CONTACT CI SDK END USER LICENSE AGREEMENT
YOU MUST READ AND ACCEPT THIS CONTACT CI SDK END USER LICENSE AGREEMENT (“AGREEMENT”) PRIOR TO USING ANY SOFTWARE. DOWNLOADING OR USING THE SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY AFFECT YOUR RIGHTS. PLEASE BE SURE TO REVIEW THIS PROVISION IN ITS ENTIRETY BEFORE YOU AGREE TO THIS AGREEMENT.
If you do not agree to these terms, do not use the software.
Contact CI reserves the right to change, amend or update this Agreement, the SDK or any of the rights granted herein at any time in its sole discretion. Continued use of the SDK and the Products (as defined herein) or other Contact CI software may require that you accept and agree to amended or updated versions of this Agreement. Your continued use of the SDK after changes or amendments to this Agreement take effect will constitute your acceptance of the changes or amendments, even if you have not been notified of such changes or amendments. If you do not agree to and accept the new Agreement terms, you agree to cease or terminate your use of the SDK.
This SDK License Agreement (“Agreement”) is made between Contact CI and you, the individual or entity using the SDK (“you” or “Developer”). All users associated with your organization are bound by this Agreement.
This Agreement covers use of the Contact CI software development kit and related documentation made available at the developer portal on Contact CI’s website (the “SDK”) for the following purposes: (i) personal, non-commercial use (for the avoidance of doubt, excluding use for the design or manufacture of a commercial or distributable product) and/or (ii) demonstration of your application to internal and external stakeholders and customers where there is no transaction or any other form of compensation for you or your entity (“Permitted Use”). This Agreement does not cover uses for commercialization or applications using third party hardware, which require a separate license agreement.
In each case, the SDK should not be modified or adapted to power, or be used with, any haptic device that is not an authorized Contact CI product (“Product”).
1.1 Subject to the terms and conditions of this Agreement, Contact CI hereby grants to you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable right and license to install and use the SDK for the Permitted Uses only during the term of this Agreement and solely with and in connection with Contact CI’s proprietary Products as delivered for use with the SDK. Your applications that are created using the integration of the SDK with your modifications for use with the Products shall be known as “Developer Applications”.
1.2 The SDK may include software or other materials that are provided under a separate license agreement, and that separate license will govern the use of such software or other materials in the event of a conflict with this Agreement.
- Updates, Upgrades and Technical Support.
2.1 All publicly available updates, upgrades, modifications, enhancements, bug fixes, revisions, new releases or new versions to the SDK that Contact CI may make available to you in connection with this Agreement (“Updates”) may be made available to you upon request in Contact CI’s discretion. You understand that Updates may affect the Developer Applications and your ability to use, access or interact with the SDK or any of Contact CI’s software or the Product.
- Restrictions on Use; High Risk Use.
3.1 The license rights granted herein are subject to the terms of this Agreement and certain restrictions on use as follows:
3.1.1 This Agreement does not allow development of applications relating to (a) the production or trade in weapons of any kind or any military applications, (b) medical applications, (c) virtual reality arcades, (d) Interactive kiosk applications, (e) alternative hardware location based installments, (f) museums and theme parks, (g) telerobotics, and (h) spatial computing headset manufacture.
3.1.2 Except as expressly allowed herein, you may not publish, distribute, copy, modify or create derivative works of the SDK.
3.1.3 You may not commercialize or make available to any third party the Developer Applications.
3.1.4 The SDK may not be used with any hardware or software other than the Product and the Product-loaded software.
3.1.5 The SDK will not be used to create a product that competes with or is substantially similar to the Product.
3.1.6 You may not and may not enable others to, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct, identify, or discover any source code, underlying ideas, techniques, or algorithms in the Product or Product loaded software, or any software which forms part of the SDK, nor attempt to circumvent any related security measures except to the extent as may be permitted by licensing terms governing the use of any open source software components contained within the SDK.
3.1.7 Proprietary rights or confidentiality notices within the SDK or any software, documentation, or other materials in it or supplied with it shall not be removed.
3.1.8 You may not take any actions in connection with your use of the SDK that would cause the SDK or any of Contact CI’s software to fall under the terms of any license which would obligate you or Contact CI to make available or publish any part of the SDK or Contact CI software.
3.2 The SDK, Contact CI software and Products are not designed for use where failure, malfunction or fault could lead to death or serious bodily injury to a person or animal or severe physical or environmental damage (“High Risk Use”). Nothing herein shall be deemed a license to use, copy, sell, offer for sale, distribute or otherwise engage with the SDK, Product or Contact CI software or the Developer Applications in connection with a High Risk Use. If you intend to use the SDK for such purpose, a separate agreement must be entered into with Contact CI. Any such use is entirely at your own risk and liability. You agree to develop and design your Developer Applications in a manner that does not present risks of personal injury or death, property damage, or other losses and that minimizes and mitigates the risk of damage.
3.3 By using the SDK (i) you assume all the risk associated with the use of the Contact CI software, Product or Developer Applications, including without limitation any risk associated with an end users’ use of any of the foregoing and, (ii) you hereby waive, on behalf of yourself and your users, all claims against Contact CI, its employees, officers, directors, successors and assigns, related to such use, harm or loss.
- Intellectual Property Ownership
4.1 As between you and Contact CI, Contact CI owns all right, title, and interest, including all intellectual property rights, in and to the SDK, the Products and any and all other Contact CI hardware, Contact CI software and any other software distributed with the Product and any and all collateral, distributable, documentation or other materials provided by Contact CI to you (“Contact CI IP”). Notwithstanding the foregoing, the SDK and Contact CI software may include third party materials incorporated therein. You acknowledge all of Contact CI’s rights in and to the above and agree not to contest Contact CI’s ownership of any Contact CI IP.
4.2 You own all right, title and interest in and to the Developer Applications and nothing herein is a grant of rights to Contact CI to use or access the Developer Applications, except to the extent the Developer Applications contain any Contact CI IP.
4.3 In the event you provide feedback to Contact CI, Contact CI will own the right in and to all such feedback and may, but is not obligated to, use it for any reason it sees fit.
4.4 If you learn of a breach of Contact CI’s IP rights in any of the SDK, the Products, any and all other Contact CI hardware, the Contact CI software and any other software distributed with the Product, and any and all collateral, distributable, documentation or other materials provided by Contact CI to you, you agree to promptly inform Contact CI in writing and cooperate with Contact CI in any reasonable manner to assist with the enforcement of Contact CI’s rights.
4.5 All rights not expressly granted in this Section are reserved by Contact CI.
Trademarks and Attribution.
5.1 You agree that as a condition of the license granted herein, you agree to identify the Developer Applications and associated materials, documentation, marketing or other collateral as created using or incorporating Contact CI proprietary technology. The specific marking or reference should be reviewed and approved by Contact CI in advance or comply with written guidelines provided by Contact CI from time to time.
5.2 Contact CI hereby grants to you a limited, non-exclusive, non-transferable, revocable license to use the Contact CI trademark solely to reference or mark the Developer Applications and related written materials only as set forth herein and above during the term of this Agreement.
5.3 Contact CI has the right to reference you and your Developer Applications in its marketing, media, or other similar or related applications. You hereby grant to Contact CI and its successor and assigns a limited, non-exclusive, worldwide, royalty free, perpetual license to use, reproduce, display, publish and distribute your name and marks, photos or display shots or reproductions of the Developer Applications or elements thereof solely for promotional purposes.
- Representations; Warranties; Disclaimer
6.1 You represent and warrant that (i) you have the authority to enter into and be bound by this Agreement and/or to legally bind your entity and its users, (ii) you will use the SDK only in accordance with all accompanying documentation, and in the manner expressly permitted by this Agreement; (iii) your use of the SDK or any other Contact CI technology or the Developer Applications does not conflict with or violate any other obligation to which you are bound or infringe upon a third party’s intellectual property rights; and (iv) your use of the SDK or any other Contact CI technology or the Developer Applications does not violate any applicable laws or regulations, and you will not use the SDK or develop Developer Applications which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act.
6.2 THE SDK, THE CONTACT CI SOFTWARE, THE PRODUCTS, AND ANY RELATED MATERIALS OR DISTRIBUTED MATERIALS OR SOFTWARE ASSOCIATED THEREWITH ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND UNLESS OTHERWISE EXPRESSLY SET FORTH IN A WARRANTY AGREEMENT. CONTACT CI, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY DISCLAIMS ALL REPRESENTATIONS, PROMISES, OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SDK, THE CONTACT CI SOFTWARE, THE PRODUCTS, AND ANY RELATED MATERIALS OR DISTRIBUTED MATERIALS OR SOFTWARE ASSOCIATED THEREWITH, INCLUDING THEIR CONDITION, AVAILABILITY, OR THE EXISTENCE OF ANY LATENT DEFECTS, AND FURTHER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SUITABILITY, AND FITNESS FOR ANY PURPOSE. CONTACT CI DOES NOT WARRANT THAT THE SDK OR ANY OF THE OTHER CONTACT CI TECHNOLOGY WILL BE BUG FREE, VIRUS FREE, ERROR-FREE, UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS OR ALLOW YOU TO ACHIEVE ANY PARTICULAR RESULTS.
- Indemnification; Limitation of Liability
7.1 You agree to indemnify, hold harmless and, at Contact CI’s option, defend Contact CI and its officers, directors, employees, agents, successors and assigns harmless from any and all judgments, awards, settlements, liabilities, damages, costs, penalties, fines and other expenses (including court costs and reasonable attorneys’ fees) incurred by them arising out of or relating to any claim based upon, arising from, or relating to (i) your use of the SDK or Products, (ii) a Developer Application; or (iii) your acts and omissions in performing under this Agreement or any breach or alleged breach of this Agreement by you. In no event may you enter into any settlement or like agreement with a third party that affects Contact CI’s rights or binds Contact CI in any way, without the prior written consent of Contact CI.
7.2 UNDER NO CIRCUMSTANCES SHALL CONTACT CI BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, FOR ANY LOSS OF PROFITS, SALES, BUSINESS OR REVENUE OR OTHER BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY OR DAMAGE TO GOODWILL OR FOR ANY LOSS OF DATA. IN NO EVENT WILL CONTACT CI BE LIABLE FOR ANY SUCH DAMAGES EVEN IF CONTACT CI WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. UNLESS OTHERWISE PROHIBITED BY LAW, CONTACT CI’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO $1,000 (ONE THOUSAND US DOLLARS). Notwithstanding the foregoing, nothing in this Agreement shall prejudice your statutory rights as a consumer under applicable law nor limit Contact CI’s liability in the event of death or personal injury resulting from Contact CI’s gross negligence or willful misconduct.
7.3 EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THERE ARE NO CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON CONTACT CI. ANY CONDITION, WARRANTY, REPRESENTATION OR OTHER TERM WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN THE AGREEMENT WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
- Term and Termination
8.1 This Agreement is effective as of your commencement of installation of or engagement with the SDK and will continue to be in effect and apply unless and until terminated by either party as set forth herein.
8.2 This Agreement may be terminated by you upon ceasing use of the SDK in your possession, custody or control provided you uninstall and destroy all copies thereof, including all backup copies and related materials, which shall be done at your sole cost.
8.3 This Agreement may be terminated by Contact CI at any time for any or no reason in its sole discretion.
8.4 Upon termination of this Agreement for any reason, all rights granted under this Agreement will immediately terminate and, specifically with respect to the SDK, you agree to cease use of and destroy all copies of the SDK in your possession, custody or control as well as to cease use and distribution of the Developer Applications. Any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration, including without limitation: Sections 4, 5, 6, 7, 9, 10, 11, 12 and 14.
- Notices. Contact CI’s address for notices is: 231 West 12th Street, Suite 200C, Cincinnati, Ohio 45202.
Contact CI may provide you notice under this Agreement by email or other electronic communication or by posting communications on the Contact CI developer portal found on its website. You consent to receive such notices in any of the foregoing manners and agree that any such notices satisfy all legal communication requirements.
- Arbitration. This section applies to all residents of the United States. You are agreeing to waive your right to file a lawsuit in court and face a jury trial, and instead are agreeing to submit to dispute resolution through arbitration to a neutral third party for a binding decision. You may opt-out of this Section 10 to retain your right to litigate in court. Please read this Section carefully. Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorneys’ fees). “Dispute”, for the purposes of this Section, refers to any dispute, claim, or controversy between you and Contact CI regarding any aspect of your relationship with Contact CI, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Section (with the exception of the enforceability of the Class Action Waiver clause below). The following is excluded from “Disputes”: disputes that qualify for small claims court or disputes exclusively related to the intellectual property or intellectual property rights of you or Contact CI, including but not limited to those in which a party seeks injunctive or other equitable relief for alleged unlawful use or other infringement of intellectual property rights. Notwithstanding the foregoing, either party may submit an intellectual property dispute to mediation or arbitration following the procedures set forth herein but is not compelled to do so.
WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS SECTION.
10.1 For all Disputes, regardless of whether pursued in court or in arbitration, you agree to give Contact CI the opportunity to attempt to resolve the Dispute informally. This shall occur via the following process: You will provide written notice of your claim (“Claim Notice”) to Contact CI via email at firstname.lastname@example.org or by certified mail to 231 West 12th Street, Suite 200C, Cincinnati, Ohio 45202. The Claim Notice must include (i) your name, address, email address and telephone number, (ii) a written description of your Dispute, and (iii) a description of the specific relief you seek. If Contact CI does not resolve the Dispute within 45 days after Contact CI receives your written notification, either party may pursue the Dispute via either mediation or arbitration. You may pursue your Dispute in a court only under the circumstances described below.
10.2 Notwithstanding the above, you may choose to pursue a Dispute in court and not by arbitration if you opt out of these arbitration procedures within 60 days from the date that you first consent to this Agreement by providing written notice to Contact CI at the address set forth above. Your written notification must include (i) your name, address and email address, and (ii) and a clear statement that you do not wish to resolve disputes with Contact CI through arbitration. Your decision to opt-out of this Section will have no adverse effect on your relationship with Contact CI. Any opt-out request received after the 60 day period will not be valid and you must pursue your Dispute in mediation, arbitration or small claims court.
10.3 These terms are governed by the Federal Arbitration Act. The arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of whether the claim can be arbitrated and any alleged ambiguities in this arbitration section.
10.4 Either party may initiate mediation or arbitration proceedings.
10.5 Disputes submitted to arbitration will be arbitrated by either the American Arbitration Association (“AAA”) or JAMS, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. Arbitration will take place in Cincinnati, Ohio.
10.6 Each party is responsible for its own fees, including but not limited to attorneys’ fees incurred for such arbitration, provided, however, that fees and costs may be awarded to the prevailing party by the arbitrator as provided pursuant to applicable law.
10.7 The arbitrator may not consolidate multiple party’s claims or preside over any form of a class or representative proceeding or claims unless both parties specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court will not apply to you, however, you cannot be a class representative or member in a class or consolidated proceeding without having complied with the opt-out requirements above.
10.8 You understand and agree that by entering into this Agreement and not opting out of these arbitration procedures within 60 days from the date that you first consent to this Agreement as provided in Section 10.2, you are waiving the right to a jury trial or a trial before a judge. You may be waiving rights to be part of a class in court, and you may also be waiving or limiting other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery.
- Governing Law. This Agreement will be exclusively governed by and construed under the laws of State of Ohio without reference to or application of rules governing choice of laws. Subject to Section 10, all disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Cincinnati, Ohio, and the parties hereby irrevocably consent to such jurisdiction and venue.
- Export. All software herein is subject to export laws and regulations. You must comply with all applicable laws, ordinances, regulations and codes, including the identification and procurement of required permits, certificates, licenses, insurance, approvals, inspection, regulatory (e.g. emission) and safety (e.g. UL) requirements in connection with your use of the Products under this Agreement. You acknowledge and understand that the Products may be subject to restrictions upon export from the United States and upon resale after export. You therefore represent and warrant that you will comply fully with all relevant regulations of the U.S. Department of Commerce, with the U.S. Export Administration Act, and with any other import and/or export control laws or regulations of the United States.
- Assignment. You may not assign this Agreement without the prior written consent of Contact CI. Any assignment without such consent is void and of no effect. Contact CI may assign this Agreement without your consent and this Agreement shall inure to the benefit of permitted successors and assigns.
- Miscellaneous. The failure of a party to enforce any rights under this Agreement will not be deemed a waiver of any rights. If any provision of this Agreement is held by a court of competent jurisdiction to violate any laws or regulations, the remaining provisions of this Agreement will remain in full force and effect. This Agreement does not create any agency, partnership, or joint venture relationship between the parties. This Agreement is the entire understanding of the parties with respect to its subject matter and supersedes any previous or contemporaneous communications or agreements, whether oral or written with respect to such subject matter. Your use of the SDK shall be solely governed by this Agreement. Any terms or conditions introduced by you either directly, indirectly by way of reference or otherwise are hereby explicitly rejected and shall not apply. Any contradictory, standard or additional terms, which you may attach or include in any other document or arrangement not forming part of this Agreement, including but not limited to any letter or terms of engagement or the like, purchase order, invoice, acknowledgment, delivery receipt, confirmation or other delivery or acceptance document shall be void and otherwise will have no force or effect.