IF VIDINOTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.  VIDINOTI HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU HARMLESS UNDER THIS AGREEMENT.  IN NO EVENT SHALL VIDINOTI’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE) EXCEED ONE THOUSAND SWISS FRANCS (CHF 1’000) OR THE EQUIVALENT THEREOF IN ANY OTHER CURRENCY.

6. INDEMNITY

If an application is written by You using any component of the Software and such application is used, distributed, or otherwise deployed, then You agree to indemnify and hold VIDINOTI, its subsidiaries and affiliates and each of their respective officers, directors, employees and successors and assigns (each, a “VIDINOTI Indemnitee”) harmless from and against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each VIDINOTI Indemnitee (including but not limited to costs of defense, investigation and reasonable attorney’s fees) arising out of, resulting from or related to (i) any use, reproduction or distribution of the Software, as modified or integrated by You, which causes an infringement of any patent, copyright, trademark, trade secret, or other intellectual property, publicity or privacy right of any third parties arising in any jurisdiction anywhere in the world, except and solely to the extent such infringement is caused by the unmodified Software, or portions thereof, as supplied to You by VIDINOTI under this Agreement, (ii) the download, distribution, installation, storage, execution, use or transfer of such software, products, documentation, content, materials or derivative works by any person or entity except and solely to the extent such infringement is caused by the unmodified Software, or portions thereof, as supplied to You by VIDINOTI under this Agreement, and/or (iii) any breach of this Agreement by You.  If and as requested by VIDINOTI, You agree to defend each VIDINOTI Indemnitee in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing.

7. CONSENT TO COLLECTION AND USE OF NON-PERSONAL DATA.

 You hereby confirm your understanding that the Software enables VIDINOTI to, and You agree that VIDINOTI and/or its affiliates may, collect and use technical and related information, including but not limited to: (i) information about the end users’ devices such as device unique identifier, make, model, operating system name and version and kernel version, (ii) information about our Software used to create your software or augmented reality end user application such as the SDK version and device profile, and (iii) information about your software or augmented reality application and its use such as settings (e.g., camera resolution settings, configuration settings), start and stop dates and times, camera on/off events, target image obtained/lost events, and other general usage information (collectively “Statistics”).  You further hereby confirm your understanding that the Software enables VIDINOTI and/or its affiliates to, and You agree that VIDINOTI and/or its affiliates may, collect and use Statistics to: (a) facilitate the provision of new products, updates, enhancements and other services, (b) to improve the Software and our products, services and technologies and (c) to provide new products, services or technologies to You and/or our customers.

8.MANDATORY END-USER LICENSE AGREEMENT CLAUSE.

 You also agree to include, in a mandatory end-user license agreement for each of your applications, a clause whereby the end-user unconditionally and irrevocably expressly consents to:

(i) the collection by VIDINOTI and/or its affiliates of Statistics from the Software (including but not limited to: (a) information about the end users’ devices such as device unique identifier, make, model, operating system name and version and kernel version, (b) information about our Software used to create your software or augmented reality end user application such as the SDK version and device profile, and (c) information about your software or augmented reality application and its use such as settings (e.g., camera resolution settings, configuration settings), start and stop dates and times, camera on/off events, target image obtained/lost events, and other general usage information (collectively “Statistics”)).

         (ii) the transfer of Statistics to VIDINOTI and/or its affiliates in Switzerland for VIDINOTI and/or its affiliates to (a) facilitate the provision of new products, updates, enhancements and other services, (b) to improve the Software and our products, services and technologies, and (c) to provide new products, services or technologies to You and/or our customers.

9. TERM AND TERMINATION

This Agreement shall be effective upon acceptance by You and shall continue until terminated.  You may terminate the Agreement at any time by deleting and destroying all copies of the Software and all related information in Your possession or control, provided that you also inform VIDINOTI in writing at that time of such termination. This Agreement terminates immediately and automatically, with or without notice, if You fail to comply with any provision hereof.  Additionally, VIDINOTI may at any time terminate this Agreement, either with or without cause, upon notice to You.  Upon termination You must delete or destroy all copies of the Software and Documentation in Your possession, and the license and other rights granted to You in this Agreement shall terminate. Sections 2 through 15 shall survive the termination of this Agreement.

10. EXPORT COMPLIANCE ASSURANCES

You acknowledge that all hardware, software, source code and technology (collectively, “Products”) obtained from VIDINOTI are subject to the Swiss government export control and economic sanctions laws. You assure that You, Your subsidiaries and affiliates will not directly or indirectly export, re-export, transfer or release (collectively, “export”) any Products or direct product thereof to any destination, person, entity or end use prohibited or restricted under Swiss laws without respective prior Swiss government authorization to the extent required by applicable regulation. You acknowledge that other countries may have trade laws pertaining to import, use, export or distribution of Products, and that compliance with the same is Your responsibility. You further acknowledge that you are not a person or entity that is listed on any Swiss Government list of prohibited or restricted parties.  This section shall survive the expiration or termination of this Agreement.

11. USE OF PIXLIVE NAMES AND LOGO

You shall not display or make any use of VIDINOTI’s or its affiliates’ names, marks or logos in connection with your application without the prior written approval of VIDINOTI. VIDINOTI may, at its sole discretion, provide additional promotional and/or marketing opportunities with respect to such of your applications that display the PIXLIVE and derivated names and logos on its splash screen.

12.DEMONSTRATION OF YOUR APPLICATIONS BY VIDINOTI.

If a software application is written by You using any component of the Software and such application is made publicly available for download or distribution, then from and as of such date as you submit such application for, or otherwise permit or enable, such download or distribution, You hereby grant VIDINOTI and its affiliates a world-wide, assignable, non-exclusive, fully paid-up and royalty-free, perpetual right and license to use, publicly display and publicly perform, in each case for promotional and/or demonstration purposes, each such application and accompanying documentation; provided that any such use by VIDINOTI shall be subject to payment of any applicable standard download, subscription or use fees otherwise generally applicable to the application.  You may terminate the license you grant in this Section 13 by emailing us at support __at __ vidinoti.com stating that you wish to terminate the license granted under this Section 13 with respect to such of Your applications that you specifically identify.

13. GENERAL

This Agreement is governed and interpreted in accordance with the laws of Switzerland without giving effect to its conflict of laws provisions that would result in the application of the laws of a different state. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply. Any claim, lawsuit or proceeding arising out of or related to this Agreement must be brought exclusively in the courts of Fribourg, Switzerland and You hereby consent to the jurisdiction and venue of such courts. The Parties agree, and confirm their mutual intention, that neither this Agreement nor any of the terms of this Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999, or otherwise, by any person/entity not a direct party to it. If any provision of this Agreement shall be invalid, the validity of the remaining provisions of this Agreement shall not be affected.

14. ENTIRE AGREEMENT; AMENDMENT; LANGUAGE

This Agreement is the entire and exclusive agreement between VIDINOTI and You with respect to the Software and Documentation and supersedes all prior agreements (whether written or oral) and other communications between VIDINOTI and You with respect to the Software and Documentation.  Except to the extent that VIDINOTI is expressly precluded by applicable law, VIDINOTI further reserves the right to make changes to this Agreement, to reflect changes in business practices or to reflect changes in or required by law or otherwise, by providing You with reasonable notice of the changes, which notice may be sent in writing or electronically or which may be made by posting notice of update at https://www.vidinoti.com/terms-of-use/ with a link to the updated version.  You will be responsible for reviewing and becoming familiar with any and all such changes. If You continue to use the Software or Documentation after notice of any changes has been provided or posted, You shall be deemed to have accepted any and all such changes.  Otherwise, this Agreement may be modified only by a written amendment executed by both You and VIDINOTI.  This Agreement is entered into solely in the English language, and if for any reason any other language version is prepared by any party, it shall be solely for convenience and the English version shall govern and control in all respects.  If You are located in the province of Quebec, Canada, the following applies:  The parties hereby confirm they have requested this Agreement and all related documents be prepared in English.  Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.