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Varjo SDK License Agreement

IMPORTANT: READ CAREFULLY BEFORE INSTALLING, DOWNLOADING, OR USING THE SOFTWARE

This Varjo SDK License Agreement (“Agreement”) is between you (either an individual or an entity) (“You”) and Varjo Technologies Oy (“Varjo”) and govern Your use of the Varjo software developer kit software and related documentation as well as updates and upgrades to the above made available by Varjo from time to time at its discretion (jointly the “Software”). The Software may be provided and sent to You by email, or downloaded from Varjo’s website or servers or from other sources upon discretion of Varjo under the terms and conditions set forth below. The Software is licensed, not sold. READ CAREFULLY THE TERMS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON WHILE INSTALLING, DOWNLOADING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU DO NOT HAVE A RIGHT TO DOWNLOAD, INSTALL OR USE THE SOFTWARE. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. If You are agreeing to be bound by the Agreement on behalf of Your employer or other entity, You must have the authority to bind Your employer or such entity to the Agreement. If You do not have the requisite authority, You may not accept the Agreement or use the Software on behalf of Your employer or other entity. The Software may subject to specific limitations such as purpose of use and certain technical requirements including but not limited to operating system, storage space, geographical location or network connectivity.

  1. License Grant

Subject to Your continued compliance with this Agreement, Varjo hereby grants under its copyrights to You, and You agree to be bound by, a non-exclusive, personal, non-transferable and revocable license to copy, modify and make derivative works of the Software, in source and object code form, as applicable, during the term of this Agreement, only for purposes of developing applications, products, features and functionalities that are intended to work with Varjo products and services. You may also redistribute your derivative works subject to conditions below:

  1. Any redistributions of must be accompanied (in the documentation and/or other materials provided with the distribution) with the following disclaimer:

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  1. Any redistributions must reproduce the copyright notices included in the Software.

The license is further subject to the following limitations:

  1. Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission;

  2. You may not use the documentation accompanied by the Software for any purpose except to support Your use of the Software;

  3. You may not use the Software or any portion thereof to implement any competing SDK or other product; and

  4. The Software may contain certain third-party software and/or open source software. You agree that Your use of any third-party software or open source software is governed by the license terms provided with such third-party or open source software.

  1. No implied rights

The Software is protected by copyright laws and international copyright and other intellectual property treaties. You acknowledge and agree that all right, title and interest in and to the Software shall at all times remain with Varjo and its licensors. No right, title, or interest in or to any trademarks, patents, service marks, or trade names of Varjo and/or its licensors is granted hereunder expressly, by implication, estoppel or otherwise. Varjo and its licensors reserve any and all rights not expressly granted to You.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VARJO, ITS REPRESENTATIVES OR LICENSORS BE LIABLE FOR ANY DAMAGES, LOSSES, LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER CAUSED ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF VARJO OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, VARJO, ITS EMPLOYEES OR LICENSORS OR AFFILIATES’ LIABILITY SHALL BE LIMITED TO EUR 100.

  1. Updates and Technical Support Varjo may, at its discretion, provide updates, upgrades, bug fixes, modifications, enhancements and new releases and versions to the Software (“Updates”) but Varjo has no obligation to do so or provide other technical support unless separately agreed in writing between You and Varjo. If Varjo makes an Update available, this Agreement will govern the Updates unless the Update is accompanied by a separate license in which case the terms of such license will govern.

  2. License Term

This Agreement is effective from the first date You install the Software. You may terminate this Agreement at any time by permanently deleting, destroying, and returning, at Your own costs, the Software, all backup copies, and all related materials provided by Varjo. Your license automatically and immediately terminates without notice from Varjo if You fail to comply with any provision of this Agreement. In such an event, You must immediately delete, destroy, or return at Your own cost, the Software, all backup copies, and all related material to Varjo.

  1. Survival

Sections 2 (No Implied Licenses), 3 (Limitation of Liability), 9 (Governing Law and Dispute Resolution) shall survive any termination or expiration of this Agreement.

  1. Changes to the Agreement Terms

Varjo may revise and/or update the terms of this Agreement from time to time. Such changes will be effective with or, as applicable, without prior notice to You. The most current version of this Agreement is available at https://varjo.com/. You are responsible for checking the changes periodically. If You do not accept a change to this Agreement, You may terminate this Agreement subject to Section 7. Your continued use of the Software after a change to this Agreement constitutes Your complete and irrevocable acceptance of any and all such changes.

  1. Miscellaneous

You are responsible for any costs and fees You may incur in using the Software including costs necessary for establishing necessary connections to use the Software. The License constitutes the entire agreement between You and Varjo with respect to the subject matter and supersedes all prior negotiations and agreements (written and oral) relating to the subject matters covered. The Software may be subject to export control laws in countries of use. You agree to comply strictly with all such regulations and acknowledge that You have the responsibility to obtain licenses to export, re-export, or import the Software. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Varjo expressly disclaims any express or implied warranty of fitness for High Risk Activities. If any provision of the License is declared void or unenforceable, such provision will be deemed to be severed from the License, and the License will, in all other respects, remain in full force and effect. A waiver is not valid or binding on the party granting that waiver unless made in writing and signed by the authorized representatives of both parties. You may not assign the Agreement or any of Your rights and obligations, without a prior written consent of Varjo. Varjo may assign the Agreement to a third party at its sole discretion.

  1. Governing Law and Dispute Resolution

The Agreement is governed by the laws of Finland, excluding CISG and choice of law provisions. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal will consist of one (1) arbitrator. The seat of arbitration is Helsinki, Finland. The language of the proceedings is English.

Copyright © 2021 Varjo. All Rights Reserved.