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Terms & Conditions of ToF (Time of Flight) AR

Terms & Conditions of ToF (Time of Flight) AR

Effective Date: 2024/03/29

This Terms & Conditions (“T&Cs” or “Agreement”) is a legal agreement between you and Sony Music Solutions Inc.("SONY"). This T&Cs governs your rights and obligations regarding the ToF(Time of Flight) AR software, which is owned or controlled by SONY Semiconductor Solutions Corporation (“OWNER”) and/or its third party licensors (including OWNER's affiliates) and their respective affiliates (collectively, the "THIRD-PARTY SUPPLIERS"), together with any updates/upgrades provided by OWNER, any printed, on-line or other electronic documentation for such software, and any data files created by operation of such software (collectively, the "SOFTWARE"). Notwithstanding the foregoing, any software in the SOFTWARE having a separate end user license agreement (including, but not limited to, GNU General Public license and Lesser/Library General Public License) shall be covered by such applicable separate end user license agreement in lieu of the terms of this T&Cs to the extent required by such separate end user license agreement ("EXCLUDED SOFTWARE"). For the purpose of this T&Cs, you agree that SONY and OWNER may share with each other any and all your information regarding this T&Cs, including, but not limited to, Feedback (Section 1.4), Application (Section 2.3), and any and all information regarding royalty fees and audit (Section 3), SONY and OWNER may be free to use such information without limitation.

1. GRANT OF LICENSE

1.1 SONY grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use and reproduce the SOFTWARE and incorporate the SOFTWARE into the Application defined below, solely for the purpose of developing application software that includes depth sensing technology (such application software you have developed shall hereinafter be referred to as the “Application”).

1.2 You may use contractors to assist you to effectuate the purposes set forth Section 1.1 above, provided that you will remain fully liable for its compliance with this Agreement and for its contractors’ compliance with this Agreement.

1.3 The SOFTWARE is licensed, not sold. The SOFTWARE is protected by copyright and other intellectual property laws and international treaties. All right and title in and to the SOFTWARE is owned by OWNER or one or more of the THIRD-PARTY SUPPLIERS, and OWNER and the THIRD-PARTY SUPPLIERS expressly reserve all rights, title and interest (including, but not limited to, all intellectual property rights) in and to the SOFTWARE that this T&Cs does not specifically grant to you.

1.4 SONY and OWNER may collect the information or data regarding your usage situation or status of the SOFTWARE (“Feedback”), and SONY and OWNER may be free to use the Feedback without limitation.

2．REQUIREMENTS AND LIMITATIONS

2.1 Except as otherwise set forth in this T&Cs, you may not

  1. copy, publish, adapt, redistribute, attempt to derive source code, modify, reverse engineer, decompile, or disassemble any of the SOFTWARE, whether in whole or in part, or create any derivative works from or of the SOFTWARE unless such derivative works are intentionally facilitated by the SOFTWARE.
  2. modify or tamper with any digital rights management functionality of the SOFTWARE.
  3. bypass, modify, defeat or circumvent any of the functions or protections of the SOFTWARE or any mechanisms operatively linked to the SOFTWARE.
  4. remove, alter, cover or deface any trademarks or notices on the SOFTWARE
  5. share, distribute, rent, lease, loan, timeshare, sublicense, assign, transfer or sell the SOFTWARE.
  6. use the SOFTWARE in connection with violation of laws, regulations, court decisions or other legally binding dispositions by a public authority or public policy, or infringement of the rights or legally protected interests (including, but not limited to, intellectual and other property rights, rights to trade secrets, honors, privacy and publicity) of OWNER, each of the THIRD-PARTY SUPPLIERS or any third parties.
  7. use or allow using the SOFTWARE for any end use for military, police, public safety commission or intelligence agency.

2.2 When you disclose or distribute the SOFTWARE in compliance with this Agreement, you agree to add the following text to the opening screen, opening roll or opening credits of the Application or other appropriate screen where notices, warning or licensing information are described.

[The name of the Application] uses ToF (Time of Flight) AR, Copyright (C) 2022 Sony Semiconductor Solutions Corporation.

2.3 You agree to notify SONY when you license, sell, offer for sell or otherwise distribute the Application whether such Application is chargeable or not, on any application stores including, but not limited to App Store and Google Play by using the form at the website address below. SONY may share such information notified by you with OWNER, and SONY and OWNER may be free to use such information without limitation.

[Website address] https://tof-ar.com/ NOTE: You must include the name of the Application and the names of the application stores you will distribute the Application on in your submission.

3. ROYALTY FEE AND AUDIT

3.1 You agree to pay SONY five percent (5 %) of the gross revenue that has been incurred from the Application including but not limited to revenues that have been incurred from download fees and in-app advertising revenue (such gross revenue shall hereinafter be referred to as the “Revenue”) as a royalty fee to the SOFTWARE when the download, reproducing or distribution of the Application (“Downloads”) reaches the number of one-hundred-thousand (100,000) and the Revenue exceeds 1 million USD. The details as to the calculation of the royalty fees may be determined or changed at SONY’s sole discretion and you agree to pay SONY such royalty fees subject to SONY’s requirement. You must report the Revenue to SONY within forty-five (45) days from the end of the quarterly period that the Application reached one-hundred-thousand (100,000) Downloads and the Revenue exceeds 1 million USD. In addition to this initial report, you must report quarterly Revenue to SONY within forty-five (45) days from the end of every quarterly period thereafter. The payment shall be made quarterly basis, and terms and conditions of such payment except for the payment rate shall be discussed separately between you and SONY.

3.2 You agree that OWNER, SONY and/or their authorized representatives or agents may audit the books, records (including electronic records), contracts and accounts you keep (such documents and materials shall hereinafter be referred to as the “Audit Materials”), to verify that you have complied with its obligations under this Agreement, by giving to you three (3) days prior written notice.  Any such audit shall be conducted not more than once in three (3) months, during regular business hours at your offices and in such a manner as not to interfere with your business activities.  You must provide OWNER, SONY and/or their authorized representatives or agents with any information and documentation OWNER, SONY and/or their authorized representatives or agents may reasonably request in connection with such audit, in the format requested by OWNER, SONY and/or their authorized representatives or agents.  You will ensure that you, your officers and employees who are knowledgeable of the relevant records and business practices are available to facilitate any such audit, and that any information or materials requested in preparation for or during such audit are provided to OWNER, SONY and/or their authorized representatives or agents without delay.  Such audit shall not impair any right and/or remedy that OWNER, SONY has under this Agreement.  You must pay OWNER, SONY, within thirty (30) days after the audit is completed, any deficiency revealed plus interest thereon at the rate of six percent (6 %) per year or the highest interest rate allowed by law, whichever is lower, from the date on which such amount should have been paid by you.  You will be responsible for the cost of the audit if the audit reveals any deficiency of ten percent (10%) or more during the period of time subject to the audit.

3.3 SONY and OWNER may share with each other any and all information regarding royalty fees and audit, including, but not limited to, Audit Materials, whether (i) you report to SONY and/or OWNER or (ii) SONY, OWNER and/or their authorized representatives or agents collect, and SONY and OWNER may be free to use such information without limitation.

4. EXCLUDED SOFTWARE AND OPEN SOURCE COMPONENTS

Notwithstanding the foregoing limited license grant, you acknowledge that the SOFTWARE may include EXCLUDED SOFTWARE. Certain EXCLUDED SOFTWARE may be covered by open source software licenses ("Open Source Components"), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including but not limited to any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. If and to the extent disclosure is required, you must visit www.sony.net/Products/Linux or other SONY-designated web site for a list of applicable OPEN SOURCE COMPONENTS included in the SOFTWARE from time to time, and the applicable terms and conditions governing its use. Such terms and conditions may be changed by the applicable third party at any time without liability to you. To the extent required by the licenses covering EXCLUDED SOFTWARE, the terms of such licenses will apply in lieu of the terms of this T&Cs. To the extent the terms of the licenses applicable to EXCLUDED SOFTWARE prohibit any of the restrictions in this T&Cs with respect to such EXCLUDED SOFTWARE, such restrictions will not apply to such EXCLUDED SOFTWARE. To the extent the terms of the licenses applicable to Open Source Components require OWNER to make an offer to provide source code in connection with the SOFTWARE, such offer is hereby made.

5. EXPORT AND OTHER REGULATIONS

You agree to comply with all applicable export and re-export restrictions and regulations of the area or country in which you reside, and not to transfer, or authorize the transfer, of the SOFTWARE to a prohibited country or otherwise in violation of any such restrictions or regulations.

6. HIGH RISK ACTIVITIES

The SOFTWARE is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line 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 to death, personal injury, or severe physical or environmental damage ("HIGH RISK ACTIVITIES"). SONY, OWNER, each of the THIRD-PARTY SUPPLIERS, and each of their respective affiliates specifically disclaim any express or implied warranty, duty or condition of fitness for HIGH RISK ACTIVITIES.

7. EXCLUSION OF WARRANTY ON SOFTWARE

7.1 You acknowledge and agree that use of the SOFTWARE and any derivatives thereof including but not limited to hand gesture images which may be created by the SOFTWARE (for purposes of this Section, the SOFTWARE and such derivatives shall be collectively referred to as the “SOFTWARE”) is at your sole risk and that you are responsible for use of the SOFTWARE. The SOFTWARE is provided "AS IS," without warranty, duty or condition of any kind. SONY, OWNER AND EACH OF THE THIRD-PARTY SUPPLIERS (for purposes of this Section, SONY, OWNER and each of the THIRD-PARTY SUPPLIERS shall be collectively referred to as "SONY") EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SONY DOES NOT WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS (A) THAT THE FUNCTIONS CONTAINED IN ANY OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UPDATED, (B) THAT THE OPERATION OF ANY OF THE SOFTWARE WILL BE CORRECT OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED, (C) THAT THE SOFTWARE WILL NOT DAMAGE ANY OTHER SOFTWARE, HARDWARE OR DATA, (D) THAT ANY SOFTWARE, NETWORK SERVICES (INCLUDING THE INTERNET) OR PRODUCTS (OTHER THAN THE SOFTWARE) UPON WHICH THE SOFTWARE'S PERFORMANCE DEPENDS WILL CONTINUE TO BE AVAILABLE, UNINTERRUPTED OR UNMODIFIED, AND (E) REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONY OR AN AUTHORIZED REPRESENTATIVE OF SONY SHALL CREATE A WARRANTY, DUTY OR CONDITION OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU.

7.2 The software might be modified, interrupted or discontinued at the discretion of the suppliers (software suppliers, service suppliers, or OWNER ). OWNER, SONY and such suppliers do not warrant that the SOFTWARE, network services, contents or other products will continue to be available, or will operate without interruption or modification.

8. LIMITATION OF LIABILITY

SONY, OWNER AND EACH OF THE THIRD-PARTY SUPPLIERS (for purposes of this Section, SONY and each of the THIRD-PARTY SUPPLIERS shall be collectively referred to as "SONY") SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY RELATED TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED HARDWARE, DOWN TIME AND USER'S TIME, EVEN IF ANY OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EACH AND ALL OF THEIR AGGREGATE LIABILITY UNDER ANY PROVISION OF THIS T&Cs SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

9. ENTIRE AGREEMENT, WAIVER, SEVERABILITY

This T&Cs as amended and modified from time to time, together constitute the entire agreement between you and SONY with respect to the SOFTWARE. The failure of SONY and/or OWNER to exercise or enforce any right or provision of this T&Cs shall not constitute a waiver of such right or provision. If any part of this T&Cs is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this T&Cs, and the other parts will remain in full force and effect.

10. GOVERNING LAW AND JURISDICTION

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this T&Cs. This T&Cs shall be governed by the laws of Japan, without regards to conflict of laws provisions. Any dispute arising out of this T&Cs shall be subject to the exclusive venue of the Tokyo District Court in Japan, and the parties hereby consent to the venue and jurisdiction of such courts.

11. EQUITABLE REMEDIES

Notwithstanding anything contained in this T&Cs to the contrary, you acknowledge and agree that any violation of or non-compliance with this T&Cs by you will cause irreparable harm to SONY and/or OWNER, for which monetary damages would be inadequate, and you consent to SONY and/or OWNER obtaining any injunctive or equitable relief that SONY and/or OWNER deems necessary or appropriate in such circumstances. SONY and/or OWNER may also take any legal and technical remedies to prevent violation of and/or to enforce this T&Cs, including, but not limited to, immediate termination of your use of the SOFTWARE, if SONY and/or OWNER believes in its sole discretion that you are violating or intend to violate this T&Cs. These remedies are in addition to any other remedies SONY and/or OWNER may have at law, in equity or under contract.

12. TERMINATION

Without prejudice to any of its other rights, SONY may terminate this T&Cs if you fail to comply with any of its terms. In case of such termination, you must cease all use, and destroy any copies, of the SOFTWARE.

13. AMENDMENT

SONY RESERVES THE RIGHT TO AMEND ANY OF THE TERMS OF THIS T&Cs AT ITS SOLE DISCRETION BY POSTING NOTICE ON https://tof-ar.com/ OR OTHER SONY DESIGNATED WEB SITE, OR BY EMAIL NOTIFICATION TO AN EMAIL ADDRESS PROVIDED BY YOU, BY PROVIDING NOTICE AS PART OF THE PROCESS IN WHICH YOU OBTAIN UPGRADES/UPDATES OR BY ANY OTHER LEGALLY RECOGNIZABLE FORM OF NOTICE. If you do not agree to the amendment, you should promptly contact SONY for instructions. Your continued use of the SOFTWARE after the effective date of any such notice shall be deemed your agreement to be bound by such amendment.

14. THIRD-PARTY BENEFICIARIES

Each THIRD-PARTY SUPPLIER is an express intended third-party beneficiary of, and shall have the right to enforce, each provision of this T&Cs with respect to the SOFTWARE of such party.