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THIS DOCUMENT IS A LEGAL AGREEMENT (the “Agreement”) BETWEEN HIGH FIDELITY, INC. (“We,” “Us”) AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT (“You”) IN RELATION TO THE SOFTWARE IDENTIFIED BELOW (the “Software”.)
BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF AS YOU HAVE NO RIGHTS TO DO SO. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
THIS AGREEMENT DESCRIBES YOUR RIGHTS AND RESTRICTIONS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.
Software: High Fidelity's WebAssembly SDK
Trial Period: fourteen (14) days
THIS TRIAL LICENSE AGREEMENT DESCRIBES YOUR RIGHTS AND RESTRICTIONS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.
We grant to You a revocable, non- transferable and non-exclusive license to install and use the Software on a single computer (the “Trial License”) or such number of computers as We may provide for in writing, strictly for Your internal evaluation and review purposes and not for production purposes. This Trial License applies only if You have registered with Us for a Trial License of the Software and shall be effective for the number of consecutive days following the date of registration set forth above (“the Trial Period”). You may only register for a Trial License once in any eighteen-month period, unless otherwise provided by Us in writing. You agree not to use a Trial License for any purpose other than determining whether to purchase a license to the Software. You are explicitly not permitted to distribute the Software to any user outside the Organization on whose behalf you have undertaken this license. Your rights to use the Trial License will immediately terminate upon the earlier of (i) the expiration of the Trial Period, or (ii) such time that You purchase a license to the Software. In the event of (i) above, You agree to permanently delete or destroy any copies of the Software in your possession and upon Our request supply Us with written certification of its deletion or destruction. We reserve the right to terminate Your Trial License at any time in Our absolute and sole discretion. You are not entitled to any support or updates for the Software under this Agreement.
This is a license agreement and not an agreement for sale. We reserve ownership of all intellectual property rights inherent in or relating to the Software, which include, but are not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this Agreement. We continue to own all copyright and other intellectual property rights in the Software.
You must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with the Software.
You agree not to use the Software for commercial production purposes or otherwise distribute the Software. You agree not to sublicense, assign or transfer the Software or Your rights in the Software, or authorize any portion of the Software to be copied onto or accessed from another individual’s or entity’s computer except as may be explicitly provided in this Agreement. You agree not to modify, port, adapt or translate the Software. You agree not to use any part of the Software or Your knowledge of the Software (or any information that You learn as a result of Your use of the Software) to create a product with the same or substantially the same functionality as the Software. You shall not unbundle or repackage the Software for distribution, transfer or resale.
This Agreement and Your right to use the Software will terminate on the earlier of (i) the expiration of the Trial Period; or (ii) immediately upon written notice if You fail to comply with the terms and conditions of this Agreement. Upon termination, You agree to immediately cease using and destroy the Software, including all accompanying documents. The provisions of sections 2, 3, 4, 5, 6, 7, and 8 will survive any termination of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ANY OTHER SUBJECT MATTER RELATING TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR ENTIRE LIABILITY WITH RESPECT TO ANY SUBJECT MATER RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR (II) FIVE HUNDRED DOLLARS ($500).
You shall treat the source code for the Software (“Source Code”) as confidential and agree not to use the Source Code except to exercise Your rights under this Agreement. You shall not disclose the Source Code to any third party. Without limiting the foregoing, You shall use at least the same degree of care You use to prevent the disclosure of You own confidential information of like importance, to prevent the disclosure of the Source Code. You shall promptly notify Us of any actual or suspected misuse or unauthorized disclosure of the Source Code. Upon termination of this Agreement, Youu agree to permanently delete or destroy any copies of the Source Code in your possession and upon Our request supply Us with written certification of its deletion or destruction.
The license granted herein applies only to the version of the Software available in connection with the terms of this Agreement. Any previous or subsequent license granted to You for use of the Software shall be governed by the terms and conditions of the agreement entered in connection with the license of that version of the Software. You agree that you will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and re-export control laws and regulations.
You may not assign or transfer this Agreement without Our prior written consent. This Agreement may be assigned by Us in whole or part and will insure to the benefit of Our successors and assigns.
You acknowledge that this Agreement is complete and is the exclusive representation of our agreement. No oral or written information given by Us or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of this Agreement in any way, and You may not rely on any such oral or written information. No term or condition contained in any purchase order shall have any force or effect.
There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Us and our licensors. In addition, no licenses or immunities are granted to the combination of the Software with any other software or hardware not delivered by Us to You under this Agreement.
If any provision in this Agreement shall be determined to be invalid, such provision shall be deemed omitted; the remainder of this Agreement shall continue in full force and effect. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.
This Agreement may be modified only by a written instrument signed by an authorized representative of each party.
This Agreement is governed by the law of the State of California, United States (notwithstanding conflicts of laws provisions), and all parties irrevocably submit to the jurisdiction of the state or federal courts of the State of California and further agree to commence any litigation which may arise hereunder in the state or federal courts located in the judicial district of San Mateo County, California, US.