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Inworld.ai Software Development Kit License Agreement

Last Revised: 09/02/2022

In order to obtain and use the Inworld Software Development Kit (“SDK”) provided by Theai, Inc. (dba Inworld AI) (“Inworld”), you must first agree to the terms of this Software Development Kit License Agreement (“Agreement”). If you agree to the terms and conditions of this Agreement, you may use the SDK. If you do not agree to the terms of this Agreement, then you may not use the SDK. You may not use the SDK and may not accept this Agreement if you are a person barred from receiving the SDK under the laws of the United States or the country in which you are resident or from which you use the SDK.

The SDK may comprise: (1) Inworld sample project files, including Inworld content, dynamic libraries, source code, object code and applications therein (“ProjectFiles”); (2) Inworld instructions, manuals and documentation provided with the Project Files (“Documentation”); and (3) materials licensed by or from a third party, including starter files, components, applications, software, data, content, materials and resources licensed by or from a third party, including in some cases starter content and files from UnrealEngine and Unity (“Third-Party Materials”).

We may make changes to this Agreement from time to time. The amended Agreement will be effective immediately, and your continued use of the SDK will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop using the SDK.

If you are an individual agreeing to be bound by this Agreement on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual and any such Organization.

You may enter into this Agreement and exercise the rights hereunder only if and while you have a subscription to use the Platform.Platform” means the Inworld platform, software and services made available by Inworld (including Inworld project files, packaged APIs, Platform APIs add-ons, starter files and code).

By clicking to accept, registering for, signing in, or otherwise using the SDK, you hereby agree to this Agreement, including the limited warranty set forth in Section 7 and the mandatory arbitration provision and class action waiver in Section 11. If you do not agree to this Agreement, do not use the SDK.

If you have any questions about this Agreement, please contact us at legal@inworld.ai.

1. SDK License from Inworld

1.1. License.  Subject the terms of this Agreement, Inworld grants you a personal, limited, worldwide, royalty-free, non-assignable, non-exclusive, and non-sublicensable license to:

1.1.1. use and create derivative works of the Project Files to create content and combine such content with content owned by or licensed to you, in each case, solely for use with the Platform;

1.1.2. distribute the Project Files with your Developer Content (defined below) solely for use with the Platform;

1.1.3. use and copy the Documentation solely for the purposes of using the SDK and to create Developer Content (defined below).

1.2. Third-Party Materials.  Your use, reproduction and distribution of the Third-Party Materials is subject to and governed by the terms of the applicable third-party license(s) and not this Agreement.  You will strictly comply with such third-party license(s).  You agree that Inworld is not responsible for providing you with any such third-party license(s), nor is Inworld responsible for your downloading, use, modification, reproduction, and distribution of such Third-Party Materials.

1.3. Ownership of SDK and Modifications. Inworld or third parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights in and to the SDK.  “Intellectual Property Rights” means any and all rights in and to patents, copyrights, trade secrets, trademarks, and any and all other proprietary rights. Inworld reserves all rights not expressly granted to you.  Rights in and to any Third-Party Materials and any derivatives thereof are governed by the applicable third-party license(s).  

1.4. Updates and Availability. The form and nature of the SDK that Inworld provides may change without prior notice to you and future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. Inworld may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Inworld’s sole discretion and terminate this Agreement, without prior notice to you.

1.5. Inworld Marks.  Nothing in this Agreement gives you a right to use any of Inworld’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

2. Use of the SDK by You

2.1. Your Applications and Content. Inworld does not obtain any right, title or interest from you (or your licensors) under this Agreement in or to any derivative works of the Project Files that you create (“Developer Content”), providedhowever, you may only use the Developer Content with the Platform subject to the rights and restrictions applicable to the Project Files upon which the Developer Content was derived, and you may not use any Developer Content with any other platform, product, service or software. For clarity, Inworld retains all rights in and to the Project Files and any other tools made available by Inworld, including any portions of those that may be incorporated into your Developer Content or upon which your Developer Content is based.  

2.2. Obligations and Restrictions. You will use the SDK and create Developer Content only for purposes that are permitted by: (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).  You are solely responsible for (and Inworld has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third-party contract, license or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Inworld or any third party may suffer) of any such breach. Further, you will not (nor will you permit others to): (i) use the SDK for any purpose not expressly permitted by this Agreement; (ii) use this SDK to develop engines, applications, software development kits, tools, content, games or demos for other platforms, services, software or products; (iii) except asexpressly permitted in Section 1.1, copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK; (iv) do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the SDK; (v) remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK; (vi) engage in any activity with the SDK, including the development or distribution of an application, that interferes with, disrupts, damages, oraccesses in an unauthorized manner the servers, networks, or other propertiesor services of Inworld or any third party; (vii) sell or resell the SDK or provide the SDK as a service bureau, absent having a separate written agreement with Inworld that allows for such additional uses of the SDK; (viii) use theSDK for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement; or (ix) use the SDK to develop any software development kit, game, tools, products, services, engines, platforms, software, demos, content, or other materials that compete with the Platform or Inworld’s game, tools, products, services, engines, platforms, software, demos, content, or other materials.

3. Your Developer Credentials

3.1. Protection of Your Credentials. You are solely responsible for: (a) maintaining the confidentiality of any developer credentials that may be issued to you by Inworld or which you may choose yourself; (b) all applications that are developed under your developer credentials.

4. Privacy and Information

4.1. Collection of Data.  In order to continually innovate and improve the SDK, Inworld may collect certain usage statistics and information from the SDK, including a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the SDK are being used and how they are being used.  Before any of this information is collected, the SDK will notify you and seek your consent. If you withhold consent, the information will not be collected.  The data collected is examined in the aggregate to improve the SDK and is maintained in accordance with Inworld’s Privacy Policy, which is located at the following URL: https://www.inworld.ai/privacy, as may be amended from time to time.  Anonymized and aggregated sets of the data may be shared with Inworld partners to improve the SDK.

5. Third Party Materials

5.1. Rights to Third-Party Materials. The Third-Party Materials may be protected by intellectual property rights which are owned by the relevant third-party providers (or by other persons or companies on their behalf). You acknowledge that your use of Third-Party Materials may be subject to separate terms and conditions typically found in: (a) separate third-party license agreements or “READ ME” files included with such Third-Party Materials; or (b) in agreements between you and the relevant third party, which in that case, this Agreement does not affect your legal relationship with these third parties with respect to the relevant Third-Party Materials. You may not modify, rent, lease, loan, sell, reproduce, distribute or create derivative works based on these Third-Party Materials (either in whole or in part) unless you have been specifically given permission to do so by the relevant third-party owners. Inworld is not responsible for the Third-Party Materials. You understand that all Third-Party Materials are the sole responsibility of the person or entity from which they originated and that Inworld is not liable for any loss or damage that you may experience as a result of the use or access of any Third-Party Materials.  Your use of Third-Party Materials is at your own risk.

6. Term and Termination

6.1. Term.  This Agreement will remain in effect until your subscription to access the Platform terminates or until terminated by either you or Inworld as set out herein.

6.2. Termination.  If you want to terminate this Agreement, you may do so by ceasing your use of the SDK and any relevant developer credentials.  Inworld may at any time, terminate this Agreement with you if: (a) you have breached any provision of this Agreement; (b) Inworld is required to do so by law; (c) a partner or licensor with whom Inworld offered certain parts of the SDK (such as Third-Party Materials) to you has terminated its relationship with Inworld or ceased to offer or license certain parts of the SDK to you; (d) Inworld decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by Inworld is, in Inworld’s sole discretion, no longer commercially viable; or (e) by providing you with thirty (30) days’ prior written notice of termination.

6.3. Effects of Termination. When this Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Inworld have benefited from, been subject to (or which have accrued over time whilst this Agreement has been in force) or which are expressed to continue indefinitely, will be unaffected by this cessation, and the provisions of Section 11 will continue to apply to such rights, obligations and liabilities indefinitely.

7. DISCLAIMER OF WARRANTIES

7.1. YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THE SDK IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM INWORLD. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK (INCLUDING THIRD-PARTY MATERIALS) IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. INWORLD FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

8. LIMITATION OF LIABILITY

8.1. INWORLD, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT INWORLD OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. INWORLD’S, AND ITS SUBSIDIARIES’, AFFILIATES’ AND LICENSORS’, MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE AGGREGATE AMOUNT OF FIVE DOLLARS (US$5.00). THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE ESSENTIAL COMPONENTS OF THIS AGREEMENT AND FORM THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE RIGHTS GRANTED HEREUNDER; AND INWORLD WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE WARRANTY DISCLAIMERS AND LIMITATIONS ON ITS LIABILITY.  THESE DISCLAIMERS AND LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

9. Indemnification

9.1. To the maximum extent permitted by law, you will defend, indemnify and hold harmless Inworld, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from: (a) your use of the SDK; (b) any application, content or other materials you develop on, with or from the SDK or Developer Content that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; or (c) any non-compliance by you with this Agreement.

10. Changes to this Agreement and Interpretation

10.1. Inworld may make changes to this Agreement as it distributes new versions of the SDK. When these changes are made, Inworld will make a new version of this Agreement available on the website where the SDK is made available.  Unless we say otherwise in our notice, the changes to this Agreement will be effective immediately, and your continued use of the SDK after we provide such notice will confirm your acceptance of the changes. If you do not agree to the changes to this Agreement, you must stop using the SDK.  The word “including” means “including without limitation”. The word “or” means “and/or”.

11. Dispute Resolution; BindingArbitration; Governing Law

Please read the following Section 11 carefully because it requires you to arbitrate certain disputes and claims with Inworld and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision.In addition, arbitration precludes you from suing in court or having a jury trial.

11.1. No Representative Actions. You and Inworld agree that any dispute arising out of or related to this Agreement or the SDK is personal to you and Inworld and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

11.2. Arbitration of Disputes. Except for disputes in which you or Inworld seeks injunctive or other equitable relief for the alleged infringement, violation or misappropriation of intellectual property, you and Inworld waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or the SDK, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Inworld you agree to first contact Inworld and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Inworld by email at legal@inworld.ai or by certified mail addressed to 1975 W El Camino Real #300, Mountain View, CA 94040. The Notice must: (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Inworld cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco, California unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 11, a “consumer” means a person using the SDK for personal, family or household purposes.  You and Inworld agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

11.3. Federal Arbitration Act. You and Inworld agree that this Agreement affects interstate commerce and that the enforceability of this Section 11 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.(the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

11.4. Discovery.  The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute.  The arbitrator, Inworld, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

11.5. Arbitration Filing Fee and Enforcement. You and Inworld agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Inworld will pay the remaining JAMS fees and costs. For any arbitration initiated by Inworld, Inworld will pay all JAMS fees and costs. You and Inworld agree that the state or federal courts for San Francisco, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

11.6. Time to File. Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Inworld will not have the right to assert the claim.

11.7. Opt Out.  You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 11 by sending an email to legal@inworld.ai. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with this Section 11.

11.8. Enforceability.  If any portion of this Section 11 is found to be unenforceable or unlawful for any reason: (a) the unenforceable or unlawful provision will be severed from this Agreement; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 11 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 11; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 11 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 11 will be enforceable.

11.9. Governing Law.  Any dispute arising from this Agreement and your use of the SDK will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States for San Francisco, California. You and Inworld waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

12. General Legal Terms

12.1. Entire Agreement.  This Agreement constitutes the whole legal agreement between you and Inworld with respect to the subject matter herein and governs your use of the SDK (excluding any services which Inworld may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Inworld in relation to the SDK.

12.2. Waiver.  If Inworld does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Inworld has the benefit of under any applicable law), this will not be taken to be a formal waiver of Inworld’s rights and that those rights or remedies will still be available to Inworld.

12.3. Severability.  If any provision (or any part thereof) of this Agreement is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision.  Any provision (or part thereof) that cannot be so amended will be severed from this Agreement; and, all the remaining provisions of this Agreement will remain unimpaired.

12.4. Beneficiaries.  As applicable, each member of the group of companies of which Inworld is the parent will be third party beneficiaries to this Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be third party beneficiaries to this Agreement.

12.5. Export Restrictions. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.

12.6. Assignment.  The rights granted in this Agreement may not be assigned or transferred by you without the prior written approval of Inworld. You may not delegate your responsibilities or obligations under this Agreement without the prior written approval of Inworld. Inworld may transfer, delegate, or otherwise assign this Agreement and all of its rights hereunder to any person without your consent.