Here is what you can and cannot do with the LightBuzz Body Tracking SDK in plain English.
- Use the SDK to develop software products for your company or institution.
- Sell or license your software products to an unlimited number of customers.
- Deploy your software products to an unlimited number of desktop/mobile devices.
- Resell your SDK license or sublicense the SDK to other companies or institutions.
- Run the SDK as a remote server program.
- Disassemble the SDK.
Commercial use of the LightBuzz Body Tracking SDK software has a license fee of $12,000 (US Dollars) per year. Academic institutions can the SDK in non-commercial research products for $1,000 per year.
LightBuzz Inc. guarantees the fees will remain equal or lower to the aforementioned price for at least three years, starting 01 April 2021. LightBuzz may adjust the pricing to cover significant inflation rate increases (greater than 3%).
Terms & Conditions
This Software License Agreement (the “Agreement”) covers the “Universal Body Tracking Software Development Kit” and its associated services (the “Service” or “SDK”) developed and distributed by LightBuzz, Inc (“LightBuzz”). The Service, consisting of the documentation (“Documentation”), redistributable binaries (“Binaries”), sample code (“Sample Code”), and other materials, is provided to you directly in the applicable software package download, and any upgrades, modified versions, additions, and improvements therefor, if any, designed to enable software developers to build applications on top of the SDK.
The Agreement governs the use of the SDK by you, and/or the entity on whose behalf you are downloading the SDK (“you”). BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SDK. Accordingly, you and LightBuzz acknowledge and agree as follows:
1. LIMITED LICENSE
Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, including without limitation all license limitations and restrictions set forth herein, LightBuzz grants you the following limited, non-exclusive, non-refundable, non-transferable, non-sublicensable, revocable licenses to:
a. use, and (where applicable) authorize your employees and/or contractors to use, the Documentation internally solely in connection with developing your own branded applications that interoperate with the SDK (“Applications”);
b. incorporate unmodified Binaries into your Application, solely for the purpose of enabling interoperability with the Service, solely in accordance with all applicable Documentation and applicable terms, and subject to you obtaining and maintaining a unique key from LightBuzz, to distribute Binaries so incorporated in your compliant Application to end-users in executable form; and
c. use, modify, and redistribute the Sample Code, as identified in the headers or associated Documentation.
By accessing or using the SDK, you represent, warrant, and covenant that (a) you are a person or business entity engaged in the development of software applications, and (b) in the case of a business entity, you have the full power and authority to bind such entity to the terms of this Agreement. References to “you” herein shall refer to you, and/or the entity on whose behalf you are using the Service and all individual users of the Service on behalf of such entity. You acknowledge that the foregoing license does not include any right to:
a. redistribute, sell, lease, license, or modify any portion of the SDK, or
b. use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable documentation, or
c. reproduce, distribute, publicly display, or publicly perform any part of the SDK, except as provided herein or in the applicable license.
Except if, and solely to the extent that, such a restriction is not authorized herein, or impermissible under applicable law or applicable Third Party Software (defined below) license terms, you may not:
a. decompile, reverse engineer, or otherwise access or attempt to access the source code for the SDK not made available to you in source code form, or make or attempt to make any modification to the SDK; or
b. remove, obscure, interfere with, or circumvent any feature of the SDK, including without limitation any copyright or other intellectual property notices, security, or access control mechanism.
You may not use the SDK for any purpose other than interoperating with the Service in a manner for which the SDK and Service are expressly designed, including, but not limited to, running the SDK on a server or cloud hosting environment.
If you are prohibited under applicable law from using the SDK, you may not use them, 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 SDK. Without limiting the generality of the foregoing, you represent and warrant that the 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 (collectively the “Export Laws”). In addition, if the SDK is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Crimea, Cuba, Iran, North Korea, Sudan, or Syria and that you are not otherwise prohibited under the Export Laws from receiving the SDK. You may not use the SDK for any purpose, or use the SDK in the development of any Application that is for the purpose of lifesaving, emergency response, or otherwise for deployment in any circumstance in which failure would be likely to lead to property damage, environmental damage, personal injury, or death. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
3. RESERVATION OF RIGHTS
The SDK is owned by LightBuzz and licensed, not sold, to you. The SDK, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services, and all other elements of the SDK and related documentation (the “LightBuzz Materials”), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and LightBuzz, all LightBuzz Materials, including intellectual property rights therein and thereto, are the sole and exclusive property of LightBuzz or its subsidiaries or affiliated companies and/or its third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or make any use of the LightBuzz Materials except as expressly authorized hereunder. LightBuzz reserves all rights not expressly granted in this Agreement. You do not acquire any right, title, or interest to the LightBuzz Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement.
The SDK (including as embodied in or utilized by any Application) is the confidential and proprietary information of LightBuzz, and you may not, during the term or thereafter, disclose them to any third party, or to use them for any purpose other than as expressly provided herein, without a separate written agreement with LightBuzz authorizing you to do so.
5. ENTERPRISE AND CONTRACTOR USAGE
Under this Agreement, you may allow (i) your Enterprise employees, and (ii) individuals who work primarily for your Enterprise on a contractor basis and from your secure network (each a “Contractor”) to access and use the Licensed Software pursuant to the terms in Section 1 solely to perform work on your behalf, provided further that with respect to Contractors: (i) you obtain a written agreement from the Contractor which contains terms and obligations with respect to access to or use of Licensed Software no less protective of LightBuzz than those set forth in this Agreement, and (ii) such Contractor’s access and use expressly excludes any sublicensing or distribution rights for the Licensed Software. You are responsible for the compliance with the terms and conditions of this Agreement by your Enterprise and Contractors. Any act or omission that if committed by you would constitute a breach of this Agreement shall be deemed to constitute a breach of this Agreement if committed by your Enterprise or Contractors. “Enterprise” means you or any company or legal entity for which you accepted the terms of this Agreement and their subsidiaries of which your company or legal entity owns more than fifty percent (50%) of the issued and outstanding equity
If you provide LightBuzz with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you for the SDK or the Service (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and LightBuzz shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the LightBuzz Materials, SDK or Service. You hereby grant LightBuzz a perpetual, irrevocable, transferable, sublicensable, nonexclusive license under all rights necessary to so incorporate and use your Feedback for any purpose, including to make and sell products and services.
7. THIRD PARTY SOFTWARE
The SDK consists of a package of components, including certain third-party software (“Third Party Software”) that are provided by their authors under separate license terms (the “Third Party Terms”), as described in more detail in the SDK. Your use of the Third-Party Software in conjunction with the SDK in a manner consistent with this Agreement is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Third-Party Software.
8. TERM AND TERMINATION
This Agreement will remain in effect until terminated. The Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of the Agreement. You may terminate the Agreement by uninstalling and ceasing all use of the SDK. LightBuzz may terminate this Agreement at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the SDK or any violation of this Agreement. Following any termination of this Agreement, you must immediately uninstall and cease use of the SDK, and destroy all copies. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive any termination of this Agreement.
9. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
THE SDK AND ALL ASSOCIATED DOCUMENTATION, BINARIES, AND SAMPLE CODE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIGHTBUZZ DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. LIGHTBUZZ EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE SDK, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SDK, OR THE QUALITY OR CONSISTENCY OF THE SDK OR RESULTS OBTAINED THROUGH ITS USE. UNDER NO CIRCUMSTANCES WILL LIGHTBUZZ BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SDK, EVEN IF LIGHTBUZZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You agree to indemnify, defend and hold LightBuzz and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of your Applications, your use or misuse of the SDK, or your violation of this Agreement, any applicable law or regulation.
11. GOVERNING LAW
Any claim relating to the SDK or Service shall be governed by the laws of New York, NY, USA, without regard to conflict of laws provisions. Disputes arising under this shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts located in New York, NY.
This Agreement is the entire agreement between you and LightBuzz and supersedes any and all prior agreements, negotiations, or other communications between you and LightBuzz, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby. You may not assign this Agreement without the prior written consent of LightBuzz, 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. LightBuzz 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. You acknowledge and understand that if LightBuzz is unable to provide the SDK as a result of a force majeure event LightBuzz will not be in breach of this Agreement. A force majeure event means any event beyond the control of LightBuzz. 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. LightBuzz’s waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. The English language version of this Agreement shall be the official and controlling version, and any translation provided is solely for convenience. The 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 SDK is supplied to or purchased by or on behalf of a United States government entity or an entity licensing the 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.
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