6D.ai Terms of Service
6D Reality Platform
SDK License Agreement
IMPORTANT – PLEASE READ THE TERMS OF THIS SDK LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY CLICKING ON THE “I AGREE” BUTTON OR DOWNLOADING THE SDK, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE DEVELOPER (THE “DEVELOPER”), AND TO BIND THE DEVELOPER TO THE TERMS OF THIS AGREEMENT, AND (3) YOU REPRESENT THAT YOU ARE AT LEAST SIXTEEN (16) YEARS OLD, OF LEGAL AGE TO FORM A BINDING CONTRACT, AND NOT A PERSON BARRED FROM USING THE SDK UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK ON THE “I AGREE” BUTTON OR DOWNLOAD OR USE THE SDK.
THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN DEVELOPER AND 6degrees.xyz Inc. (“6D.ai ”) FOR THE ACCOMPANYING “6D REALITY PLATFORM” ACCESS, WHICH INCLUDES 6D.ai’S SDK SOFTWARE AND MAY INCLUDE ASSOCIATED APIS, MEDIA, PRINTED MATERIALS AND “ONLINE” OR ELECTRONIC DOCUMENTATION (THE “SDK”).
- SDK. Subject to the terms of this Agreement, 6D.ai grants to Developer a nontransferable, nonexclusive, royalty-free, fully paid, worldwide license to (a) internally use, perform, display, reproduce, modify and create derivative works of the SDK for the sole purpose of creating executable object code to enable Developer’s own software application or website (“Developer Application”) to interact with the 6D Reality Platform (“Platform”), and integrating such code into the Developer Application; (b) compile such SDK source code or derivatives thereof into executable object code, and (c) use, perform, display, reproduce, and distribute the SDK in executable object code format solely as incorporated into a Developer Application to end users pursuant to a binding written agreement that contains terms no less restrictive than the Minimum EULA Terms set forth below.
- Third Party Software. The SDK may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are set forth in Attachment 1 and are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.
- Trademarks. 6D.ai does not license to Developer any rights to any 6D.ai trademark, trade name, icon, branding, or logo (“6D.ai Trademarks”) and Developer may not use 6D.ai Trademarks, including the terms “6D.ai ” or “6D Reality Platform”, in the Developer Application or marketing materials, without a separate trademark license agreement from 6D.ai or except as set forth below. Notwithstanding the foregoing, Developer shall: (i) include language in the Developer Application that states that the Developer Application uses the SDK, (ii) use the terms “6D.ai ” or “6D Reality Platform” in a referential phrase, e.g., “connected by 6D.ai ” or “powered by 6D.ai ”, and (iii) use graphics and buttons provided as part of the SDK in the Developer Application.
- Pricing. 6D.ai reserves the right to charge a fee for the SDK (pricing at 6D.ai/pricing) . Notwithstanding the foregoing, 6D.ai reserves the right to charge an increased fee for the SDK for uses of the SDK over a certain rate or for certain types of commercial applications in its sole discretion upon modification of this Agreement as set forth in Section 10. Maximum rates are listed at 6D.ai/pricing and are subject to change from time to time.
- Restrictions. The rights granted to Developer in this Agreement are subject to the following restrictions: Except as expressly permitted in this Agreement, if at all, (a) Developer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the SDK available to any third party; (b) Developer shall not modify, make derivative works of, disassemble, reverse compile, scrape data from, or reverse engineer any part of the SDK; (c) Developer shall not access the SDK in order to build a similar or competitive product or service; (d) no part of the SDK may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; (e) any future release, update, or other addition to functionality of the SDK shall be subject to the terms of this Agreement; and (f) Developer shall not direct excessive (in 6D.ai ’s discretion) transactions or traffic to the SDK server(s). Developer must reproduce, on all copies made by or for Developer, and must not remove, alter, or obscure in any way all proprietary rights notices (including copyright notices) of 6D.ai or its suppliers or Oxford University on or within the copies of the SDK. Developer may not develop an application to interact with Platform except through use of the SDK. Additionally, Developer must include in all publication of results or data obtained from, dependent on or arising out of the use of the SDK software, the identification the use of the SDK and all of the aforementioned proprietary notices.
- Oxford Requirements. Certain of the intellectual property underlying the SDK is owned by Oxford University Innovation Limited (“OUI”) (such intellectual property being the “Oxford IP”), licensed to 6D.ai, which sublicenses it hereunder to Developer. The OUI license requires the following terms from Developer:
- Should the head license between 6D.ai and OUI be terminated for whatever reason, OUI and Developer shall enter into a direct license containing the same obligations and liabilities as set herein, and 6D.ai will pay all due and payable monies hereunder to OUI;
- Should Developer wish to further sub-license the Oxford IP where OUI has consented to the sublicense including the right to do so, it shall procure that any sub-Developer enters into a Deed of Covenant with OUI;
- OUI shall have the right, during the term of this Agreement, through an independent certified accountant appointed by OUI (the “Auditor”), to audit Developer’s Oxford IP-related accounts on at least thirty (30) days’ written notice no more than once each calendar year for the purpose of determining the accuracy of the royalty reports and payments. The Auditor shall be: permitted to enter the principal place of business of the Developer upon reasonable notice to inspect such records and accounts; entitled to take copies of or extracts from such records and accounts; given all other information by the Developer as may be necessary or appropriate to enable the amount of royalties payable to be ascertained including the provision of relevant records; and allowed access to and permitted to conduct interviews of any sales, engineering or other staff of the Developer in order to verify the accuracy of the records and accounts and the accuracy of any royalty statements provided to OUI. If on any such audit a shortfall in payments of greater than five percent (5%) is discovered by the Auditor in respect of the audit period, the Developer shall pay the audit costs of OUI.
- Acceptable Application Policy.
- The following constitute the “Acceptable Application Policy”. The Developer Application may not: (i) circumvent or claim to circumvent limitations on features or functionality of the SDK or Platform; (ii) violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iii) be unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, or patently offensive, or promote racism, bigotry, hatred, or physical harm of any kind against any group or individual, or be otherwise objectionable; (iv) be harmful to minors in any way; (v) violate any law, regulation, or obligations or restrictions imposed by any third party; (vi) contain any computer viruses, worms, or any software intended to damage or alter a computer system or data; (vii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (viii) harvest, collect, gather or assemble information or data regarding a user, including e-mail addresses, without the user’s prior consent; (ix) scrape data or use data provided by 6D.ai for any purpose other than to display such data to the user; (x) transmit a user’s data to 6D.ai without the user’s prior consent; (xi) direct excessive (in 6D.ai ’s discretion) transactions or traffic to the SDK server(s); or (x) transmit a user’s data to 6D.ai other than based on the deliberate action of the user. Developer is solely responsible for the Developer Application and may not state or imply that 6D.ai in any way endorses, certifies, or is affiliated with the Developer Application. Developer is solely responsible for compliance with, and will comply with, all applicable laws and regulations in connection with the Developer Application, including in connection with any user data collected by, or sent to 6D.ai or the Platform via, the Developer Application.
- 6D.ai reserves the right (but has no obligation) to review any Developer Application, and to block any Developer Application, limit any Developer Application’s interaction with Platform, or take other actions 6D.ai deems appropriate in connection with any Developer Application, if 6D.ai , in its sole discretion: (i) disapproves of the Developer Application, (ii) believes that the Developer or the Developer Application violates the Acceptable Application Policy or any other provision of this Agreement, (iii) believes that the Developer Application otherwise creates liability for us, our users, or any other person or is detrimental to the Platform experience.
- Minimum EULA Terms. The following constitute the “Minimum EULA Terms”: (a) title to and ownership of the SDK remains with 6D.ai and its suppliers; (b) the end user may not (i) copy, alter or modify the SDK, (ii) reverse engineer, decompile, disassemble, or in any way attempt to derive the source code for the SDK, or (iii) use the SDK except as embedded within the Developer Application; (c) all express and implied warranties regarding the SDK by 6D.ai and its suppliers are disclaimed; and (d) all consequential, special, and indirect damages are disclaimed on behalf of 6D.ai and its suppliers.
- DISCLAIMER OF WARRANTIES. 6D.ai IS PROVIDING THE SDK ON AN “AS IS” BASIS, FOR USE BY DEVELOPER AT IT’S OWN RISK. 6D.ai PROVIDES LIMITED (IF ANY) TECHNICAL SUPPORT, AND NO WARRANTIES OR REMEDIES FOR THE SDK. 6D.ai AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE SDK, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 6D.ai DOES NOT WARRANT THAT USE OF THE SDK WILL BE STABLE, AVAILABLE, CONTAIN CERTAIN FEATURES, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SDK IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SDK, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DEVELOPER’S FIRST SDK ACCESS.
- LIMITATION OF REMEDIES AND DAMAGES. NEITHER 6D.ai NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. 6D.ai ’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE LOWER OF ONE-HUNDRED DOLLARS ($100.00) AND THE FEES PAID BY DEVELOPER HEREUNDER. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO DEVELOPER.
- Basis of Bargain. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between 6D.ai and Developer. 6D.ai would not be able to provide the SDK on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of 6D.ai’s suppliers.
- Term and Termination. This Agreement and the licenses granted hereunder are effective on the date Developer accepts the terms of this Agreement and shall continue unless this Agreement is terminated by either party pursuant to this section. 6D.ai may terminate this Agreement immediately upon notice to Developer in the event that Developer materially breaches any of the terms hereof. 6D.ai may terminate this Agreement for convenience upon providing sixty (60) days’ notice to Developer. Developer may terminate this Agreement at any time, with or without cause. Developer may terminate this Agreement by sending either an email to legal@6D.ai with Developer’s name and the subject “REMOVE” or a letter by United States mail to: Suite 260, 500 3rd St, San Francisco, CA 94107 or to such other address as 6D.ai may specify in writing by posting the new address on the 6D.ai website. Upon termination, the license granted hereunder shall terminate and Developer shall immediately destroy any copies of the SDK in its possession and terminate any of Developer’s end-user use of the application including 6D.ai SDK, but the terms of this Agreement which are intended to survive termination will remain in effect, including Sections 6, 7, 8, 11, 12, 13, 14 and 15.
- Modifications. 6D.ai reserves the right, at any time, to modify, suspend, or discontinue the SDK, or prevent Developer Application from accessing Platform, or change access requirements, with or without notice. Developer agrees that 6D.ai will not be liable to Developer or to any third party for any modification, suspension, or discontinuance of the SDK. 6D.ai reserves the right to change the terms and conditions of this Agreement or its policies relating to the SDK at any time, and such changes will be effective 30 days after notice to Developer. Developer’s continued use of the SDK after any such changes take effect shall constitute Developer’s consent to such changes. Developer is responsible for providing 6D.ai with Developer’s most current e-mail address. In the event that the last e-mail address provided by Developer is not valid, 6D.ai’s dispatch of an e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
- Ownership. The SDK, and all worldwide intellectual property rights therein, are the exclusive property of 6D.ai, Oxford University Innovation Limited, and its suppliers. All rights in and to the SDK not expressly granted to Developer in this Agreement are reserved by 6D.ai, Oxford University Innovation Limited, and its suppliers. Additionally, all data, 3-D scans and maps collected and developed via use of the SDK and/or the 6D Reality Platform (“6D Maps”), and all worldwide intellectual property rights therein, are the exclusive property of 6D.ai. At 6D.ai’s request, Developer will, and will cause its employees and agents to, (a) cooperate with and assist 6D.ai, both during and after the term of this Agreement, in perfecting, maintaining, protecting, and enforcing Developer’s rights in the SDK and 6D Maps, and (b) execute and deliver to 6D.ai any documents deemed necessary or appropriate by 6D.ai in its discretion to perfect, maintain, protect, or enforce 6D.ai’s rights in the SDK and 6D Maps or otherwise carry out the purpose of this Agreement. Subject to such rights in the SDK, the Developer Application, and all worldwide Intellectual Property Rights therein, are the exclusive property of Developer and its suppliers.
- Confidentiality. “Confidential Information” includes the SDK and any other materials of 6D.ai that 6D.ai designates as confidential or which Developer should reasonably believe to be confidential. Developer shall hold 6D.ai’s Confidential Information in confidence and shall neither disclose such Confidential Information to third parties nor use 6D.ai’s Confidential Information for any purpose other than as necessary to perform under this Agreement. Developer agrees to limit access to the Confidential Information to those employees, agents, and representatives who are necessary for Developer to perform its obligations under this Agreement. All such employees, agents, and representatives must have a written confidentiality agreement with Developer that is no less restrictive than the terms contained herein that applies to the Confidential Information. Developer will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Developer protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The foregoing restrictions on disclosure shall not apply to Confidential Information that is (a) already known by Developer; (b) becomes, through no act or fault of Developer, publicly known; (c) received by Developer from a third party without a restriction on disclosure or use; or (d) independently developed by Developer without reference to 6D.ai’s Confidential Information.
- Indemnity. Developer agrees to indemnify and hold 6D.ai harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) Developer Application, (b) Developer’s violation of this Agreement; (c) Developer’s violation of applicable laws, common law, or regulations; or (d) Developer’s actions or inactions. 6D.ai reserves the right, at Developer’s expense, to assume the exclusive defense and control of any matter for which Developer is required to indemnify 6D.ai and Developer agrees to cooperate with 6D.ai defense of these claims. Licensee agrees not to settle any matter without the prior written consent of 6D.ai. 6D.ai will use reasonable efforts to notify Developer of any such claim, action or proceeding upon becoming aware of it.
- Export. The SDK and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Developer agrees to strictly comply with all such laws and regulations and acknowledges that it has the responsibility to obtain authorization to export, re-export, or import the SDK and related technology, as may be required. Developer will indemnify and hold 6D.ai harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Developer of its obligations under this section.
- Miscellaneous. Neither the rights nor the obligations arising under this Agreement are assignable by Developer, and any such attempted assignment or transfer shall be void and without effect. Any and all claims, controversies and disputes between the parties hereto that arise out of or relate to this Agreement, or to the breach, termination or invalidity thereof, shall be exclusively and finally settled by arbitration before the American Arbitration Association and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. There shall be one arbitrator who shall be appointed by the American Arbitration Association. The location of the arbitration shall be San Francisco, California, unless otherwise agreed by the parties hereto in writing. The arbitrator shall be solely bound and governed by the laws of the State of Delaware, without regard to the choice or conflicts of laws rules thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The arbitrator shall take into account every dispute or difference arising between the parties hereto and shall provide the parties hereto with written reasons for the arbitration award. The arbitrator shall have no authority to make any decision or issue any award that is inconsistent with this Agreement and, in addition, shall have no power to award indirect, incidental, consequential, special or punitive damages. Any arbitration award shall be stated and paid in U.S. Dollars and shall specify the arbitration costs to be borne by each party, including attorneys’ fees. The arbitration award shall be final and binding on all parties. Judgment upon the award may be entered in any court of record having competent jurisdiction. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to Developer may be provided by email. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise provided in Section 10, any modifications of this Agreement must be in writing and agreed to by both parties. The term “including” means including without limitation. The parties are independent contractors; nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship.
- Questions or Additional Information. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to legal@6D.ai.
Third Party Software Terms
- AFNetworking [https://github.com/AFNetworking/AFNetworking] : efficient and secure https requests
- SSZipArchive [https://github.com/ZipArchive/ZipArchive] : zip file creation
- geohash [https://github.com/windoze/geohash-cpp] : anonymizing geo locations
- Draco [https://github.com/google/draco] : efficient 3D data compression
- zlib [https://zlib.net/] : file compression tool
- libpng [https://github.com/glennrp/libpng] : library required to generate png image format
- libjpeg-turbo [https://github.com/libjpeg-turbo/libjpeg-turbo] : library required to generate jpeg image format