SIO2 Engine SDK End-User License Agreement

IMPORTANT-READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (yourself, an individual, who will be referred to in this License as “You” or “Your”) and sio2interactive.com for the use of SIO2 Engine and the SIO2 Engine SDK (including SIO2 Engine Trial and SIO2 Engine SDK Trial Version), and which may include, but not limited to software components and modules, tutorials and sample source code, printed materials, and online or electronic documentation (“Product”). The Product also includes any software updates and upgrades that sio2interactive.com may provide to You or make available to You. The SIO2 engine and its SDK is protected by copyright law and international treaties. Unauthorized reproduction or distribution of the engine and its SDK, or any portions of it, may result in severe criminal and civil penalties, and will be prosecuted to the maximum extent possible under the law. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY PURCHASING, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SDK SOFTWARE. IF YOU DO NOT AGREE, DO NOT PURCHASE, DOWNLOAD, INSTALL, COPY, OR USE THE SDK SOFTWARE.

1. Ability to accept this Agreement

These terms of this EULA Agreement form a legally binding contract between you and us. By purchasing, downloading, installing, copying and using the SIO2 SDK software, you affirm that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries), and have the right and authority to enter into this Agreement on Your own behalf to the terms and obligations of this Agreement.

2. Definitions

“Agreement” means this SIO2 Engine SDK End-User License Agreement.

“SDK” (Software Development Kit) means the Documentation, software (source code and object code), applications, sample code, simulator, tools, libraries, APIs, data, files, and materials provided or made available by sio2interactive.com for use by You in connection with Your Application development, and includes any Updates that may be provided or made available by sio2interactive.com.

“Application” means one or more software programs developed by You, under Your own trademark or brand, and for specific use with the sio2interactive.com SDK and Tutorials Source Code, including bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs.

“Certified Developer” or "Trial Version" means You (a) have an active and valid account, registered at sio2interactive.com, (b) have purchased the SIO2 developer certificate.

“Confidential Information” includes, but not limited to, SIO2 Engine SDK, documentation, and correspondences, all rights to which are owned or controlled by sio2interactive.com, that have not otherwise been made publicly available by sio2interactive.com.

“Documentation” means any technical or other specifications or documentation that sio2interactive.com may make available or provide to You relating to or for use in connection with the SDK.

“You” or “Your” means the person using the SDK or otherwise exercising rights under this Agreement.

3. Grant of a limited use license

Subject to the terms and conditions of this Agreement, sio2interactive.com hereby grants you a limited, non-exclusive, personal, revocable, non-sublicensable, non-redistributable and non-transferable license to:

1. Install the SIO2 SDK that you previously purchased or downloaded through sio2interactive.com only on the computer owned and controlled by you, to be used personally by you for the sole purpose of developing or testing applications; and
2. Download and use the Tutorials, Sample Source Code and Documentation only for yourself, for your personal use and for the sole purpose of studying SIO2 Engine functionalities and usage.

You understand that Applications developed using these SDK materials might get refused by the platform manufacturer, the cause include, but not limited to you fail to comply their license agreement or program requirement. In any case, sio2interactive.com shall not be responsible for any costs, expenses or other liabilities you may incur as a result of Your Application development or use of this SDK. In addition, you acknowledge that you need to enable and keep a valid internet connection while using SIO2 SDK to develop application. The reason of doing so is for us to authenticate Your SIO2 developer certification and grant You the SDK license, to be able to prevent piracy. You further agree not to interfere, hack or reverse engineer this authentication process.

4. Ownership

sio2interactive.com retains all rights, title, and interest in and to the SDK and any Updates it may make available to You under this Agreement. You agree to cooperate with sio2interactive.com to maintain sio2interactive.com’s ownership of the SDK, retain the full sio2interactive.com copyright, disclaimers and other proprietary notices (as they appear in the SDK and Documentation provided) and You agree to promptly provide notice of any claims relating to the SDK. The parties acknowledge and agree that sio2interactive.com shall not acquire any ownership interest in or to any of Your Applications.

5. Additional limitations

You agree not to rent, lease, lend, upload to or host on any website or server, sell, redistribute, or sublicense the SDK, in whole or in part, or to enable others to do so. You may not use the SDK for any purpose not expressly permitted by this Agreement. You may not and You agree not to, or to enable others to, copy (except as expressly permitted under this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of the SDK or any services provided by the SDK, or any part thereof. In addition, you agree not to reverse engineer, decompile or overwrite the system console, which used for printing SIO2 copyright and showing your certificate information, for the purpose of protecting SIO2 copyright and authenticate your account validation.

You agree not to exploit any services provided by the SDK in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Any attempt to do so is a violation of the rights of sio2interactive.com and its licensors of the SDK or services provided by the SDK. If You breach any of the foregoing restrictions, You may be subject to prosecution and damages. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by sio2interactive.com, by implication, estoppel, or otherwise. This Agreement does not grant You any rights to use any trademarks, logos or service marks belonging to sio2interactive.com.

6. Updates; no support or maintenance

sio2interactive.com may extend, enhance, or otherwise modify the SDK at any time without notice, but sio2interactive.com shall not be obligated to provide You with any Updates to the SDK. If Updates are made available by sio2interactive.com, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern. sio2interactive.com is not obligated to provide any maintenance, technical or other support for the SDK. You acknowledge that sio2interactive.com has no express or implied obligation to announce or make available any Updates of the SDK to anyone in the future.

Should an Update be made available, you agree to follow our instructions on your Control Panel of sio2interactive.com website to completely remove the previous version of SDK and re-download and install the latest version of SDK.

7. Your Obligations

You certify to sio2interactive.com and agree that:

1. All information provided by you to sio2interactive.com will be current, true, accurate and complete.
2. You will comply with the terms of and fulfill Your obligations under this Agreement for your use of the SDK.
3. You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with the SDK, Your Applications and Your related development efforts.
4. You will not re-use any assets you get from the SDK and Tutorials include, but not limited to 3D scene and model, 2D image, texture, sample source code, scripts and render results, into any of your projects to push an application online or re-sell to any third party. They are available to you strictly and only for learning purpose.
5. You will only use the SDK for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations.
6. You will not use the SDK for any unlawful or illegal activity, nor to develop any application which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act.
7. You will not make copies of the SDK for any other usage or purpose other than yourself personal uses as permitted in this Agreement.

8. Changes to terms

sio2interactive.com may change the terms of this Agreement at any time. In order to continue using the SDK, You must accept and agree to the new terms of this Agreement. If You do not agree to new terms, Your use of the SDK will be suspended or terminated by sio2interactive.com. You agree that Your acceptance of such new Agreement terms may be signified electronically, including without limitation, by checking a box or clicking on an “I agree” or similar button.

9. Confidentiality

You agree to use sio2interactive.com Confidential Information solely for the purpose of exercising Your rights and performing Your obligations under this Agreement and agree not use sio2interactive.com Confidential Information for any other purpose, for Your own or any third party’s benefit, without our prior written consent.

You agree to hold the Confidential Information in strict confidence and shall not disclose such information to any third party without the written permission of sio2interactive.com. You also agree to employ all steps necessary to protect the Confidential Information from any disclosure or use, including without limitation, all steps You use to protect information considered proprietary and a trade secret.

You will refrain from directly or indirectly acquiring any interest in, or designing, creating, manufacturing, selling or otherwise dealing with any items or product containing the Confidential Information received by You under this Agreement.

You acknowledge and agree that the SDK received under this Agreement, and any software, application products derived or compiled from the SDK, are subject to the following limitations:

1. You may use the SDK while having a valid “Certified Developer” certification obtained from sio2interactive.com or as long as you posses an un-expired "Trial Version" of the SDK. All other uses are expressly forbidden by this agreement.
2. You may not grant rights to use the SDK to any other individual or entity.
3. You are subject to all terms and limitations set forth in all separate license provide by sio2interactive.com to you with the SDK.

However, You may disclose sio2interactive.com Confidential Information to the extend required by law, provided that You take reasonable steps to notify sio2interactive.com of such requirement before disclosing these information and to obtain protective treatment of the sio2interactive.com Confidential Information. You acknowledge that damages for improper disclosure of sio2interactive.com Confidential Information may be irreparable; therefore, sio2interactive.com is entitled to seek equitable relief, including injections and preliminary injunctions, in addition to all other remedies.

You may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions, or the relationship of the parties without sio2interactive.com’s express prior written approval, which may be withheld at sio2interactive.com’s discretion.

10. Effectiveness

The Terms of this Agreement shall commence upon our approval of your "Trial Version or “Certified Developer” application and update your account type to be “Certified Developer”. Please take note that the certification process can take up to 5 business days upon successful payment.

11. Disclaimer of warranties

The SDK may contain inaccuracies or errors that could cause failure or loss of data and it may be incomplete. sio2interactive.com and its licensors reserve the right to change, suspend, remove, or disable access to any services at any time without notice. In no event will sio2interactive.com be liable for the removal of or disabling of access to any such services. sio2interactive.com may also impose limits on the use of or access to certain services, in any case and without notice or liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SIO2INTERACTIVE.COM SDK AND SERVICES ARE AT YOUR SOLE RISK. THE SIO2INTERACTIVE.COM SIO2 ENGINE SDK AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SIO2INTERACTIVE.COM AND ITS PARTNERS, LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OR ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. SIO2INTERACTIVE.COM AND ITS PARTNERS, LICENSORS MAKE NO WARRANTY THAT (i) THE SIO2INTERACTIVE.COM SIO2 ENGINE SDK AND SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SIO2INTERACTIVE.COM SIO2 ENGINE SDK AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SIO2INTERACTIVE.COM SIO2 ENGINE SDK AND SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SIO2INTERACTIVE.COM SIO2 ENGINE SDK AND SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SIO2INTERACTIVE.COM SIO2 ENGINE SDK AND SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIO2INTERACTIVE.COM OR THROUGH OR FROM THE SIO2INTERACTIVE.COM SIO2 ENGINE SDK AND SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE SDK AND SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

12. Limitation of liability

UNDER NO CIRCUMSTANCES SHALL SIO2INTERACTIVE.COM OR ITS PARTNERS, LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF ANY USE OR MISUSE OF THE SIO2INTERACTIVE.COM SIO2 ENGINE SDK AND SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, OR INTERRUPTION OF BUSINESS), EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF THESE DAMAGES, REGARDLESS OF THE FORM OR CAUSE OF ACTION INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, AND OTHER TORT ACTIONS.

13. Indemnification

You agree to indemnify, defend, and hold harmless sio2interactive.com (including its affiliates, licensors and subcontractors) against all claims, losses, liabilities, expenses, damages and costs (including without limitation attorney fees and court costs) resulting from any breach of this Agreement, any certification, covenant, representation of warranty made by You in this Agreement. sio2interactive.com reserves the right, and its election to assume the exclusive defense and control of any matter subject to indemnification by you and you agree to cooperate with us in connection with our defense.

In no event may You enter into any settlement or like agreement with a third party that affects sio2interactive.com’s rights or binds sio2interactive.com in any way, without the prior written consent of sio2interactive.com.

14. Termination

This Agreement and all rights granted by sio2interactive.com hereunder will automatically terminate without notice from sio2interactive.com if you fail to comply with any term(s) of this Agreement. sio2interactive.com may also terminate this Agreement, or suspend Your rights to use the SDK, if You fail to accept any new Agreement terms as described in Section 8. Other cause for such termination, limitation of access or suspension shall include, but not be limited to:

1. Requests by law enforcement or other government agencies;
2. Your SIO2 "Trial Version" certification expires;

Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the SDK and erase and destroy all copies, full SDK and all copies of sio2interactive.com Confidential Information in Your possession or control. At sio2interactive.com’s request, You agree to provide written certification of such destruction to sio2interactive.com. The provision of Sections 2, 4, 5, 7(c), 7(f), 9, 10, 11, 12, 13, 14, 15, 16, 17 will survive any termination of this Agreement. sio2interactive.com will not be liable for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy sio2interactive.com may have, now or in the future.

15. General legal Terms

1. Third Party Notices. Portions of the SDK utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the SDK, and Your use of such material is governed by their respective terms.
2. Assignment. This Agreement may not be assigned, nor may any of Your obligations under this Agreement be delegated, in whole or in part, by You by operation of law, merger, or any other means without sio2interactive.com’s express prior written consent and any attempted assignment without such consent will be null and void.
3. Relationship of parties. This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between You and sio2interactive.com, and You will not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.
4. Notice. Any notices relating to this Agreement shall be in writing. Notices will be deemed given by sio2interactive.com when sent to You at the email address You provided as part of Your SIO2 developer account registration process. You consent to receive notices by email and agree that any such notices that sio2interactive.com sends You electronically will satisfy any legal communication requirements.
5. Waiver and construction. Failure by sio2interactive.com to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to this Agreement. Section headings are for convenience only and are not to be considered in construing or interpreting this Agreement.

16. Force Majeure

You agree that we shall not be responsible for damages, losses, costs, claims, delays or failures in performance resulting from acts or occurrences beyond our reasonable control, including, but not limited to, fire, lightning, explosion, war, disorder, flood, industrial dispute, sabotage, weather conditions or acts of local or central government or other competent authorities).

17. Entire agreement, provisions and governing language

This Agreement constitutes the entire agreement between You and sio2interactive.com and governs your use of our SDK and Services, and supersedes all prior understandings regarding such subject matter.

If any provisions of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, it shall be interpreted in order to give effect to such provision to the maximum extend permitted by law, and the remaining provisions shall continue in full force and effect. However, if applicable law prohibits or restricts You from fully and specifically complying with any Sections of this Agreement, or prevents the enforceability of any terms, this Agreement will immediately terminate and You must immediately discontinue any use of the SDK, and erase and destroy all copies of SIO2 Engine SDK as described in the Section entitled “Termination”.

Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern.

18. Violations

Please report any violations of the EULA to info@sio2interactive.com.